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Klotho Neurosciences, Inc. registers up to 75,103,879 shares of Common Stock for resale by selling stockholders under a Form S-3 shelf prospectus supplement dated February 24, 2026. The prospectus also registers resale of shares to be issued in a private placement the company expects to close on or about March 15, 2026, under which the company expects to sell an aggregate of 34,551,939 shares and warrants exercisable for up to 34,551,939 shares.
The registration covers (1) resale by identified selling stockholders of existing shares and shares issuable on exercise of existing warrants and (2) resale of shares and shares issuable upon exercise of warrants to be issued in the private placement. The company will not receive proceeds from sales by the selling stockholders, but will receive proceeds if warrants are exercised.
Klotho Neurosciences, Inc. entered into a Securities Purchase Agreement with 10 investors to sell 34,551,939 shares of common stock at $0.2243 per share, equal to the Nasdaq official closing price for the prior five trading days. Investors will also receive five-year warrants to purchase up to 34,551,939 additional shares at an exercise price of $0.2243 per share, which cannot be exercised before stockholder approval. The closing of this financing is expected to occur on or before March 15, 2026.
Klotho Neurosciences, Inc. stockholders held a special meeting and approved two key proposals affecting the company’s capital structure and equity compensation. First, they approved an amendment to the company’s charter to authorize a reverse stock split of the outstanding common stock at a ratio between one-for-2 and one-for-50, with the exact ratio to be set by the Board of Directors. Second, they approved an amendment to the 2024 Equity Incentive Plan to increase the number of shares of common stock available and reserved for issuance under the plan to 10,000,000 shares, subject to specified conditions.
On the January 15, 2025 record date, 73,536,722 common shares were issued and outstanding, and holders of 30,457,004 shares were present or represented by proxy, constituting a quorum. The reverse stock split proposal received 27,637,476 votes for, 2,642,876 against, and 176,650 abstentions. The equity incentive plan amendment received 11,082,522 votes for, 3,609,008 against, and 45,960 abstentions, with 15,719,514 broker non-votes.
Klotho Neurosciences, Inc. has amended and restated its definitive proxy to change the record and special meeting dates and to seek stockholder approval for several capital actions. The February 17, 2026 virtual Special Meeting will ask investors to approve a reverse stock split of common stock at a ratio between one-for-2 and one-for-50, at the Board’s discretion, primarily to help regain compliance with Nasdaq’s $1.00 minimum bid price and potentially broaden institutional interest. Stockholders will also vote on increasing the reserve under the 2024 Equity Incentive Plan to 10,000,000 shares of common stock and on a proposal allowing adjournment of the meeting to solicit additional proxies if needed. As of January 15, 2026, the company had 73,536,722 common shares outstanding, and directors and executive officers as a group beneficially owned 7,303,632 shares.
Klotho Neurosciences, Inc. is calling a virtual special stockholder meeting on February 13, 2026 to vote on several capital structure proposals. The company is seeking authority to implement a reverse stock split of its common stock in a range from 1‑for‑2 to 1‑for‑50, with the exact ratio and timing to be chosen by the board any time up to June 30, 2026. The main goal is to raise the share price to meet Nasdaq’s $1.00 minimum bid requirement and support continued listing on The Nasdaq Capital Market.
Stockholders will also vote on amending the 2024 Equity Incentive Plan to increase the maximum shares available for awards to 10,000,000, up by 8,331,874 shares, which the board says is needed to attract, retain, and motivate employees and directors. As context, the company had 73,536,722 common shares outstanding as of January 13, 2026, and current plan capacity represents about 2% of that total versus about 13.3% if the new limit is fully available. A third proposal would allow adjournment of the meeting to solicit more proxies if needed.
Klotho Neurosciences, Inc. has filed a prospectus covering the resale of up to 35,000,000 shares of its common stock. Up to 34,000,000 of these shares are issuable upon conversion of newly created Series C Convertible Preferred Stock sold in a private placement for an aggregate purchase price of $15,000,000, with an additional 1,000,000 existing shares registered for an early investor.
The company will not receive any proceeds when the selling stockholders resell these shares. The Series C Preferred is convertible at $0.44 per share, subject to ownership limits and Nasdaq rules, and shares outstanding were 72,536,722 as of December 2, 2025. Klotho’s stock trades on the Nasdaq Capital Market under the symbol KLTO, where the average of the high and low prices on December 2, 2025 was $0.43 per share.
Klotho Neurosciences (KLTO) filed its Q3 2025 10‑Q, reporting continued pre‑revenue operations and a larger year‑to‑date loss alongside improved liquidity from recent financings. The company posted a net loss of $2,895,585 for the quarter and $9,222,798 for the nine months ended September 30, 2025. Cash and cash equivalents were $7,348,034 at quarter‑end, supported by $11,894,683 of net cash from financing activities year‑to‑date.
Management recorded higher research and development spending and interest expense, while share‑based compensation decreased versus last year. During 2025, holders exercised approximately 11.0 million warrants for $11.4 million in gross proceeds, and the company set up an at‑the‑market program of up to $50,000,000 (initial sales included 5,000 shares for $5,300; subsequent settlements totaled about $1.076 million). Shares outstanding were 72,536,722 as of November 13, 2025.
The filing notes substantial doubt about the ability to continue as a going concern without additional funding and discloses a Nasdaq minimum bid price deficiency with a compliance window until March 18, 2026. Internal controls remain weak due to limited accounting resources, though management believes the financial statements are fairly stated.
Klotho Neurosciences, Inc. (KLTO) filed a Form S-8 to register 1,588,691 shares of common stock for issuance under its 2023 Incentive Plan, with an automatic annual increase on each January 1 equal to the lesser of 5% of outstanding shares on the prior December 31 or an amount set by the plan administrator.
The filing also includes a Reoffer Prospectus covering the potential resale of up to 408,691 shares classified as control securities by certain affiliates. The company is not offering shares in the reoffer and will not receive proceeds from affiliate resales; it will bear registration expenses while selling stockholders cover selling costs. KLTO’s common stock trades on Nasdaq, where the shares closed at $0.47 on November 6, 2025.
The reoffer permits various sale methods by selling stockholders, including brokered transactions and privately negotiated sales, on a continuous or delayed basis.
Joseph Sinkule, who serves as Chief Executive Officer and a Director of Klotho Neurosciences, acquired 400,000 shares of the company's common stock on 09/25/2025. The filing states these shares were returned to him after he canceled a portion of a previously-reported non-recourse loan that had used the shares as collateral. After this transaction, Sinkule beneficially owns 4,846,700 shares, which the filing clarifies includes 1,000,000 shares issuable upon exercise of incentive options. The Form 4 is signed and dated 09/29/2025 and reports the change as a non-derivative acquisition by an executive who is also a director.
Klotho Neurosciences, Inc. entered into an Amendment to its June 13, 2024 Subscription Agreement with several Meteora investment entities. The Amendment extends the term of the Subscription Agreement until September 19, 2025 and sets the maximum number of shares that can be issued under the agreement at 6,755,000. The company notes that this brief description is qualified in its entirety by the full Amendment, which is filed as an exhibit.