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Klotho Neurosciences, Inc. is acquiring privately held Greenland Mines Corp., which controls an 80% interest in, and an option for the remaining 20% of, the Skaergaard palladium‑gold‑platinum project in Southeast Greenland. The deal consideration is payable in convertible preferred stock, and on an as‑converted basis Greenland Mines is expected to own about 93% of fully diluted shares, with the transaction treated as a reverse merger for accounting purposes. Klotho will operate two divisions, Natural Resources and Cell and Gene Therapy, and plans to change its name and ticker to reflect the Greenland Mines focus. Skaergaard hosts an NI 43‑101 Indicated and Inferred Mineral Resource of 25.4 million ounces palladium equivalent and 23.5 million ounces gold equivalent with an illustrative gross in‑situ metal value of roughly $68 billion based on February 2026 metal prices, though no economic study has yet demonstrated project viability.
Klotho Neurosciences, Inc. completed a private financing on March 2, 2026 under a Securities Purchase Agreement dated February 19, 2026. The company issued 34,551,939 shares of common stock and Warrants to purchase up to an additional 34,551,939 shares, raising aggregate gross proceeds of approximately $7,750,000.
The transaction was conducted as a private placement to accredited investors under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, without general solicitation or advertising. The Warrants and their terms are described in an earlier filing, with a form of Warrant filed as an exhibit.
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.