Filed pursuant to Rule 424(b)(5)
File No. 333-288533
Prospectus Supplement
(to Prospectus dated July 28, 2025)
KLOTHO NEUROSCIENCES, INC.
Up to $50,000,000 of Shares of Common Stock
On July 3, 2025, we entered into a certain Sales
Agreement, or sales agreement, with A.G.P./Alliance Global Partners (“A.G.P.”) relating to shares of our common stock offered
by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreement, we may offer and sell
shares of our common stock having an aggregate offering price of up to $50,000,000 from time to time through A.G.P., acting as our sales
agent or principal.
We are an “emerging growth company”
and “smaller reporting company” as defined under U.S. federal securities laws and are subject to reduced public company reporting
requirements. Our shares of common stock are listed on The Nasdaq Stock Market (“Nasdaq”) under the symbol “KLTO”.
The last sale price of our shares of common stock on July 25, 2025 was $1.23 per share.
Sales of our common stock, if any, under this
prospectus supplement may be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under
the Securities Act of 1933, as amended (the “Securities Act”). If authorized by us in writing, A.G.P. may also sell shares
of our common stock in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing
market prices and/or in any other method permitted by law. If we and A.G.P. agree on any method of distribution other than sales of shares
of our common stock on or through Nasdaq or another existing trading market in the United States at market prices, we will file a further
prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act. A.G.P. is not
required to sell any specific number or dollar amount of securities but will act as a sales agent using commercially reasonable efforts
consistent with its normal trading and sales practices, on mutually agreed terms between A.G.P. and us. There is no arrangement for funds
to be received in any escrow, trust or similar arrangement.
The compensation to A.G.P. for sales of common
stock sold pursuant to the sales agreement will be equal to 3.0% of the gross proceeds of any shares of common stock sold under the sales
agreement, in addition to reimbursement of certain expenses. See “Plan of Distribution.” In connection with the sale of the
common stock on our behalf, A.G.P. will be deemed to be an “underwriter” within the meaning of the Securities Act and the
compensation of A.G.P. will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and
contribution to A.G.P. with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).
Investing in our securities involves a high
degree of risk. See “Risk Factors” beginning on page S-3 of this prospectus supplement and the risk factors incorporated by
reference into this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus
supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
A.G.P.
The date of this prospectus supplement is July 28,
2025
TABLE OF CONTENTS
| |
Page |
| |
|
| About This Prospectus Supplement |
S-ii |
| Prospectus Supplement Summary |
S-1 |
| The Offering |
S-2 |
| Risk Factors |
S-3 |
| SPECIAL Note Regarding Forward Looking Statements |
S-4 |
| Use Of Proceeds |
S-5 |
| Dividend Policy |
S-5 |
| Dilution |
S-5 |
| Plan Of Distribution |
S-6 |
| Legal Matters |
S-8 |
| Experts |
S-8 |
| Incorporation OF CERTAIN INformation By Reference |
S-8 |
| Where You Can Find ADDITIONAL Information |
S-9 |
About
This Prospectus Supplement
This prospectus supplement and the
accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission (the
“SEC”) utilizing a “shelf” registration process. Each time we conduct an offering to sell securities under
the accompanying prospectus we will provide a prospectus supplement that will contain specific information about the terms of that
offering, including the price, the amount of securities being offered and the plan of distribution. The shelf registration statement
was initially filed with the SEC on July 3, 2025, and was declared effective by the SEC on July 25, 2025. This
prospectus supplement describes the specific details regarding this offering and may add, update or change information contained in
the accompanying prospectus. The accompanying prospectus provides general information about us and our securities, some of which,
such as the section entitled “Plan of Distribution,” may not apply to this offering. This prospectus supplement and the
accompanying prospectus are an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions
where it is lawful to do so. We are not making offers to sell or solicitations to buy our common stock in any jurisdiction in which
an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make an offer or solicitation.
If information in this prospectus supplement is
inconsistent with the accompanying prospectus or the information incorporated by reference with an earlier date, you should rely on this
prospectus supplement. This prospectus supplement, together with the base prospectus, the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus and any free writing prospectus we have authorized for use in connection with this
offering include all material information relating to this offering. We have not authorized anyone to provide you with different or additional
information and you must not rely on any unauthorized information or representations. You should assume that the information appearing
in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus supplement and
the accompanying prospectus and any free writing prospectus we have authorized for use in connection with this offering is accurate only
as of the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed
since those dates. You should carefully read this prospectus supplement, the accompanying prospectus and the information and documents
incorporated herein by reference herein and therein, as well as any free writing prospectus we have authorized for use in connection with
this offering, before making an investment decision. See “Incorporation by Reference” and “Where You Can Find More Information”
in this prospectus supplement and in the accompanying prospectus.
This prospectus supplement relates only to an
offering of up to $50,000,000 of shares of our common stock through A.G.P. These sales, if any, will be made pursuant to the terms of
the sales agreement entered into between us and A.G.P. on July 3, 2025, a copy of which is incorporated by reference into this prospectus
supplement.
No action is being taken in any jurisdiction outside
the United States to permit a public offering of these securities or possession or distribution of this prospectus supplement or the accompanying
prospectus in that jurisdiction. Persons who come into possession of this prospectus supplement and the accompanying prospectus in jurisdictions
outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution
of this prospectus supplement and the accompanying prospectus applicable to that jurisdiction.
This prospectus supplement and the accompanying
prospectus contain summaries of certain provisions contained in some of the documents described herein which are summaries only and are
not intended to be complete. Reference is made to the actual documents for complete information. All of the summaries are qualified in
their entirety by the full text of the actual documents, some of which have been filed or will be filed and incorporated by reference
herein. See “Where You Can Find More Information” in this prospectus supplement. We further note that the representations,
warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into
this prospectus supplement or the accompanying prospectus were made solely for the benefit of the parties to such agreement, including,
in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
This prospectus supplement and the accompanying
prospectus contain and incorporate by reference certain market data and industry statistics and forecasts that are based on Company-sponsored
studies, independent industry publications and other publicly available information. Although we believe these sources are reliable, estimates
as they relate to projections involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on
various factors, including those discussed under “Risk Factors” in this prospectus supplement and the accompanying prospectus
and under similar headings in the documents incorporated by reference herein and therein. Accordingly, investors should not place undue
reliance on this information.
Unless otherwise stated or the context requires
otherwise, all references in this prospectus supplement to the “Company,” “we,” “us,” “our”,
“Klotho” refer to Klotho Neurosciences Inc., a Delaware corporation.
Prospectus
Supplement Summary
This summary highlights information contained
elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein. This
summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read
this entire prospectus supplement and the accompanying prospectus carefully, including the section entitled “Risk Factors”
beginning on page S-3 and our consolidated financial statements and the related notes and the other information incorporated by reference
into this prospectus supplement and the accompanying prospectus, before making an investment decision.
Overview
Klotho Neurosciences is dedicated to realizing
the potential of biologic, cell and gene therapies to offer transformative patient outcomes in areas of high unmet medical need by extending
the reach of protein, cell, and gene therapies to highly prevalent neurodegenerative disorders like amyotrophic lateral sclerosis (ALS)
and Alzheimer’s disease as they are universally fatal neurodegenerative diseases. Our vision is to build a leading gene therapy
company for the treatment of cancer and neurodegenerative diseases by progressing our α-Klotho gene therapy research programs and
identifying, developing, and commercializing other novel gene therapy treatments for neurodegenerative diseases, cancer and other age-related
pathologies.
We have assembled a portfolio of protein and gene
therapy candidates in partnership with leading scientific institutions and have built a team with extensive experience in the biotechnology
commercialization and gene therapy space. Our team will pursue new innovations in vector design and delivery to optimize our investigational
gene therapy product candidates for safety, potency, durability, and clinical response. We plan on building integrated internal development
capabilities from product development through commercialization and focus on accelerating the pace of product development in the clinic.
In addition, as part of our ongoing business strategy, we continue to explore potential opportunities to acquire or license new product
candidates as well as opportunities for partnership or collaboration on our existing products in development.
Our initial focus will be on our cell therapy
and gene therapy platform that uses a gene therapy approach to introduce a human gene sequence that produces a therapeutic protein called
“Klotho” inside the body to treat neurodegenerative diseases and other diseases of aging (a platform technology in-licensed
from the Autonomous University of Barcelona (UAB). With an initial focus on the therapeutic potential of the human α-Klotho gene,
we find that there is limited competition investigating this target due to our intellectual property position relating to the secreted
form of the Klotho protein (“s-KL”) and technology know-how.
Our Research Pipeline
We seek to develop essential medicines for the
treatment of chronic diseases — cancer, cardiovascular, muscle, skin, and neurodegenerative disorders. Our cell and gene therapy
platform consists of proprietary technology programs (patents issued and pending) that include a gene therapy program that uses a gene
therapy approach to produce a therapeutic protein called “Klotho” inside the body to treat neurodegenerative diseases and
other diseases of aging (in-licensed pending patent applications from UAB). The Company may develop all technologies, or it may decide
to sell or partner and out-license certain technologies with other companies.
The gene therapy product candidates are in the
pre-clinical stage of development. The Company plans to seek market approval in countries where we have issued and/or pending patents,
to include the U.S., Canada, Europe, China and other viable markets.
Our primary focus for 2025 is the advancement
of a sustainable portfolio of cell and gene therapy product candidates for age-associated neurologic diseases, both rare “orphan
diseases” as well as diseases in larger patient populations. The following table describes our α-Klotho product pipeline.
Corporate Information
On May 30, 2023, the Company, then known
as Redwoods Acquisition Corp. and a newly formed wholly-owned Wyoming subsidiary of Redwoods Acquisition Corp. (“Merger Sub”)
entered into a Business Combination Agreement with ANEW Medical, Inc., a Wyoming corporation (“ANEW Wyoming”). On June 21,
2024, at the closing of the Business Combination Agreement, Merger Sub merged with and into ANEW Wyoming and ANEW Wyoming become a wholly-owned
subsidiary of Redwoods. At the same time, the name of the Company was changed to ANEW Medical, Inc. On September 17, 2024, the Company’s
name was change to Klotho Neurosciences, Inc.
The business combination was accounted for as
a reverse recapitalization. ANEW Wyoming was deemed the accounting predecessor, and the combined entity is the successor SEC registrant,
meaning that the ANEW Wyoming’s financial statements for previous periods will be disclosed in the registrant’s future periodic
reports filed with the SEC.
Our principal executive offices are located at
13576 Walnut Street, Suite A, Omaha, NE 68144, and our telephone number is (833) 931-6330. Our website address is www.klothoneuro.com.
The information contained on or otherwise accessible through our website is not part of this prospectus.
The
Offering
| Common Stock Offered |
|
Shares of our common stock having an aggregate offering price of up to $50,000,000 pursuant to the sales agreement. |
| |
|
|
| Manner of the Offering |
|
“At the market offering” that may be made from time to time through or to A.G.P. as sales agent or principal. See “Plan of Distribution”. |
| |
|
|
| Common Stock Currently Outstanding |
|
52,703,070
|
| |
|
|
| Common Stock to Be Outstanding Immediately Following This Offering |
|
Up to 99,872,881shares of our common stock, assuming sales at a price of $1.06 per share, which was the closing price on Nasdaq on July 1, 2025. The actual number of shares issued will vary depending on the price at which shares may be sold from time to time under this offering. |
| |
|
|
| Use of Proceeds |
|
We intend to use the net proceeds from this offering for working capital and for general corporate purposes. See “Use of Proceeds” on page S-5 of the prospectus supplement for a more complete description of the intended use of proceeds from this offering. |
| |
|
|
| Risk Factors |
|
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-3 of this prospectus supplement and the risk factors incorporated by reference into this prospectus supplement and the accompanying prospectus. |
| |
|
|
| Stock Symbol |
|
KLTO |
The number of shares of common stock to be outstanding
after this is based on 52,703,070 shares outstanding as of June 30, 2025, and excludes:
| |
● |
5,071,319 shares of common stock underlying outstanding public warrants at an exercise price of $3.49 per share; |
| |
|
|
| |
● |
1,821,000 shares of common stock underlying outstanding options at a weighted average exercise price of $0.49 per share; |
| |
|
|
| |
● |
6,250,000 shares of our common stock issuable upon conversion of all shares of our Series B Preferred stock |
| |
|
|
| |
● |
408,691 shares available for future issuance under the Klotho Neurosciences Inc. 2024 Incentive Plan. |
Except as otherwise indicated, the information
in this prospectus supplement assumes no exercise of options or exercise of warrants.
RISK
FACTORS
Investing in our securities involves a high
degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the specific risk factors
described below and discussed in the sections titled “Risk Factors” contained in our annual report on Form 10-K for
the fiscal year ended December 31, 2024 under the heading “Item 1A. Risk Factors,” and as described or may be
described in any subsequent quarterly report on Form 10-Q under the heading “Item 1A. Risk Factors,” as well
as in all applicable prospectus supplements and contained or to be contained in our filings with the SEC and incorporated by reference
in this prospectus supplement, together with all of the other information contained in this prospectus supplement, or any applicable prospectus
supplement. For a description of these reports and documents, and information about where you can find them, see “Where You
Can Find Additional Information” and “Incorporation of Certain Information by Reference.” If any of
the risks or uncertainties described in our SEC filings or any prospectus supplement or any additional risks and uncertainties actually
occur, our business, financial condition, and results of operations could be materially and adversely affected. In that case, the trading
price of our securities could decline and you might lose all or part of the value of your investment.
Risks Related to this Offering
Our management will have broad discretion
over the use of the net proceeds from this offering, you may not agree with how we use the proceeds, and the proceeds may not be invested
successfully.
Our management will have broad discretion in the
application of the net proceeds from this offering, and our stockholders will not have the opportunity as part of their investment decision
to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine
our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure
by our management to apply these funds effectively could harm our business. See “Use of Proceeds” on page S-5 of this prospectus
supplement for a description of our proposed use of proceeds from this offering.
We do not intend to pay dividends in the
foreseeable future.
We have never paid cash dividends on our common
stock and currently do not plan to pay any cash dividends in the foreseeable future.
You will experience immediate and substantial
dilution in the book value per share of the common stock you purchase in the offering.
The shares sold in this offering, if any, will
be sold from time to time at various prices. The offering price per share in this offering may exceed the net tangible book value per
share of our common stock outstanding prior to this offering. Assuming that an aggregate of 47,169,811 shares of our common stock are
sold during the term of the sales agreement with A.G.P. at a price of $1.06 per share, the last reported sale price of our common stock
on the Nasdaq on July 1, 2025, for net proceeds of approximately $48.9 million, you will experience immediate dilution of $0.44 per share,
representing the difference between our pro forma net tangible book value per share as of June 30, 2024 and the assumed offering price.
The future exercise of warrants for shares of our common stock and the exercise of outstanding stock options following the date of this
prospectus supplement may result in further dilution of your investment. See the section entitled “Dilution” below for a more
detailed illustration of the dilution you would incur if you participate in this offering.
The common stock offered hereby will be
sold in “at the market” offerings, and investors who buy shares at different times will likely pay different prices.
Investors who purchase shares in this offering
at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have
discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales
price. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices
they paid.
The actual number of shares we will issue
under the sales agreement with A.G.P., at any one time or in total, is uncertain.
Subject to certain limitations in the sales agreement
with A.G.P. and compliance with applicable law, we have the discretion to deliver placement notices to A.G.P. at any time throughout the
term of the sales agreement. The number of shares that are sold by A.G.P. after delivering a placement notice will fluctuate based on
the market price of the common stock during the sales period and limits we set with A.G.P.
Sales of a significant number of shares
of our common stock in the public markets or significant short sales of our common stock, or the perception that such sales could occur,
could depress the market price of our common stock and impair our ability to raise capital.
Sales of a substantial number of shares of our
common stock or other equity-related securities in the public markets, could depress the market price of our common stock. This offering
may contribute to a depressed market price of our common stock. If there are significant short sales of our common stock, the price decline
that could result from this activity may cause the share price to decline more so, which, in turn, may cause long holders of the common
stock to sell their shares, thereby contributing to sales of common stock in the market. Such sales also may impair our ability to raise
capital through the sale of additional equity securities in the future at a time and price that our management deems acceptable, if at
all.
Special
Note Regarding Forward-Looking Statements
This prospectus supplement and the documents we
have filed with the SEC that are incorporated by reference contain “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. These statements relate to
future events or to our future operating or financial performance and involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements
expressed or implied by the forward-looking statements. Forward-looking statements may include, but are not limited to, statements relating
to:
| |
● |
our ability to meet future capital requirements to fund our operations, which may involve debt and/or equity financing, and to obtain such debt and/or equity financing on favorable terms, and our sources and uses of cash |
| |
|
|
| |
● |
the ability to maintain the listing of our securities on Nasdaq, and the potential liquidity and trading of our securities; |
| |
|
|
| |
● |
the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against us; |
| |
|
|
| |
● |
the risk of disruption to our current plans and operations; |
| |
|
|
| |
● |
the ability to recognize the anticipated benefits of our business and
the business combination (as described above), which may be affected by, among other things, competition and the ability to grow, manage
growth profitably, and retain key employees; |
| |
|
|
| |
● |
costs related to our business; |
| |
|
|
| |
● |
changes in applicable laws or regulations; |
| |
|
|
| |
● |
our ability to execute our plans to develop and commercialize our current clinical assets, as well as any future clinical assets that we license, and the timing of any such commercialization; |
| |
|
|
| |
● |
our ability to maintain existing license agreements; |
| |
|
|
| |
● |
our estimates regarding expenses, future revenue, capital requirements, and needs for additional financing; |
| |
|
|
| |
● |
our ability to achieve and maintain profitability in the future; |
| |
|
|
| |
● |
our financial performance; and |
| |
|
|
| |
● |
other factors disclosed under the section entitled “Risk Factors” herein. |
In some cases, you can identify forward-looking
statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “intends,”
“may,” “plans,” “potential,” “will,” “would,” or the negative of these terms
or other similar expressions. These statements reflect our current views with respect to future events and are based on assumptions and
are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
We discuss in greater detail many of these risks in the section titled “Risk Factors”, in any prospectus supplement
and free writing prospectuses we may authorize for use in connection with this offering, and in our most recent Annual Report on Form
10-K, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus
supplement in their entirety. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the
document containing the applicable statement. Unless required by law, we undertake no obligation to update or revise any forward-looking
statements to reflect new information or future events or developments.
In addition, statements that “we believe”
and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available
to us as of the date of this prospectus supplement, and while we believe such information forms a reasonable basis for such statements,
such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive
inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are
cautioned not to unduly rely upon these statements.
You should read this prospectus supplement, together
with the documents we have filed with the SEC that are incorporated by reference and any free writing prospectus that we may authorize
for use in connection with this offering completely and with the understanding that our actual future results may be materially different
from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.
Use
of Proceeds
We may issue and sell shares of common stock having
aggregate sales proceeds of up to $50,000,000 from time to time, before deducting sales agent commissions and expenses. The amount of
proceeds from this offering will depend upon the number of shares of our common stock sold and the market price at which they are sold.
There can be no assurance that we will be able to sell any shares under, or fully utilize, the sales agreement with A.G.P.
We intend to use the net proceeds from this offering
for working capital and general corporate purposes. This represents our best estimate based on the current status of our business, but
we have not reserved or allocated amounts for specific purposes and cannot specify with certainty how or when we will use any of the net
proceeds. Additionally, we plan to use the net proceeds for our manufacturing and process development for KLTO-202, our investigational
gene therapy treatment for amyotrophic lateral sclerosis (ALS) and to to initiate Phase 1 clinical trials evaluating our KLTO-202 gene
therapy candidate.
Pending application of the net proceeds as described
above, we intend to invest the proceeds to us in investment-grade, interest-bearing securities such as money market funds, certificates
of deposit, or direct or guaranteed obligations of the U.S. government, or hold as cash. We cannot predict whether the proceeds invested
will yield a favorable, or any, return.
Dividend
Policy
We have never declared or paid any cash dividends
on our capital stock, and we do not currently intend to pay any cash dividends on our common stock for the foreseeable future. We expect
to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our
common stock will be at the discretion of our board of directors and will depend upon, among other factors, our results of operations,
financial condition, capital requirements and any contractual restrictions.
Dilution
If you invest in our securities in this offering,
your ownership interest will be diluted to the extent of the difference between the offering price per share paid by the purchaser in
this offering and our pro forma as adjusted net tangible book value per share immediately after this offering.
If you invest in our securities in this offering,
your ownership interest will be diluted to the extent of the difference between the offering price per share paid by the purchaser in
this offering and our pro forma as adjusted net tangible book value per share immediately after this offering.
Our historical net tangible book value as of March
31, 2025 was approximately ($1.7 million), or ($0.06) per share of common stock. We calculate tangible book value (deficit) per share
by dividing our total tangible assets, less total liabilities, by the number of shares of our common stock outstanding as of March 31,
2025.
Our pro forma net tangible book value as of March
31, 2025, was approximately $14.7 million, or approximately $0.22 per share, on a pro forma basis to give effect to (i) the exercise of
public and private warrants net of placement agent expenses and (ii) an aggregate investment of $1 million in two private placements.
After to giving effect to the offering of $50,000,000
of our common stock at an assumed offering price of $1.06 per share (the closing trading price of our stock on July 1, 2025) and after
deducting fees of AGP and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of March 31,
2025 is $46.8 million. This represents an immediate accretion in net tangible book value of $0.68 per share of common stock to existing
shareholders, and an immediate dilution in net tangible book value of $0.44 per share of common stock, to purchasers of common stock in
this offering at an assumed offering price of $1.06.
| Assumed offering price per share of Common Stock | |
$ | 1.06 | |
| Net tangible book value (deficit) per share as of March 31, 2025 | |
| (0.06 | ) |
| Pro forma net tangible book value per share as of March 31, 2025 | |
| 0.22 | |
| Net increase in net tangible book value per share attributable to existing stockholders | |
| 0.68 | |
| Pro forma as adjusted net tangible book value per share as of March 31, 2025 | |
| 0.62 | |
| Dilution in net tangible book value per share to new investors in the offering | |
| (0.44 | ) |
The foregoing discussion and table illustrates
the dilution in net tangible book value per share to new investors as of March 31, 2025. The foregoing table illustrates this calculation
on a per share basis. The pro forma as adjusted information is illustrative only and will adjust based on the actual price to the
public, the actual number of shares sold and other terms of the offering determined at the time shares of our common stock are sold pursuant
to this prospectus supplement. The shares sold in this offering, if any, will be sold from time to time at various prices. We will not
offer and sell shares in excess of any amount that would cause the number of our outstanding shares to exceed the number of shares then
authorized to be issued under our certificate of incorporation.
The number of shares of common stock to be outstanding
after this is based on 52,703,070 shares outstanding as of March 31, 2025, and excludes:
| |
● |
5,071,319 shares of common stock underlying outstanding public warrants at an exercise price of $3.49 per share; |
| |
|
|
| |
● |
1,821,000 shares of common stock underlying outstanding options at a weighted average exercise price of $0.49 per share; |
| |
|
|
| |
● |
6,250,000 shares of our common stock issuable upon conversion of all shares of our Series B Preferred stock |
| |
|
|
| |
● |
408,691 shares available for future issuance under the Klotho Neurosciences Inc. 2024 Incentive Plan. |
The discussion and table above assume no exercise
of outstanding options or warrants. To the extent that options or warrants are exercised, you may experience further dilution. In addition,
we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds
for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt
securities, the issuance of these securities could result in further dilution to our stockholders.
Plan
of Distribution
We have entered into the sales agreement with
A.G.P. under which we may issue and sell shares of our common stock from time to time up to $50,000,000 to or through A.G.P., acting as
our sales agent or principal. The sales of our common stock, if any, under this prospectus supplement will be made at market prices by
any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales
made directly on Nasdaq, on any other existing trading market for our common stock or to or through a market maker. If we and A.G.P. agree
on any method of distribution other than sales of shares of our common stock on or through Nasdaq or another existing trading market in
the United States at market prices, we will file a further prospectus supplement providing all information about such offering as required
by Rule 424(b) under the Securities Act.
Each time that we wish to issue and sell shares
of our common stock under the sales agreement, we will provide A.G.P. with a placement notice describing the amount of shares to be sold,
the time period during which sales are requested to be made, any limitation on the amount of shares of common stock that may be sold in
any single day, any minimum price below which sales may not be made or any minimum price requested for sales in a given time period and
any other instructions relevant to such requested sales. Upon receipt of a placement notice, A.G.P., acting as our sales agent, will use
commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and
regulations and the rules of Nasdaq, to sell shares of our common stock under the terms and subject to the conditions of the placement
notice and the sales agreement. We or A.G.P. may suspend the offering of common stock pursuant to a placement notice upon notice and subject
to other conditions.
Settlement for sales of common stock, unless the
parties agree otherwise, will occur on the first trading day following the date on which any sales are made in return for payment of the
net proceeds to us. There are no arrangements to place any of the proceeds of this offering in an escrow, trust or similar account. Sales
of our common stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company
or by such other means as we and A.G.P. may agree upon.
Because there are no minimum sale requirements
as a condition to this offering, the actual total public offering price, commissions and net proceeds to us, if any, are not determinable
at this time. The actual dollar amount and number of shares of common stock we sell through this prospectus supplement will be dependent,
among other things, on market conditions and our capital raising requirements.
We will report at least quarterly the number of
shares of common stock sold through A.G.P. under the sales agreement, the net proceeds to us and the compensation paid by us to A.G.P.
in connection with the sales of common stock under the sales agreement.
The offering pursuant to the sales agreement will
terminate upon the earlier of (i) the sale of all shares of common stock subject to the sales agreement and (ii) termination of the sales
agreement as permitted therein. We may terminate the sales agreement in our sole discretion at any time by giving three days’ prior
notice to A.G.P. A.G.P. may terminate the sales agreement under the circumstances specified in the sales agreement and in its sole discretion
at any time by giving three days’ prior notice to us.
This prospectus supplement in electronic format
may be made available on a website maintained by A.G.P., and A.G.P. may distribute this prospectus supplement electronically.
Fees and Expenses
We will pay A.G.P. commissions for its services
in acting as our sales agent in the sale of our common stock pursuant to the sales agreement. A.G.P. will be entitled to compensation
at a fixed commission rate of 3.0% of the gross proceeds from the sale of our common stock on our behalf pursuant to the sales agreement.
We have also agreed to reimburse A.G.P. for its reasonable and documented out-of-pocket expenses (including but not limited to the reasonable
and documented fees and expenses of its legal counsel) in an amount not to exceed $50,000 and up to an additional $5,000 per calendar
quarter (and in no event more than $20,000 per fiscal year for maintenance. We have also agreed to reimburse A.G.P. for its reasonable
and documented out of pocket expenses (including but not limited to the reasonable and documented fees and expenses of its legal counsel)
in an amount not to exceed $10,000 for each program “refresh” (filing of a new registration statement, prospectus, or prospectus
supplement relating to the Placement Shares and/or an amendment to the sales agreement)
We estimate that the total expenses for this offering,
excluding compensation payable to A.G.P. and certain expenses reimbursable to A.G.P. under the terms of the sales agreement, will be approximately
$140,000. The remaining sales proceeds, after deducting any expenses payable by us and any transaction fees imposed by any governmental,
regulatory, or self-regulatory organization in connection with the sales, will equal our net proceeds for the sale of such common stock.
Regulation M
In connection with the sale of the common stock
on our behalf, A.G.P. will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation
of A.G.P. will be deemed to be underwriting commissions or discounts.
A.G.P. will not engage in any market making activities
involving our common stock while the offering is ongoing under this prospectus supplement if such activity would be prohibited under Regulation
M or other anti-manipulation rules under the Securities Act. As our sales agent, A.G.P. will not engage in any transactions that stabilizes
our common stock.
Indemnification
We have agreed to indemnify A.G.P. against certain
civil liabilities, including liabilities under the Securities Act and the Exchange Act, and to contribute to payments that the A.G.P.
may be required to make in respect of such liabilities.
Listing
Our common stock is listed on Nasdaq under the
symbol “KLTO” and our warrants are on Nasdaq under the symbol “KLTOW.”
Other Relationships
We have had no prior relationship with A.G.P.
and/or its affiliates but may in the future engage, in transactions with, and may perform, from time to time, investment banking and advisory
services for us in the ordinary course of their business and for which it would receive customary fees and expenses. In addition, in the
ordinary course of its business activities, A.G.P. and its affiliates may make or hold a broad array of investments and actively trade
debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for its own account and
for the accounts of its customers. Such investments and securities activities may involve securities and/or instruments of ours or our
affiliates.
LEGAL MATTERS
The validity of the securities being offered by
this prospectus will be passed upon for us by Cyruli, Shanks & Zizmor LLP, New York, New York. Thompson Hine LLP, New York, New York,
is acting as counsel for A.G.P. in connection with this offering.
EXPERTS
Our consolidated financial statements as of December
31, 2024 and 2023 appearing in this prospectus and in the registration statement have been audited by BCRG Group. an independent registered
public accounting firm and are included in reliance upon such report given upon the authority of such firm as experts in accounting and
auditing.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference”
information that we file with it, which means that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus. Information in this prospectus supersedes information incorporated
by reference that we filed with the SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically
update and supersede the information in this prospectus to the extent that a statement contained in this prospectus or free writing prospectus
provided to you in connection with this offering, or in any other document we subsequently file with the SEC that also is incorporated
by reference in this prospectus, modifies or supersedes the original statement.
The following documents filed with the SEC are
hereby incorporated by reference in this prospectus:
| |
● |
our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025; |
| |
|
|
| |
● |
our Quarterly Report on Form 10-Q for the period ended March 31, 2025 with the SEC on May 15, 2025; |
| |
|
|
| |
● |
our Current Reports on
Form 8-K, filed with the SEC on January
24, 2025, February 24,
2025, April 1, 2025, April 4, 2025, April 21, 2025, June 2, 2025, June 10, 2025, June 11, 2025 and June 13, 2025. |
| |
● |
the description of our securities contained in our Annual Report on Form 10-K, filed with the SEC on March 31, 2025, as well as any additional amendments or reports filed for the purpose of updating such description. |
All reports and other documents subsequently filed
by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination
of this offering, including all such reports and other documents filed with the SEC after the date of the initial filing of the registration
statement of which this prospectus forms a part and prior to the effectiveness of such registration statement, shall be deemed to be incorporated
by reference in this prospectus and to be part hereof from the date of filing of such reports and other documents.
We will furnish without charge to you, on written or oral request,
a copy of any or all of the documents incorporated by reference, including exhibits to these documents. You should direct any requests
for documents by writing us at 13576 Walnut Street, Suite A, Omaha, NE 68144 or by telephoning us at (833) 931-6330.
Notwithstanding the statements in the preceding
paragraphs, no document, report, or exhibit (or portion of any of the foregoing) or any other information that we have “furnished”
or may in the future “furnish” to the SEC pursuant to the Exchange Act shall be incorporated by reference into this prospectus
supplement.
In accordance with Rule 412 of the Securities
Act, any statement contained in a document incorporated by reference herein shall be deemed modified or superseded to the extent that
a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.
Where
You Can Find Additional Information
This prospectus supplement and the accompanying
prospectus are part of a registration statement on Form S-3 we filed with the SEC under the Securities Act and do not contain all the
information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus supplement
or the accompanying prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should
refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by
reference into this prospectus supplement or the accompanying prospectus for a copy of such contract, agreement or other document. Because
we are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy information filed by us with the SEC at the SEC’s public reference
section, 100 F Street, N.E., Washington, D.C. 20549. Information regarding the operation of the public reference section can be obtained
by calling 1-800-SEC-0330. The SEC also maintains an Internet site at http://www.sec.gov that contains reports, statements and other information
about issuers, such as us, who file electronically with the SEC.
We also maintain a website at www.klothoneuro.com
through which you can access our SEC filings free of charge. The information set forth on our website is not part of this prospectus supplement.
KLOTHO NEUROSCIENCES, INC.
Up to $50,000,000 of Shares of Common Stock
PROSPECTUS SUPPLEMENT
A.G.P.
July 28, 2025
