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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 26, 2024
KLOTHO NEUROSCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-41340 |
|
86-2727441 |
| (Commission File Number) |
|
(IRS Employer
Identification No.) |
13576 Walnut Street, Suite A
Omaha, NE 68144
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code (833) 931-6330
ANEW Medical, Inc.
1115 Broadway, 12th Floor
New York, NY 10010
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
| Common Stock |
|
KLTO |
|
The Nasdaq Stock Market LLC |
| Warrants |
|
KLTOW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY NOTE
This Amendment No. 1 to the Current Report on Form 8-K originally filed
on August 30, 2024 (the “Original Filing”) is being filed solely to correct the effective date of the resignation of Edward
Cong Wang from the Company’s Board of Directors.
As previously disclosed, Mr. Wang, who is
located in China, submitted his resignation via e-mail on Sunday, August 25, 2024. On Monday, August 26, 2024, the Company contacted
Mr. Wang to confirm his resignation and to ask him whether he intended to exercise his contractual right to designate a successor.
Mr. Wang responded later that day and confirmed he would not be appointing a replacement. Accordingly, the Company considered the
resignation to have become finalized and thus effective on Monday, August 26, 2024. The Original Filing incorrectly stated that the
resignation was effective on Sunday, August 25, 2024.
No other changes have been made to the Original Filing.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 26, 2024, Klotho Neurosciences, Inc.,
then known as ANEW Medical, Inc. (the "Company”) accepted the resignation of Edward Cong Wang as a member of the Company’s
Board of Directors. Mr. Wang had served as a Director and Chief Financial Officer of the Company prior to the Company’s business
combination and had agreed to remain as nominee of the Company’s original sponsor. On that date, Mr. Wang also waived his contractual
right to appoint a designee to the Board of Directors to replace him.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Dated: July 22, 2025 |
KLOTHO NEUROSCIENCES, INC. |
| |
|
|
| |
By: |
/s/ Joseph Sinkule |
| |
Name: |
Joseph Sinkule |
| |
Title: |
Chief Executive Officer |
