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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 6, 2025
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
(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.
Item 1.01. Entry Into or Amendment of a Material Definitive Agreement.
On August 6, 2025, Klotho Neurosciences, Inc. (the “Company”)
entered into a Letter Agreement (“Agreement:”) with AAVnerGene Inc. (“AAVnerGene”) for the manufacturing and development
of its KLTO-202 gene therapy candidate using the AAVnerGene’s AAVnerGene platform technology. The initial fees to be paid by the
Company are $250,000. Additional fees will apply based upon the stage of clinical trials and the Company will pay a two percent (2%)
royalty on revenue from all products created using the AAVone platform.
The foregoing description of the Agreement does
not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed herewith as Exhibit
4.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 12, 2025, the Company issued a press release announcing
the Terms of Agreement with AAVnerGene Inc. A copy of that press release is furnished as Exhibit 99.1 to this Current Report, and is
incorporated herein by reference. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 and
Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended whether made before or after the date hereof and
irrespective of any general incorporation language in any filings.
This Form 8-K contains forward-looking statements.
These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995.
These forward-looking statements generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity,"
"plan," "may," "should," "will," "would," "will be," "will continue,"
"will likely result," and similar expressions. Without limiting the generality of the foregoing, the forward-looking statements
in this press release include descriptions of the Company’s future commercial operations. Forward-looking statements are predictions,
projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject
to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in
this press release, such as the Company’s inability to implement its business plans, identify and realize additional opportunities, or
meet or exceed its financial projections and changes in the regulatory or competitive environment in which the Company operates. You
should carefully consider the foregoing factors and the other risks and uncertainties described in the documents filed or to be filed
by the Company with the U.S. Securities and Exchange Commission (the "SEC") from time to time, which could cause actual events
and results to differ materially from those contained in the forward-looking statements. Copies of these documents are available on the
SEC’s website, www.sec.gov. All information provided herein is as of the date of this press release, and the Company undertakes no obligation
to update any forward-looking statement, except as required under applicable law.
Item 9.01 Financial Statements and Exhibits.
| Exhibits |
|
Description |
| 4.1 |
|
Letter Agreement |
| 99.1 |
|
Press Release |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: August 12, 2025 |
KLOTHO NEUROSCIENCES, INC. |
| |
|
|
| |
By: |
/s/ Joseph Sinkule |
| |
Name: |
Joseph Sinkule |
| |
Title: |
Chief Executive Officer |
