[8-K] ANEW MEDICAL, INC. Common Stock Reports Material Event

Rhea-AI Filing Summary

Kineta, LLC (successor by merger to Kineta, Inc.; symbol KA) has filed Post-Effective Amendment No. 1 to four Form S-3 registration statements to deregister every security that remained unsold at the time its merger with TuHURA Biosciences, Inc. closed on 30 June 2025. Because Kineta is now a wholly-owned subsidiary of TuHURA, the previously planned offerings are terminated and the related shelf capacity is no longer required.

• No. 333-252695: resale shelf of 1,460,861 common shares.
• No. 333-269340: resale of 649,346 common shares plus a universal shelf of up to $200 million in mixed securities.
• No. 333-272326: resale of 1,425,179 common shares underlying warrants.
• No. 333-275309: resale of 890,208 common shares underlying warrants.

In total, roughly 4.4 million shares and the $200 million shelf are being removed from registration. The filing is largely administrative: it prevents any further issuance under the old S-3s, eliminates potential SEC reporting obligations tied to those statements, and tidies Kineta’s capital-markets profile under TuHURA’s ownership. Kineta remains a non-accelerated filer and smaller reporting company; no new securities are being offered, and no proceeds will be received.

Insights

Securities Analyst

TL;DR – Housekeeping POS AM cancels 4.4 M unsold shares; neutral cash impact.

The amendment simply turns off Kineta’s four active S-3 shelves now that the TuHURA merger is complete. Investors should note the removal of roughly 4.4 million potentially dilutive shares and a $200 million mixed-shelf, which could ease market overhang perceptions. However, this also eliminates a ready source of follow-on capital, pushing any future fundraising to TuHURA’s balance sheet. Because the economic terms of the merger were previously disclosed and no new financial metrics appear here, I view the filing as operationally neutral to existing shareholders.

Corporate Governance Expert

TL;DR – Filing cleans legacy S-3s, reducing liability and disclosure burden.

Deregistering unsold securities post-merger is best practice under Rule 415 and limits potential Section 11 liability tied to dormant registration statements. It also clarifies that TuHURA, not Kineta, will now control any future capital-markets activity, streamlining governance and reporting. There is no adverse regulatory signal; the step is a routine, albeit necessary, cleanup.

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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): June 30, 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 7.01 Regulation FD Disclosure.

On June 30, 2025, Klotho Neuroscience, Inc. (the “Company”) issued a press release regarding the commencement of manufacturing of its gene therapy candidate. 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
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: June 30, 2025	KLOTHO NEUROSCIENCES, INC.
	By:	/s/ Joseph Sinkule
	Name:	Joseph Sinkule
	Title:	Chief Executive Officer

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