Insider McGarity Ups Stake in WENA with Share Grant & Low-Priced Options

Rhea-AI Filing Summary

Form 4 filed 08/07/2025 shows director Jon McGarity increased his stake in Klotho Neurosciences, Inc. (ticker stated: KLTO) via two equity-boosting transactions.

• Common stock: 14,641 shares acquired on 08/05/2025 as contingent merger consideration, lifting direct ownership to 46,636 shares.
• Stock options: Grant of 10,000 fully-vested non-qualified options exercisable at $0.41, expiring 01/16/2035. Insider now holds 40,000 derivative securities.

All reported activity represents acquisitions; no shares were sold. Equity is held directly, though underlying common shares are beneficially owned through the Jon W. McGarity & Susan A. McGarity Revocable Trust. The filing contains no financial performance data or market prices.

Insights

Securities Analyst

TL;DR: Insider boosted direct stake and received deep-in-the-money options—marginally positive signal for alignment.

The director obtained additional common shares without cash outlay through merger earn-outs and was awarded 10k options at a low $0.41 strike, well below most micro-cap issue prices. Although not an open-market purchase, the moves raise his economic exposure to 46.6k shares plus 40k options, indicating confidence and incentivising long-term value creation. Dilution impact is negligible given the small option count relative to typical micro-cap floats. Overall news is modestly positive but not likely to move the stock materially.

Corporate Governance Expert

TL;DR: Routine equity grant and merger consideration; limited governance concerns.

The option award follows standard practice for director compensation and vests immediately, suggesting the board favours immediate alignment. Because the shares stem from predefined merger terms, they don’t imply opportunistic trading. No red flags such as 10b5-1 usage or sales appear. Impact on control is minimal, keeping reporting status as a non-10% owner. From a governance perspective, this is a standard, low-risk disclosure.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McGarity Jon

(Last) (First) (Middle)

1300 SOUTH BOULEVARD SUITE D

(Street)

CHARLOTTE NC 28203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Klotho Neurosciences, Inc. [ KLTO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/05/2025		A		14,641	A	(1)	46,636	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option	$0.41	08/07/2025		A		10,000		(3)	01/16/2035	Common Stock	10,000	$0.41	40,000	D

Explanation of Responses:

1. Shares resulting from contingent merger consideration.

2. The Reporting Person is the beneficial owner of the shares which are owned by the Jon W. McGarity and Susan A. McGarity Revocable Trust.

3. Options are fully vested and can be exercised at any time.

Remarks:

	Jon McGarity	08/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many WENA (KLTO) shares did Jon McGarity acquire?

He received 14,641 common shares on 08/05/2025 as contingent merger consideration.

What is the strike price of the new stock options?

The 10,000 non-qualified options are exercisable at $0.41 per share.

What is McGarity’s total direct shareholding after the transactions?

His direct ownership increased to 46,636 common shares.

When do the new options expire?

The options are exercisable until 01/16/2035.

Were any shares sold in this filing?

No. All reported transactions were acquisitions; no dispositions occurred.