Klotho Neurosciences: Zentman Gets 153,494 Shares, Holds 736,440; Options Vested

Rhea-AI Filing Summary

Samuel Zentman, a director of Klotho Neurosciences, Inc. (KLTO), reported insider acquisitions and option holdings on Form 4. On 08/05/2025 he received 153,494 common shares as contingent merger consideration and, after the transaction, beneficially owned 736,440 common shares. The filing notes some shares are owned by The Samuel Zentman 2012 Irrevocable Trust, which Zentman beneficially owns.

On 08/07/2025 Zentman acquired a non-qualified stock option with an exercise price of $0.41 for 10,000 options and the filing reports 40,000 derivative securities beneficially owned following the transaction. The options are fully vested and exercisable at any time, and the filings identify an expiration date of 01/16/2035 for the derivative instrument shown.

Positive

• Director acquisition of 153,494 shares as contingent merger consideration increases insider ownership
• Total beneficial ownership of 736,440 shares reported after the transaction, indicating substantial insider stake
• Options are fully vested and exercisable, giving the reporting person immediate ability to convert to common stock at $0.41

Negative

• None.

Insights

Securities Analyst

TL;DR: Director received merger consideration shares and added vested options, increasing his reported stake but not via open-market purchases.

The Form 4 shows Samuel Zentman received 153,494 shares as contingent merger consideration and now beneficially owns 736,440 shares in Klotho Neurosciences (KLTO). He also acquired 10,000 non-qualified options at a $0.41 exercise price and holds 40,000 derivative securities post-transaction; the filing states the options are fully vested and exercisable. For investors, these transactions indicate stronger insider alignment with the company through transaction-driven issuance rather than open-market buying, which is informative but not a direct liquidity signal.

Corporate Governance Expert

TL;DR: A director's receipt of merger consideration and vested options increases reported ownership and aligns interests, with portions held in an irrevocable trust.

The filing identifies Zentman as a director and notes that some shares are owned by The Samuel Zentman 2012 Irrevocable Trust, for which he is the beneficial owner. The receipt of shares as contingent merger consideration is a transaction tied to a corporate event rather than discretionary insider purchases, and the presence of fully vested options (exercise price $0.41) provides potential future equity exposure. These disclosures are routine but important for governance transparency regarding insider holdings and potential dilution from exercisable options.

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^*

ZENTMAN SAMUEL M

(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		153,494	A	(1)	736,440	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. The Reporting Person received the shares as contingent merger consideration.

2. The Reporting Person is the beneficial owner of the shares which are owned by The Samuel Zentman 2012 Irrevocable Trust.

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

Remarks:

	Samuel Zentman	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

What did Samuel Zentman report on the Form 4 for KLTO?

He reported receiving 153,494 common shares as contingent merger consideration and acquiring options, and he now beneficially owns 736,440 shares.

When were the transactions reported on the Form 4 (KLTO)?

The common stock acquisition was reported on 08/05/2025 and the derivative (option) transaction on 08/07/2025.

How many options and at what exercise price were reported?

The filing shows acquisition of 10,000 non-qualified stock options with an exercise price of $0.41 and reports 40,000 derivative securities beneficially owned following the transaction.

What is the nature of the shares received by Zentman?

The shares were received as contingent merger consideration, per the filing's explanation of responses.

Are any shares owned through a trust?

Yes. The filing states he is the beneficial owner of shares owned by The Samuel Zentman 2012 Irrevocable Trust.