Klotho Neurosciences Insider Ownership Jumps via Merger Stock Grant

Rhea-AI Filing Summary

Form 4 filed 08/07/2025 – Klotho Neurosciences, Inc. (KLTO)

Chief Financial Officer Jeffrey Brian LeBlanc disclosed the acquisition of 156,199 common shares on 08/05/2025. The shares were received as contingent merger consideration, not through an open-market purchase. After the transaction, LeBlanc’s direct beneficial ownership rises to 720,342 shares; no derivative positions were reported.

• Transaction code: A (acquired)
• Ownership form: Direct
• No price or derivative activity disclosed

The filing strengthens insider equity alignment but stems from pre-arranged merger terms rather than discretionary buying, limiting immediate market impact.

Positive

• CFO’s direct ownership increases to 720,342 shares, potentially aligning management incentives with shareholders.

Negative

• None.

Insights

Equity Analyst

TL;DR: CFO received 156k KLTO shares via merger, boosting holdings to 720k; alignment rises, market impact modest.

The automatic issuance enlarges the CFO’s stake to roughly three-quarters of a million shares, signalling post-merger integration progress and tighter management-shareholder alignment. However, because the shares were earned under contingent consideration and not bought in the open market, the purchase offers limited incremental signaling about insider sentiment. There is no pricing data to infer valuation views, and no disposals occurred. Overall impact: neutral to mildly positive.

Corporate Governance Specialist

TL;DR: Mandatory share grant enhances insider ownership; governance risk unchanged, disclosure routine.

Contingent merger equity awards are common; this Form 4 merely documents delivery. The CFO now holds a significant stake, which can better align incentives with shareholder value creation. No red flags such as accelerated vesting or option backdating appear. As the transaction was not discretionary, its signaling value is limited, and governance implications remain standard.

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^*

LeBlanc Jeff

(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)

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

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		156,199	A	(1)	720,342	D

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

Explanation of Responses:

1. The Reporting Person received the shares as contingent merger consideration.

Remarks:

	Jeffrey Brian LeBlanc	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 KLTO shares did the CFO acquire?

He received 156,199 common shares on 08/05/2025.

What is Jeffrey LeBlanc’s total shareholding after the transaction?

His direct beneficial ownership stands at 720,342 KLTO shares.

Was the acquisition an open-market purchase?

No, the shares were issued as contingent merger consideration, not bought on the market.

Were any derivative securities reported?

None. The filing lists no options, warrants, or other derivative positions.

Does this Form 4 suggest insider confidence in KLTO?

Because the shares were granted under merger terms rather than voluntarily purchased, the confidence signal is limited.