Form 12b-25: Klotho Neurosciences to File 10-Q Under 15-Day Relief

Rhea-AI Filing Summary

Klotho Neurosciences, Inc. submitted a Form 12b-25 notifying the SEC that its Quarterly Report for the period ended June 30, 2025 could not be filed on time because the financial statements were not completed in time to obtain necessary review and signatures. The company indicated it is relying on Rule 12b-25(b) and expects to file the report within the prescribed 15-calendar-day relief period. The filing states that other periodic reports have been filed and the company does not anticipate a significant change in results for the period.

Positive

• Submitted a Form 12b-25 notifying the SEC of the delay
• Checked Rule 12b-25(b) indicating intent to file within the 15-calendar-day relief window
• Reported that all other required periodic reports were filed
• Indicated no anticipated significant change in results for the period

Negative

• Quarterly report for the period ended June 30, 2025 was not filed on time
• Financial statements were incomplete, delaying necessary review and signatures

Insights

Financial Analyst

TL;DR: Routine 12b-25 late-filing notice due to incomplete financials; company expects to file under 15-day relief; impact appears neutral absent material changes.

The registrant has checked Rule 12b-25(b), indicating an intent to cure the late filing within the 15-calendar-day cure period, and reported that other periodic reports are current. No anticipated significant change in operating results was reported, which limits immediate investor concern. Monitoring the eventual 10-Q for any material adjustments will determine whether the delay was consequential.

Corporate Governance Expert

TL;DR: Formal SEC notice and CEO signature reflect procedural compliance; repeated delays would raise governance questions.

The company followed the required disclosure process by filing a 12b-25 notification and identifying a responsible contact. This indicates governance procedures are being observed for disclosure timing. While a single, explained delay is typically a procedural issue, governance risk increases if such delays recur or if the eventual filing contains material revisions to prior statements.

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

FORM 12b-25

	NOTIFICATION OF LATE FILING	SEC FILE NUMBER
		001-41340
		CUSIP NUMBER
		758083 109

(Check One):    ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN
☐ Form N-CSR

For Period Ended:        June 30, 2025       

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q

For the Transition Period Ended: _______________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

Klotho Neurosciences, Inc.

Full Name of Registrant

Former Name if Applicable

1300 South Boulevard, Suite D

Address of Principal Executive Office (Street and Number)

Charlotte, NC 28203

City, State and Zip Code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

We could not timely file our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, because the financial statements could not be completed in sufficient time to solicit and obtain the necessary review of the subject report and signatures thereto in a timely fashion prior to the due date of the report.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	Paul Goodman		(347)		379-4627
	(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s).	☒ Yes   ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?	☐ Yes  ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

Klotho Neurosciences, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date : August 14, 2025	By:	/s/ Joseph A. Sinkule
		Name:	Joseph A. Sinkule
		Title:	Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

3

FAQ

What did Klotho Neurosciences disclose in its Form 12b-25?

The company disclosed that its Quarterly Report for the period ended June 30, 2025 could not be filed on time because the financial statements were not completed in time to obtain necessary review and signatures.

When does Klotho Neurosciences expect to file the delayed 10-Q?

The company indicated it intends to file the subject report on or before the fifteenth calendar day following the prescribed due date, under Rule 12b-25(b).

Does the company expect a significant change in results for the period?

No. The filing indicates the company does not anticipate any significant change in results of operations from the corresponding period last fiscal year.

Who can be contacted about this notification?

Paul Goodman is listed as the contact for this notification (phone number provided in the filing).

Who signed the Form 12b-25 on behalf of the company?

The form was signed on the company’s behalf by Joseph A. Sinkule, Chief Executive Officer.