8-K
Greenland Mines Ltd (GRML)
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 5, 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<br><br> 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<br> the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br> the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br> 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<br> 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 1.01 Entry into a Material Definitive Agreement
On June 10, 2025, certain investors agreed to exercise their Public common stock warrants at a reduced exercise price. The Company entered into a warrant repricing agreement with those investors (the “Warrant Letter Agreement”) whereby the Company reduced the exercise price of 4,515,762 outstanding Public common stock warrants (the “Repriced Warrants”) held by six investors. The Repriced Warrants had their exercise price reduced to $1.35 per share. Other than the reduction in exercise price, the terms of the Repriced Warrants remain the same and unchanged.
The foregoing summary of the Warrant Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.1 to this Current Report on Form 8-K, which are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
On June 5, 2025, the Company entered into a Stock Purchase Agreement for the sale of 4,000,000 shares of the Company’s common stock for a total purchase price of $500,000.
The sale listed above was made in reliance upon the exemption from registration offered by Section 4(2) of the Securities Act of 1933 and based upon the pre-existing relationship between the Registrant and the purchaser, the Registrant had reasonable grounds to believe immediately prior to making an offer to such individual, and did in fact believe, that such individual (1) was purchasing for investment and not with a view to distribution, and (2) had such knowledge and experience in financial and business matters that he was capable of evaluating the merits and risks of his investment and was able to bear those risks. An appropriate restrictive legend is imprinted upon the certificates representing such shares, and stop-transfer instructions have been entered in the Registrant’s transfer records. All such sales were effected without the aid of underwriters, and no sales commissions were paid.
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Item 7.01 Regulation FDDisclosure.
On June 9, 2025, Klotho Neuroscience, Inc. (the “Company”) issued a press release regarding a scientific study. 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 |
|---|---|
| 10.1 | Warrant Letter Agreement |
| 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 10, 2025 | KLOTHO NOSCIENCES, INC. |
|---|---|
| By: | |
| Name: | |
| Title: |
All values are in Euros.
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Exhibit 10.1
June 10, 2025
To: Holder of Common Share Purchase Warrants
Re: Inducement Offer and Agreement to Exercise Common Share Purchase Warrants
Dear Holder:
Klotho Neurosciences Inc., a Delaware corporation (the “Company”), is pleased to offer to you the opportunity to exercise the Common Stock Purchase Warrants issued to you on April 4, 2022 (with a current exercise price of $3.49 per share) (collectively, the “Warrants”), currently held by you (the “Holder”) at a lower exercise price equal to $1.35 per share. The resale of the common stock, par value $0.0001 per share (“Common Shares”), underlying the Warrants (“Warrant Shares”) have been registered pursuant to registration statement on Form S-1 (File No. 333-281946) (the “Registration Statement”). The Registration Statement is currently effective and, upon exercise of the Warrants pursuant to this letter agreement, will be effective for the resale of the Warrant Shares. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Warrant.
In consideration for exercising the Warrants held by you (the “Exercise”), the exercise price for the Warrants shall be deemed to be equal to $1.35.
If this offer is accepted and the transaction documents are executed on or before 4:00 p.m. Eastern Time on June 10, 2025, the Company shall issue a press release or file a Form 8-K with theCommission disclosing all material terms of the transactions contemplated hereunder. From and after the issuance of such press release or the filing of such Form 8-K, the Company represents to you that it shall have publicly disclosed all material, non-public information delivered to you by the Company, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated hereunder. In the event the Company does not issue a press release or file a Form 8-K with the Commission disclosing all material terms of the transactions contemplated hereunder by 12:00 PM EST on June 10, 2025, Holder’s exercise of its warrants (via countersignature of this Warrant Inducement Agreement) will automatically become null and void and without legal effect. In addition, effective upon the issuance of such press release or the filing of such Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and you and your Affiliates on the other hand, shall terminate. The Company represents, warrants and covenants that, upon acceptance of this offer, the Common Shares underlying the Warrants shall be issued free of any legends or restrictions on resale by the Holder and all of the Warrant Shares shall be delivered electronically through the Continental Stock Transfer & Trust Company within one (1) business day of the date the Company receives the Warrants Exercise Price (or, with respect to Warrant Shares that would otherwise be in excess of the Beneficial Ownership Limitation, within two (2) business days of the date the Company is notified by the Holder that its ownership is less than the Beneficial Ownership Limitation). The terms of the Warrants, including but not limited to the obligations to deliver the Warrant Shares, shall otherwise remain in effect as if the acceptance of this offer were a formal Notice of Exercise (including but not limited to any liquidated damages and compensation in the event of late delivery of the Warrant Shares).
***************
Within one business day from the Holder’s execution of this letter, the Holder shall make available for “Delivery Versus Payment” to the Company immediately available funds equal to the number of Warrants being exercised multiplied by the exercise price per share as set forth above and the Company shall deliver the Warrant Shares via “Delivery Versus Payment” to the Holder.
Sincerely yours,
KLOTHO NEUROSCIENCES, INC.
By:
Name:
Title: Chief Financial Officer
Accepted and Agreed to:
HOLDER:
| By: | |
|---|---|
| Name: | |
| Title: | |
| Number of Warrants Exercised | |
| --- | --- |
| Warrant Exercise Price | $ |
| Total Compensation paid for Warrant Exercise | |
| Beneficial Ownership Blocker: | |
| DTC Instructions: |
Annex A
Representations, Warranties and Covenants of the Company. The Company hereby makes the following representations and warranties to the Holder:
(a) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this letter agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this letter agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith. This letter agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b) No Conflicts. The execution, delivery and performance of this letter agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents; or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any liens, claims, security interests, other encumbrances or defects upon any of the properties or assets of the Company in connection with, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument (evidencing Company debt or otherwise) or other material understanding to which such Company is a party or by which any property or asset of the Company is bound or affected; or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected, except, in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a material adverse effect upon the business, prospects, properties, operations, condition (financial or otherwise) or results of operations of the Company, taken as a whole, or in its ability to perform its obligations under this letter agreement.
Exhibit 99.1
KLOTHO NEUROSCIENCE, INC. ANNOUNCES AN APPROACHTO INCREASE LONGEVITY AND
HEALTHY LIFE SPAN - REPLACE A SILENCED GENE CALLED ALPHA-KLOTHO (“α-KLOTHO”)
Recent clinical and pre-clinical studies and analysis indicatesthe potential to increase lifespan and reduce age-associated degeneration in multiple organ systems has be realized with a focus on thehuman gene called Klotho.
NEW YORK, June 9, 2025 /PRNewswire/ -- Klotho Neurosciences, Inc. (NASDAQ: called-alpha-klotho--klotho-302476036.html - financial-modalKLTO), a U.S.-based biogenetics company announced the findings of pre-clinical studies indicating the potential of elevating Klotho gene expression to simultaneously reduce the age-associated degeneration in multiple organs, increasing both life and health span.
Pioneering discoveries by Professor Makoto Kuro-O in 1997 showed that Klotho concentrations in the blood were directly associated with lifespan of mammals – the lower the Klotho blood levels the shorter the lifespan. Kuro-O’s laboratory then published the first evidence that genetic over expression of the full-length form of Klotho in mice, increased in lifespan of mice of up to 30%-40% longer compared to the normal mouse lifespan. Since then, the Klotho protein has gained much attention because of its ability to influence key biological pathways involved in metabolism, inflammation and tissue repair, which are closely linked to the aging process.
A series of experiments led by Joan Roig-Soriano and colleagues, published in the February 2025 edition of Molecular Therapy, highlights the promising role of the naturally occurring secreted form of the Klotho protein (“s-KL”) and its effects on healthy aging mice and mice with a rapidly aging phenotype. Key observations were that, while aging is a major risk factor for many pathologies, including cognitive decline, neuroinflammation, sarcopenia, and osteoporosis, the secreted protein s-KL has emerged as a potentially promising therapeutic anti-aging molecule due to its many biological effects involving multiple pathways related to cell injury, stress, and inflammation. The s-KL was administered using an adeno-associated virus serotype 9 delivery vector (AAV9) that expressed the secreted KL protein isoform and efficiently increased the concentration of s-KL in serum, resulting in a 20% increase in lifespan.
Dr. Joseph Sinkule, the CEO of Klotho Neurosciences (KLTO) commented that “KLTO has secured an exclusive worldwide license for s-Kl from Universitat Autònoma de Barcelona (UAB) and Institució Catalana de Recerca i Estudis Avançats (ICREA) in Spain. As a result, we have the exclusive use of patents issued in the USA, Europe, and China covering a secreted splice variant of mammalian Klotho referred to as s-KL, as a treatment for neurodegenerative and age -related disorders. Professor Makoto Kuro-O is also a scientific advisor to KLTO. This recently published paper provides further credence to our development of s-KL as a treatment to reduce age-associated degeneration where, as a company, KLTO has a particular focus on neurodegenerative diseases such as ALS, Alzheimer’s and Parkinson’s disease. The results disclosed in the paper show the potential of elevating s-KL protein expression, resulting in the reduction of age-associated degeneration in multiple organs, increasing both life and health span”.
About Klotho Neurosciences, Inc. Klotho Neurosciences, Inc. (NASDAQ: KLTO), is a biogenetics company focused on the development of innovative, disease-modifying cell and gene therapies using a protein derived from a patented form of the “anti-aging” human Klotho gene (s-KL), and it’s novel delivery systems to transform and improve the treatment of neurodegenerative and age-related disorders such as ALS, Alzheimer’s, and Parkinson’s disease. The company’s current portfolio consists of its proprietary cell and gene therapy programs using DNA and RNA as therapeutics and genomics-based diagnostic assays. The company is managed by a team of individuals and advisors who are highly experienced in biopharmaceutical product development and commercialization.
For more information, contact:
Investor Contact and Corporate Communications - Jeffrey LeBlanc, CFO
jeff@klothoneuro.com
Website: www.klothoneuro.com.
Forward-Looking Statements:
This press release 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.