8-K

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): November 8, 2024

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> <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

Redwoods Acquisition Corp.

1115 Broadway, 12th Floor

New York, NY 10010

(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 the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 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 1.02. Termination of a material definitiveagreement.

On November 8, 2024, Klotho Neurosciences, Inc. (the “Company”) and Teleost Biopharmaceuticals, LLC mutually agreed to terminate a Licensing Agreement dated January 28, 2023 granting the Company certain rights to develop and commercialize certain patent rights previously licensed to Teleost and know-how rights owned by Teleost in the field of gamma-melanocortins comprised of drug and peptide chemicals, API and pharmaceuticals that bind, affect, and potentially treat diseases directly or indirectly related to human MC1R receptors.

The Company sought the termination of the Licensing Agreement since the licensed rights are no longer core to the Company’s business and research plans.

Item 9.01	Financial Statements and Exhibits.
Exhibits	Description
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10.1	Termination Agreement
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: November 12, 2024	KLOTHO NOSCIENCES, INC.
	By:
	Name:
	Title:

All values are in Euros.

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Exhibit10.1

TERMINATIONAGREEMENT

This Termination Agreement (the “Agreement”) is made and entered into on this _______ day of October, 2024, by and between ANEW Medical, Inc., a Wyoming corporation (“ANEW”) and Teleost Biopharmaceuticals, LLC, an Arizona limited liability company (“Teleost”) (collectively, the “Parties”).

WHEREAS, on January 28, 2023, Teleost entered into a Licensing Agreement with a subsidiary of ANEW Medical, Inc., now a wholly-owned subsidiary of Klotho Neurosciences, Inc., for the exclusive worldwide right to develop and commercialize certain patent rights previously licensed to Teleost and know-how rights owned by Teleost in the field of gamma-melanocortins comprised of drug and peptide chemicals, API and pharmaceuticals that bind, affect, and potentially treat diseases directly or indirectly related to human MC1R receptors, as amended by the Parties on May 14, 2024 (the “License Agreement”), a copy of which is attached hereto as Schedule A;

WHEREAS, on June 21, 2024, the parties executed a Correction Amendment to clarify that ANEW was the proper licensee under the License Agreement; and

WHEREAS, the Parties mutually desire to terminate the Licensing Agreement with no further obligation or liability on the part of either Party.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Termination of License Agreement. The Parties agree that as of the date hereof, the License Agreement shall be deemed to be terminated and of no further force and effect without any further obligation or liability on the part of either Party except as set forth in Section 3 below.

2. Mutual Releases. Each Party hereby fully and unconditionally releases, discharges, and holds harmless the other Party, its officers, directors, employees, consultants, affiliates and subsidiaries from any and all claims, demands, liabilities, actions, or causes of action, whether known or unknown, arising at any time and through the date hereof, whether arising from the License Agreement or otherwise.

3. Survival of Confidentiality Obligations. Notwithstanding the termination of the License Agreement, any provisions which relate to confidentiality shall survive the termination of the Licensing Agreement.

4. Miscellaneous.

a. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws principles.

b. Entire Agreement: This Termination Agreement constitutes the entire agreement between the Parties concerning the termination of the License Agreement and supersedes all prior agreements or understandings, whether oral or written, regarding this subject matter.

c. Amendments: Any amendment or modification of this Agreement must be made in writing and signed by both Parties.

d. Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original or electronically by PDF and delivery of an executed copy of this Agreement by electronic transmission shall be as effective as delivery of a manually executed copy of this Agreement.

IN WITNESS WHEREOF, the Parties have executed Termination Agreement as of the date first written above.

TELEOST BIOPHARMACEUTICALS, LLC
By:	/s/<br> S.S.
	Name:
	Title:
ANEW MEDICAL, INC
---	---	---
Per:	/s/<br> Joseph S. Sinkule
	Name:	Joseph S. Sinkule
	Title:	CEO

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SCHEDULE A

LICENSE AGREEMENT

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