What changed in this filing

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Item 1. Financial Statements

2024-11-19 compared with 2024-08-19 · 567 added, 368 removed, 296 unchanged (76% of the section changed)

Financial Statements

MEDICAL, INC.

NEUROSCIENCES, INC.

UNAUDITED CONSOLIDATED

BALANCE SHEETS

September 30,

Current assets:

1 unchanged sentence

Total current assets

Other assets:

Total other assets

Intangible assets:

LIABILITIES AND STOCKHOLDERS’ EQUITY

2 unchanged sentences

Accrued expenses

Related party payable

Notes payable to related parties

Notes payable

Assumed Income tax payable from Merger

Other liabilities

Total current liabilities

Convertible promissory notes

Warrant liability

3 unchanged sentences

Preferred stock, par value $ 0.0001 , 100,000,000 shares authorized;

0 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

0 issued and outstanding.

Common stock, par value $ 0.0001 , 1,000,000,000 shares authorized;

15,678,898 and 15,130,393 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

19,863,515 and 15,130,393 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.

Additional paid-in capital

3 unchanged sentences

( 3,923,677 )

Total stockholders’ equity (deficit)

( 1,551,395 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

accompanying notes to the unaudited consolidated financial statements.

MEDICAL, INC.

STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

NEUROSCIENCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

the Three Months Ended

September 30,

the Nine Months Ended

September 30,

Operating expenses:

2 unchanged sentences

Total operating expenses

Operating income (loss)

Nonoperating income (expenses):

Net operating loss

( 2,870,932 )

( 3,688,584 )

Other income (expense):

Interest expense

Change in fair value of warrant liability

Other income (expenses)

Total nonoperating expenses

Net income (loss) before income taxes

Other income (expense)

Total other income (expense)

Net loss before income taxes

( 2,959,426 )

Net income (loss)

( 4,083,109 )

2 unchanged sentences

$ ( 4,083,109 )

Net income (loss) per share:

$ ( 580,983 )

Net loss per share:

Basic and Diluted

Weighted average common shares outstanding

Weighted average common shares outstanding – basic and diluted

accompanying notes to the unaudited consolidated financial statements.

MEDICAL, INC.

NEUROSCIENCES, INC.

UNAUDITED CONSOLIDATED

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Preferred Stock

Stockholder’s

January 1, 2024, Revised

(Series B, C and D)

Balance, January 1, 2024, Revised

$ ( 3,923,677 )

application of merger

Retroactive application of merger

( 1,318,672 )

( 1,014,429 )

balance, beginning of period*

Adjusted balance, beginning of period*

( 3,923,677 )

warrants assumed from SPAC

Public warrants assumed from SPAC

Private warrants assumed from SPAC

Share-based compensation

( 1,123,683 )

at June 30, 2024

Balance June 30, 2024

$ ( 5,536,110 )

$ ( 1,551,394 )

Preferred Stock

(Series B, C and D)

Conversion of Notes Payable

Warrant conversion

Share-based compensation

( 2,959,426 )

Balance at September 30, 2024 (unaudited)

$ ( 8,495,536 )

Stockholder’s

Equity (Deficit)

Balance, January 1, 2023 as recast

January 1, 2023 as recast

$ ( 3,216,219 )

Retroactive application of merger

application of merger

( 1,405,250 )

Adjusted balance, beginning of period*

balance, beginning of period at 6/21/2024

( 3,216,219 )

Balance at June 30, 2023, Revised

at September 30, 2023, Revised

$ ( 3,797,202 )

at December 31, 2023 (unaudited)

$ ( 3,923,677 )

as a result of the business combination as recast, the shares of the Company’s common stock prior to the Business Combination (refer to Note 1) have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination on 6/21/24.

accompanying notes to the unaudited consolidated financial statements.

MEDICAL, INC.

NEUROSCIENCES, INC.

UNAUDITED CONSOLIDATED

STATEMENTS OF CASH FLOWS

Six Months Ended

For the Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

4 unchanged sentences

Commitment fee

Share-based compensation

Stock-based compensation

Changes in operating assets and liabilities:

9 unchanged sentences

Acquisition of patents

Acquisition of drug license

Acquisition of licenses

Net cash used in investing activities

3 unchanged sentences

Proceeds from sales of stocks and warrants, net

Proceeds from related party loans

Proceeds from shareholders

Merger proceeds net of transaction cost

6 unchanged sentences

Note payable settled with issuance of common stock

Interest payable settled with issuance of common stock

Non-cash directors and officers insurance

1 unchanged sentence

Commitment fee paid in stock

Assumed income tax payable from merger

Assumed warrant liability from merger

Assumed income tax payable

Warrant conversion

SUPPLEMENTAL CASH FLOW INFORMATION:

1 unchanged sentence

accompanying notes to the unaudited consolidated financial statements.

MEDICAL, INC.

NEUROSCIENCES, INC.

TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

AND BUSINESS DESCRIPTION

Medical, Inc.

(“The Company” or “Public ANEW”) develops essential medicines for the treatment of chronic diseases

– cancer, cardiovascular, and neurodegenerative disorders.

The Company currently has acquired two licensed platforms:

drug portfolio and a biosimilar biologics platform that uses biologic therapies to treat cancer, and two proprietary, patented technologies

involving the melanocortin receptor-binding molecules and a gene therapy platform which uses a gene therapy approach to introduce a therapeutic

protein called “Klotho” inside the body to treat neurodegenerative diseases.

Neurosciences, Inc.

(“The Company” or “Klotho”), formerly known as ANEW Medical, Inc., develops essential medicines

for the treatment of chronic diseases – cancer, cardiovascular, and neurodegenerative disorders.

The Company currently has acquired

two licensed platforms:

a generic drug portfolio and a biosimilar biologics platform that uses biologic therapies to treat cancer, and

two proprietary, patented technologies involving the melanocortin receptor-binding molecules and a gene therapy platform which uses a

gene therapy approach to introduce a therapeutic protein called “Klotho” inside the body to treat neurodegenerative diseases.

September 12, 2022, the Company acquired five market-approved anti-cancer drugs approved for sale in Germany.

9 unchanged sentences

skin pigmentation.

of May 30, 2023, Redwoods Acquisition Corp., a Delaware corporation and a special purpose acquisition company (“Redwoods”),

Anew Medical Sub, Inc., a Wyoming corporation (“Merger Sub”) and ANEW Medical, Inc., a Wyoming corporation (“ANEW”)

entered into a Business Combination Agreement, which was amended as of November 4, 2023 (the “Business Combination Agreement”).

On June 21, 2024 (the “Closing Date”), Merger Sub merged with and into ANEW, with ANEW continuing as the surviving corporation

and as a wholly owned subsidiary of Redwoods (the “Business Combination”).

In connection with the Business Combination, on

June 21, 2024, Public ANEW (“the Company”) filed the Amended Charter with the Delaware Secretary of State, and adopted the

amended and restated bylaws (the “Amended and Restated Bylaws”), which replaced Redwoods’ Charter and Bylaws in effect

as of such time.

In connection with the closing of the Business Combination (the “Closing”), Redwoods changed its name to

“ANEW Medical, Inc.” (“Public ANEW”).

accounting purposes, the transactions contemplated by the Business Combination are treated as a reverse acquisition and, as such, the

historical financial statements of the accounting acquirer ANEW will become the historical financial statements of Public ANEW.

this method of accounting, Redwoods was treated as the acquired company for financial reporting purposes.

Accordingly, for

accounting purposes, the Merger was treated as the equivalent of the Company issuing shares for the net assets of Redwoods,

accompanied by a recapitalization.

The net assets of Redwoods were stated at historical cost with no goodwill or other intangible

assets recorded.

Effective July 24, 2024, the Company changed its legal name from ANEW

Medical, Inc.

to Klotho Neurosciences, Inc.

This name change was approved by the Company’s Board of Directors to better reflect

the strategic focus of its proprietary products.

Throughout these financial statements, references to the “Company” refer

to Klotho Neurosciences, Inc., formerly known as ANEW.

Under certain circumstances, references to ANEW have remained when useful in describing

the sequence of events that occurred during the merger between Redwoods and ANEW.

As of May 30, 2023, Redwoods Acquisition Corp., a Delaware corporation

and a special purpose acquisition company (“Redwoods”), Anew Medical Sub, Inc., a Wyoming corporation (“Merger Sub”)

and ANEW Medical, Inc., a Wyoming corporation (“ANEW”) entered into a Business Combination Agreement, which was amended as

of November 4, 2023 (the “Business Combination Agreement”).

On June 21, 2024 (the “Closing Date”), Merger Sub

merged with and into ANEW, with ANEW continuing as the surviving corporation and as a wholly owned subsidiary of Redwoods (the “Business

Combination”).

In connection with the Business Combination, on June 21, 2024, Redwoods filed its Second Amended Certificate of Incorporation

with the Delaware Secretary of State, and adopted the amended and restated bylaws (the “Amended and Restated Bylaws”), which

replaced Redwoods’ Charter and Bylaws in effect as of such time.

In connection with the closing of the Business Combination (the

“Closing”), Redwoods changed its name to “ANEW Medical, Inc.”

For accounting purposes, the transactions contemplated by the Business

Combination are treated as a reverse acquisition and, as such, the historical financial statements of the accounting acquirer ANEW (Wyoming)

will become the historical financial statements of the Company.

Under this method of accounting, Redwoods was treated as the

acquired company for financial reporting purposes.

Accordingly, for accounting purposes, the Merger was treated as the equivalent of the

Company issuing shares for the net assets of Redwoods, accompanied by a recapitalization.

The net assets of Redwoods

were stated at historical cost with no goodwill or other intangible assets recorded.

Recapitalization

connection with the merger, Redwoods issued six million shares in exchange for all of the outstanding shares of the Company.

$ 10 per Redwood’s share, the valuation of the Company was $ 60 million.

after giving effect to the Business Combination, 15,130,393 shares of Company Common Stock were outstanding, from which 2,875,000 remain

in escrow for the Redwoods founders.

In addition, the new Public ANEW assumed 12,030,000 warrants from Redwoods in connection with the

merger immediately exercisable and composed of 11,500,000 public warrants and 530,000 private warrants.

Following the Closing, on June

21, 2024, the ANEW Common Stock and Public ANEW Warrants began trading on the Nasdaq under the symbols “WENA” and “WENAW,”

In connection with the merger, the Company issued six million

shares in exchange for all of the outstanding shares of ANEW.

At $ 10 per Redwood’s share, the valuation of ANEW was $ 60 million.

Immediately after giving effect to the Business Combination, 15,130,393

shares of Company Common Stock were outstanding, from which 2,875,000 remain in escrow for the Redwoods founders.

In addition, there were

12,030,000 warrants immediately exercisable and composed of 11,500,000 public warrants and 530,000 private warrants.

Following the Closing,

on June 21, 2024, the Company’s Common Stock and Warrants began trading on the Nasdaq under the symbols “WENA” and “WENAW,”

respectively.

1 unchanged sentence

and, as a result, no longer trade as a separate security.

Further, upon closing of the Business Combination on June 21, 2024, ANEW Medical

Further, upon closing of the Business Combination on June 21, 2024, the Company

received approximately $ 181,339 in net cash proceeds.

The Company assumed from Redwoods approximately $ 589,081 in cash.

Closing, pursuant to the terms of the Merger Agreement and after giving effect to the redemptions of shares of Redwoods Common Stock:

● The total consideration paid at Closing (the “Merger Consideration”) by Redwoods to ANEW Medical, Inc.

security holders was 6,000,000 shares of the Company common stock valued at $ 60 million (the “Consideration Shares”), based on an implied ANEW equity value of $ 60,000,000 valued at $ 10 per share;

share of ANEW Medical Common Stock, if any, that was owned by Redwoods, Merger Sub, ANEW

Medical, Inc.

or any other affiliate of Redwoods immediately prior to the effective time

of the Merger (the “Effective Time”) was automatically cancelled and retired

without any conversion or consideration;

● Each share of Merger Sub common stock, par value $ 0.0001 per share (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time was converted into one newly issued share of Common Stock of the Surviving Corporation.

On March 4, 2024, in

connection with the Merger, Public ANEW entered into a convertible promissory note and Securities Purchase Agreement (“SPA”)

with certain accredited investors (the “Redwoods PIPE Investors”) for an aggregate purchase price of up to $ 2,000,000

(the “Redwoods PIPE Financing”), which included 750,000 bonus shares of common stock.

Upon the closing of the Redwoods

PIPE Financing (funded and closed in connection with the closing of the Merger on June 21, 2024), which totaled $ 1,950,000 ,

of which $ 1,768,661 was used by the Company to settle transaction costs.

The Company received approximately $ 181,339 in net cash proceeds.

On April 22, 2024, in connection with the Merger,

Public ANEW entered convertible promissory note and Securities Purchase Agreement (“SPA”) with certain accredited investors

(the “ANEW PIPE Investors”) for an aggregate purchase price of up to $ 2,000,000 (the “ANEW PIPE Financing”),

which included 900,000 bonus shares of common stock.

Upon the closing of the ANEW PIPE Financing (funded and closed in connection

with the closing of the Merger on June 21, 2024), which totaled $ 1,950,000 , of which $ 1,000,000 was used by the Company

During the three months ended September 30, 2024, the Company determined there was

an additional approximate $ 8,500 cash.

pursuant to the terms of the Business Combination Agreement and after giving effect to the redemptions of shares of Redwoods Common Stock:

● The total consideration paid at Closing (the “Merger

Consideration”) by Redwoods to ANEW Medical, Inc.

security holders was 6,000,000 shares of the Company common stock valued at $ 60

million (the “Consideration Shares”), based on an implied ANEW equity value of $ 60,000,000 valued at $ 10 per share;

● Each share of ANEW Medical Common Stock, if any, that was

owned by Redwoods, Merger Sub, ANEW Medical, Inc.

or any other affiliate of Redwoods immediately prior to the effective time of the Merger

(the “Effective Time”) was automatically cancelled and retired without any conversion or consideration;

● Each share of Merger Sub common stock, par value $ 0.0001

per share (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time was converted into

one newly issued share of Common Stock of the Surviving Corporation.

In connection with the Merger,

the Company entered into a convertible promissory note and Securities Purchase Agreement (“SPA”) with certain accredited investors

(the “Redwoods PIPE Investors”) for an aggregate of 750,000 shares (bonus free trading shares and restricted

shares issued at closing), with each unit consisting of one share of Company common stock (the “PIPE Shares”)

for an aggregate purchase price of $ 2,000,000 (the “Redwoods PIPE Financing”).

Upon the closing of the

Redwoods PIPE Financing (which closed in connection with the closing of the Merger), the $ 2,000,000 were used by the Company

to settle transaction costs.

The Company received approximately $ 950,000 in cash proceeds.

with Closing, certain ANEW stockholders will be issued up to 5,000,000 additional shares of Redwoods’ Common Stock, now Public

ANEW, (the “ Contingent Consideration Shares ”), each valued at $ 10 per share, or an aggregate equity value of $ 50,000,000 ,

which will be issued as follows:

(i) 2,000,000

Contingent Consideration Shares upon Redwoods achieving a closing price equal to or exceeding $12.50 for 10 trading days within

a 20-day trading period in the first three years following the Closing;

(ii) 2,000,000

Contingent Consideration Shares upon Redwoods achieving a closing price equal to or exceeding $15.00 for 10 trading days within

a 20-day trading period in the first three years following the Closing;

(iii) 1,000,000

Contingent Consideration Shares upon Redwoods achieving a closing price equal to or exceeding $20.00 for 10 trading days within

a 20-day trading period in the first five years following the Closing.

all the conditions for the issuance of the Contingent Consideration Shares are satisfied, the sum of the Merger Consideration and the

Contingent Consideration will be $ 110,000,000 , assuming a price of $ 10 per share.

The Company received approximately $ 181,339 in net cash proceeds and recorded a receivable of $ 50,000 from

the Redwoods PIPE Financing funds.

In connection with the Merger,

the Company entered convertible promissory note and Securities Purchase Agreement (“SPA”) with certain accredited investors

(the “ANEW PIPE Investors”) for an aggregate of 854,257 units (bonus free trading shares and restricted shares

issued at closing), with each unit consisting of one share of Company common stock (the “PIPE Shares”)

for an aggregate purchase price of $ 2,000,000 (the “ANEW PIPE Financing”).

Upon the closing of the

ANEW PIPE Financing (which closed in connection with the closing of the Merger), $ 1,000,000 was used by the Company to

settle transaction costs.

The Company received approximately $ 950,000 in cash proceeds and recorded a receivable of $ 50,000 from the ANEW

PIPE Financing funds.

Concurrent with Closing,

certain ANEW stockholders may be entitled to up to an additional 5,000,000 shares of Company Common Stock (the “ Contingent Consideration

Shares ”), upon the following conditions being met:

(i) 2,000,000 Contingent Consideration Shares upon the Company’s common stock achieving a closing price equal to or exceeding $12.50 for 10 trading days within a 20-day trading period in the first three years following the Closing;

2,000,000 Contingent Consideration Shares upon the Company’s common stock achieving a closing price equal to or exceeding $15.00 for 10 trading days within a 20-day trading period in the first three years following the Closing;

1,000,000 Contingent Consideration Shares upon the Company’s common stock achieving a closing price equal to or exceeding $20.00 for 10 trading days within a 20-day trading period in the first five years following the Closing.

accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparable periods up to June

21, 2024 and reflected as such as of June 30, 2024, to reflect the number of shares of the Company’s common stock, $ 0.0001 par

21, 2024 and reflected as such as of September 30, 2024, to reflect the number of shares of the Company’s common stock, $ 0.0001 par

value per share, issued to ANEW’s stockholders in connection with the merger.

2 unchanged sentences

the exchange ratio established in the merger.

accounting purposes, the Merger was treated as the equivalent of the Company issuing shares for the net assets of Redwoods,

accompanied by a recapitalization.

The net assets of Redwoods were stated at historical cost with no goodwill or other intangible

assets recorded.

In connection with the Merger, in addition to the warrants, Public ANEW assumed $ 589,081 in cash and $ 568,111 in

income tax payable.

For accounting purposes, the Merger was treated as the equivalent of the

Company issuing shares for the net assets of Redwoods, accompanied by a recapitalization.

The net assets of Redwoods

were stated at historical cost with no goodwill or other intangible assets recorded.

In connection with the Merger, in addition to

the warrants, ANEW Medical assumed $ 589,081 in cash and $ 568,111 in income tax payable.

The income tax payable of $ 568,111 was

settled in full as of September 30, 2024 from the assumed $ 589,081 cash.

NOTE 2 — SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

The accompanying unaudited consolidated financial

statements have been prepared as if the Company will continue as a going concern.

The Company has incurred significant operating losses

and negative cash flows from operations since inception.

As of September 30, 2024, the Company had cash of approximately $ 51,000 and an

accumulated deficit of approximately $ 8.5 million.

The Company has incurred recurring losses, has experienced recurring negative

operating cash flows, and requires significant cash resources to execute its business plans.

The Company is dependent on obtaining additional

working capital funding from the sale of equity and/or debt securities in order to continue to execute its development plans and continue

Without additional funding, there is substantial doubt about the Company’s ability to continue as a going concern for

twelve months from the date of these financial statements.

of Presentation and Principles of Consolidation

52 unchanged sentences

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

As of June 30, 2024, the Company has not experienced

As of September 30, 2024, the Company has not experienced

losses on this account and management believes the Company is not exposed to significant risks on such account.

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described below:

Quoted prices in active

markets for identical assets or liabilities.

Inputs other than quoted

prices that are observable for the asset or liability, either directly or indirectly;

these include quoted prices for similar assets

or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Unobservable inputs with

little or no market data available, which require the reporting entity to develop its own assumptions.

prices in active markets for identical assets or liabilities.

other than quoted prices that are observable for the asset or liability, either directly or indirectly;

these include quoted prices

for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that

are not active.

inputs with little or no market data available, which require the reporting entity to develop its own assumptions.

Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment

2 unchanged sentences

the most conservative level of input that is significant to the fair value measurement.

value measurements at reporting date using:

Public warrant liabilities, June 30, 2024

Private warrant liabilities, June 30, 2024

Public warrant liabilities, December 31, 2023

Private warrant liabilities, December 31, 2023

Fair value measurements at reporting date using:

Quoted prices in active markets for identical liabilities (Level 1)

Significant other

observable inputs

Significant unobservable inputs

Representative warrant liabilities, September 30, 2024

Representative warrant liabilities, December 31, 2023

following tables present a reconciliation of the Level 3 Private Warrants liabilities:

Private warrant liabilities, January 1

Nine Months Ended

September 30,

Representative warrant liabilities, January 1

Issuances/Assumptions

Change in fair value

Private warrant liabilities, June 30

Private warrant liabilities, April 1

Issuances/Assumptions

Representative warrant liabilities, September 30

Three Months Ended

September 30,

Representative warrant liabilities, July 1

Change in fair value

Private warrant liabilities, June 30

Representative warrant liabilities, September 30

Company’s intangible assets consist of acquired medical licenses and patents.

Company acquires medical licenses for the treatment of medical conditions to market and sell in the future.

The initial asset cost is

the cost to acquire the license.

Once in use, the Company amortizes the license cost over the useful life using the straight-line method.

Company records the cost to acquire patents as the initial asset cost.

Once the patents are approved and in use, and assuming no litigations

expenses, the Company amortizes the patent cost over the useful life using the straight-line method.

The amortization period will not

exceed the lifespan of the protection afforded by the patent.

If the expected useful life of the patent is even shorter, the Company

will use the useful life for amortization purposes.

Thus, the shorter length of a patent’s useful life and its legal life will

be used for the amortization period.

The Company acquires medical licenses for the treatment of medical

conditions to market and sell in the future.

The initial asset cost is the cost to acquire the license.

Once in use, the Company amortizes

the license cost over the useful life using the straight-line method.

As part of the licensing agreements, the Company acquires patents

and records the cost to acquire patents as the initial asset cost.

Once the patents are approved and in use, assuming no litigations expenses,

the Company amortizes the patent cost over the useful life using the straight-line method.

The amortization period will not exceed the

lifespan of the protection afforded by the patent.

If the expected useful life of the patent is even shorter, the Company will use the

useful life for amortization purposes.

Thus, the shorter of a patent’s useful life or legal life will be used for the amortization

of Long-Lived and Intangible Assets

Company assesses the impairment of long-lived and intangible assets periodically, or at least annually, and whenever events or changes

in circumstances indicate that the carrying value may not be recoverable.

Factors considered important, which could trigger an impairment

review, include the following:

significant underperformance relative to historical or projected future cash flows;

significant changes

in the manner of use of the assets or the strategy of the overall business;

The Company assesses the impairment of long-lived and intangible assets

periodically, or at least annually, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Factors considered important, which could trigger an impairment review, include the following:

significant underperformance relative to

historical or projected future cash flows;

significant changes in the manner of use of the assets or the strategy of the overall business;

and significant negative industry trends.

When management

determines that the carrying value of long-lived and intangible assets may not be recoverable, impairment is measured as the excess of

the assets’ carrying value over the estimated fair value.

Management is not aware of any other impairment changes that may currently

however, the Company cannot predict the occurrence of events that might adversely affect the reported values in the future.

On an annual basis, the Company tests the long-lived and intangible assets for impairment based on the projected net present value of

cash flows for each asset.

Prior to the annual impairment test, if circumstances change and a long-lived or intangible asset is deemed

impaired, an impairment loss will be immediately recognized in the statements of operations.

At December 31, 2023, the date of the last

impairment test, it was determined that the estimated fair value of the intangible assets exceeded the carrying value of the assets by

50 %, indicating no impairment.

When management determines that the carrying value of long-lived and intangible assets may not

be recoverable, impairment is measured as the excess of the assets’ carrying value over the estimated fair value.

Management is

not aware of any other impairment charges that may currently be required;

however, the Company cannot predict the occurrence of events

that might adversely affect the reported values in the future.

On an annual basis, the Company tests the long-lived and intangible assets

for impairment based on the projected net present value of cash flows for each asset.

Prior to the annual impairment test, if circumstances

change and a long-lived or intangible asset is deemed impaired, an impairment loss will be immediately recognized in the statements of

At December 31, 2023, the date of the last impairment test, it was determined that the estimated fair value of the intangible

assets exceeded the carrying value of the assets by 50 %, indicating no impairment.

Company is in a pre-revenue state and does not generate revenue.

27 unchanged sentences

because their inclusion would have been anti-dilutive:

the Six Months Ended

For the Nine Months Ended

September 30,

$ ( 4,083,109 )

$ ( 580,983 )

average shares outstanding (denominator for basic earnings per share)

average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method)

loss per share

Weighted average shares outstanding (denominator for basic earnings per share)

Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method)

Basic loss per share

Diluted loss per share

following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion

would have been anti-dilutive:

the Six Months Ended

Total potentially

dilutive shares

For the Nine Months Ended

September 30,

Total potentially dilutive shares

and Development Cost

2 unchanged sentences

of the Company medical licenses and patents.

The Company R&D costs were $ 0 for the three and six months ended June

The Company R&D costs were $ 0 for the three and nine months ended September

30, 2024 and 2023, respectively.

9 unchanged sentences

For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service

Company recorded share-based compensation of $ 37,514 and $ 0 for the six months ended June 30, 2024, and 2023, respectively.

Company recorded share-based compensation of $ 1,990,366 and $ 100,000 for the nine months ended September 30, 2024, and 2023, respectively.

of September 30, 2024, the fair value of the Representative Warrant liabilities was $ 21,200 based on the closing price of the warrants

on The Nasdaq Capital Market.

The fair value of the Representative Warrants was approximately $ 0.04 per Representative Warrant, which

was based on the relative fair value to the Public Warrants.

During the quarter, our Public and Private Warrants met the conditions necessary

to adjust the exercise price and the redemption trigger price.

As of September 30, 2024, the exercise price was $ 3.49 per warrant, and

the redemption trigger price was $ 5.01 .

During the three months ended September 30, 2024, the fair value of the Representative warrants

decreased by $ 41,022 .

During the three months

ended September 30, 2024, a warrant holder exercised 130,000 warrants issued as part of the Series D Preferred Shares related to the Business

Combination, with a total value of $ 96,200 , valued as of September 27, 2024.

Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure

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effect on the Company’s consolidated financial statements.

3 — GOING CONCERN

accompanying consolidated financial statements have been prepared as if the Company will continue as a going concern.

The Company has

incurred significant operating losses and negative cash flows from operations since inception.

As of June 30, 2024, the Company had cash

of approximately $ 845 ,000 and an accumulated deficit of approximately $ 5.5 million.

The Company has incurred recurring losses,

has experienced recurring negative operating cash flows, and requires significant cash resources to execute its business plans.

is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue to execute

its development plans and continue operations.

Without additional funding, there is substantial doubt about the Company’s ability

to continue as a going concern for twelve months from the date of these financial statements.

NOTE 3 — PREPAID

expenses consist of the D&O insurance.

As of June 30, 2024 and December 31, 2023, the prepaid expenses, net were $ 154,500 and $ 0 ,

respectively, in the accompanying consolidated balance sheet.

Prepaid expenses consist of prepayment of the premium on Directors

and Officers insurance.

As of September 30, 2024 and December 31, 2023, prepaid expenses totaled $ 103,750 and $ 3,840 , respectively, in

the accompanying consolidated balance sheets.

NOTE 4 — INTANGIBLE

2015, the Company acquired two licenses for two licensed platform technologies, a biosimilar biologics platform that uses biologic therapies

to treat cancer – recombinant antibodies, and a gene therapy platform which uses a gene therapy approach to introduce a therapeutic

protein called “Klotho” inside the body to treat neurodegenerative diseases.

The value of the licenses was $ 736,983 at June

September 12, 2022, the Company acquired four market-approved anti-cancer drugs approved for sale in Germany for $ 1,308,270 .

The purchase price represents the fair value of the intangible asset based on the net present value of the projected gross profit to

be generated by the licenses.

The value of the licenses was $ 1,308,270 at June 30, 2024.

January 24, 2022, the Company signed an exclusive, world-wide License Agreement with the University of Barcelona for a cell and/or gene

therapy that has shown compelling activity in animal models of human Alzheimer’s disease and amyotrophic lateral sclerosis (“ALS”

or “Lou Gehrig’s disease”).

The gene therapy will also be applied to age-related diseases and rare (“Orphan”)

Beginning on December 15, 2022, the Quarterly license fee is 10,000 Euros.

In addition, the Company will pay a Royalty equal

to 3 % of net sales of finished products.

For the six months ended June 30, 2024 and 2023, the Company owes $ 0 under the agreement.

January 27, 2023, the Company signed a License Agreement with Teleost Biopharmaceutic, LLC to acquire various assets for the Company’s

proprietary pharmaceutical program segment.

The license includes the use of patented small drug molecules that bind to the melanocortin

receptors on human cells and affect skin pigmentation.

The terms include a $ 10,000 fee for signing the agreement and a $ 50,000 payment

on January 27, 2024.

assets consisted of the following:

Intangible Assets

September 30,

Non-Exclusive License Agreement

Proprietary pharmaceutical drugs

Various generic drugs

Four generic drugs (Encore)

Needleless Syringe License

Total intangible assets

Intangible assets are

● Non-Exclusive

License Agreement ($ 179,821 ) – On March 5, 2023, the Company signed a Non-Exclusive License Agreement with Heidelberg University

to grant non-exclusive rights to various licenses owned and under development by the university.

The licenses include the use of modified

AAV capsid polypeptides for treatment of muscular diseases.

The terms include a € 50,000 ($ 56,325 ) fee for signing the agreement

and € 100,000 ($ 112,650 ) payment within 60 days of the anniversary of signing the agreement.

The Company will pay € 1,000,000

($ 1,126,500 ) for each assignment of a right to a license owned by the university.

For new licenses, the Company will make standard commercial

development-based milestone payments for the various stages of license development and regulatory approval.

The Company will make 2 %

royalty payments by January 31 st each year during the term of the agreement for each licensed product for the proceeding

calendar year.

At September 30, 2024, the Company paid $ 179,821 under the agreement.

● Proprietary Pharmaceutical Drugs ($ 10,000 ) – On January 27, 2023, the Company signed a License Agreement with Teleost Biopharmaceutic, LLC to acquire various assets for the Company’s proprietary pharmaceutical program segment.

The license includes the use of patented small drug molecules that bind to the melanocortin receptors on human cells and affect skin pigmentation.

The terms include a $ 10,000 fee for signing the agreement and a $ 50,000 pay ment on January 27, 2024.

The Company will pay for all new patent costs for new discoveries and new treatments.

The Company will make standard

commercial development-based milestone payments for the various stages of license development and regulatory approval.

In addition, the

Company will make royalty payments on the net sales for commercial products.

Beginning in 2025, the Company will also pay patent and

license maintenance fees.

The amount due under the agreement was $ 10,000 at June 30, 2024.

March 5, 2023, the Company signed a Non-Exclusive License Agreement with Heidelberg University to grant non-exclusive rights to various

licenses owned and under development by the university.

The licenses include the use of modified AAV capsid polypeptides for treatment

of muscular diseases.

The terms include a € 50,000 ($ 56,325 ) fee for signing the agreement and € 100,000 ($ 112,650 ) payment within

60 days of the anniversary of signing the agreement.

The Company will pay € 1,000,000 ($ 1,126,500 ) for each assignment of a right

to a license owned by the university.

For new licenses, the Company will make standard commercial development-based milestone payments

for the various stages of license development and regulatory approval.

The Company will make 2 % royalty payments by January 31 st each

year during the term of the agreement for each licensed product for the proceeding calendar year.

At June 30, 2024, the Company paid

$ 179,821 under the agreement.

December 1, 2023, the Company signed a license agreement with TransferTech Sherbooke for the rights to develop and commercialize the

technology of a “Needleless Syringe.” Under the terms of the agreement, the Company paid a $ 26,060 upfront fee and royalty

fees on the license income.

The Company will make standard commercial development-based milestone payments for the various stages of license development and regulatory approval.

In addition, the Company will make royalty payments on the net sales for commercial products.

Beginning in 2025, the Company will also pay patent and license maintenance fees.

The amount due under the agreement was $ 10,000 at September 30, 2024.

The License Agreement with Teleost Biopharmaceutic, LLC was terminated as of November 8, 2024.

See note 11- subsequent events for additional detail.

Generic Drugs ($ 736,983 ) - During 2015, the Company acquired two licenses for two licensed platform technologies, a biosimilar

biologics platform that uses biologic therapies to treat cancer – recombinant antibodies, and a gene therapy platform which uses

a gene therapy approach to introduce a therapeutic protein called “Klotho” inside the body to treat neurodegenerative diseases.

The value of the licenses was $ 736,983 at September 30, 2024.

Generic Drugs (Encore) ($1,308,270) – On September 12, 2022, the Company acquired four market-approved anti-cancer

drugs approved for sale in Germany for $ 1,308,270 .

The purchase price represents the fair value of the intangible asset based on

the net present value of the projected gross profit to be generated by the licenses.

The value of the licenses was $ 1,308,270 at September

30, 2024 and December 31, 2023.

Syringe License ($ 26,060 ) – On December 1, 2023, the Company signed a license agreement with TransferTech Sherbooke for

the rights to develop and commercialize the technology of a “Needleless Syringe.” Under the terms of the agreement, the Company

paid a $ 26,060 upfront fee and royalty fees on the license income.

The Company has not commenced developing the technology.

The amount paid was $ 26,060 at June 30, 2024.

total licenses recorded were $ 2,261,134 and $ 2,137,638 at June 30, 2024 and December 31, 2023, respectively, in the accompanying consolidated

balance sheet.

The licenses are not in use.

Once the licenses are in use, the licenses will be amortized over the useful life.

The Company acquires patents for Alzheimer, ALS and other items from

third parties.

Once the patents are declared effective, patents are amortized using the straight-line method over their estimated

useful lives or statutory lives, whichever is shorter, and will be reviewed for impairment upon any triggering event that may impact the

assets’ ultimate recoverability as prescribed under the guidance related to impairment of long-lived assets.

paid was $ 26,060 at September 30, 2024.

($ 48,420 ) – Through its licensing arrangements, the Company acquires the right to patents for Alzheimer, ALS and other

Once the patents are declared effective, patents are amortized using the straight-line method over their estimated useful

lives or statutory lives, whichever is shorter, and will be reviewed for impairment upon any triggering event that may impact the assets’

ultimate recoverability as prescribed under the guidance related to impairment of long-lived assets.

Costs incurred to acquire patents,

2 unchanged sentences

expensed as professional fees in the accompanying statements for operations.

At June 30, 2024, professional fees incurred for the patents

in the amount of $ 30,898 were deemed not capitalizable and were expensed as professional fees in the accompanying statements for operations.

The patent value as of June 30, 2024 and December 31, 2023 was $ 48,420 , respectively, in the accompanying consolidated balance sheet.

At September 30, 2024, professional fees incurred for the

patents in the amount of $ 30,898 were deemed not capitalizable and were expensed as professional fees in the accompanying statements

for operations.

The patent value, which I spart of licenses in the accompanying consolidated balance sheet, as of September 30, 2024

and December 31, 2023 was $ 48,420 , respectively.

World-wide License Agreement - On January 24, 2022, the Company signed an exclusive, world-wide License Agreement with the University

of Barcelona for a cell and/or gene therapy that has shown compelling activity in animal models of human Alzheimer’s disease and

amyotrophic lateral sclerosis (“ALS” or “Lou Gehrig’s disease”).

The gene therapy will also be applied

to age-related diseases and rare (“Orphan”) diseases.

Beginning on December 15, 2022, the Quarterly license fee is 10,000

In addition, the Company will pay a Royalty equal to 3 % of net sales of finished products.

For the nine months ended September

30, 2024 and 2023, the Company owes $ 0 under the agreement.

licenses and patents are n ot currently in use as the Company is pre-revenue stage.

Once these licenses are in use, the licenses

will be amortized over its useful life.

The Company expects to utilize these licenses and patents in year 2025.

5 — ACCOUNTS PAYABLE AND ACCRUED EXPENSES

payable and accrued expenses consist of professional fees.

The accounts payable and accrued expenses as of June 30, 2024 and December

31, 2023 were $ 284,388 and $ 153,719 , respectively, in the accompanying consolidated balance sheet.

— COMMITMENTS AND CONTINGENCIES

time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary

course of business.

Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does

not believe that any of these proceedings or other claims will have a material effect on the Company’s business, financial condition,

results of operations or cash flows.

November 27, 2014, the Company signed a License Agreement and a Manufacturing and Supply Agreement for the monoclonal antibody development

license and supply agreement and related manufacturing with Reliance Life Sciences (RLS), the life science arm of Reliance Industries

Pvt Ltd, the largest private company in India.

The contract expires on November 27, 2024 with a 10 -year renewal option.

The License Agreement

entitles the Company to pay $ 100,000 per product for a total of three products with milestone payments for meeting certain criteria.

In addition, the Company will pay a quarterly royalty payment of 5 % on net sales of finished products.

The Manufacturing and Supply Agreement

contains an estimated acquisition price of active pharmaceutical ingredients (API) of $ 350,000 per Kg for each product developed.

As of June 30, 2024, the Company has not generated any activity under the agreement.

October 19, 2022, the Company signed an M&A/Capital Markets Advisory Agreement with Chardan Capital Markets to advise and assist

the Company in negotiating the terms and conditions with respect to a potential sale, purchase, merger, joint venture, business combination,

material change of control, or similar transaction involving the Company and a strategic acquirer and/or private or publicly listed entity

or business, including a Special Purpose Acquisition Company (SPAC), and with respect to any offerings of any equity, equity-linked or

debt securities of the Company or any other party to a financing transaction and perform such other financial advisory services to the

At the close of the merger on June 21, 2024, the Company paid $ 3.0 million and 1.5 million in common shares for M&A advisory

fees and deferred underwriting fees.

June 13, 2024, RWOD and ANEW entered into a forward purchase agreement with (i) Meteora Capital Partners, LP (“MCP”),

(ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC

(“MSC” and, collectively with MCP and MSTO, the “Seller”) (the “Forward Purchase Agreement”).

is the holder of the asset and Sponsor and is also a counterparty to Public ANEW.

Upon Closing of the merger on June 21, 2024 and on

June 30, 2024, the value of the contract for the Company was $ 0 as the contract created no receivable or obligation for the Company.

The Company will assess the Company obligation and value the contract in the future periods based on fair value and record changes on

the fair value in the Consolidated Statements of Operations.

Accounts payable and accrued expenses consist of professional fees.

The accounts payable and accrued expenses as of September 30, 2024 and December 31, 2023 were $ 831,428 and $ 153,719 , respectively, in

the accompanying consolidated balance sheet.

NOTE 6 – NOTES

September 12, 2022, the Company issued a $ 1,308,270 promissory note used to acquire four market-approved anti-cancer drugs.

5 – Intangible Assets for further discussion.

PAYABLE TO RELATED PARTIES

Notes payable to related

parties consisted of the following:

September 30,

December 2023 - $ 135,000 original amount bearing no interest due upon demand

May 2024 and December 2023 - $ 7,000 and $ 24,000 original amount bearing a one-time interest fee of $ 2,460 due upon demand.

August 2024 - $ 80,000 original amount bearing no interest due upon demand

August 2024 - $ 20,000 original amount bearing no interest due upon demand

September 2024

- $ 20,000 original amount bearing no interest due upon demand

Total notes payable to related parties

2023 ($135,000) – On December 1, 2023, the Company issued a promissory note to two members of management in the amount

of $ 135,000 .

The promissory note did not accrue interest.

The unpaid principal balance was $ 0 and $ 135,000 at September 30, 2024 and

December 31, 2023, respectively.

May 2024 and December

2023 ($ 7,000 and $ 24,000 ) – On December 12, 2023, the Company issued a promissory note to a member of management.

The promissory

note accrued interest at a one-time interest fee of $ 2,460 , which was paid off as of September 30, 2024.

The unpaid principal balance was

$ 31,000 and $ 24,000 at September 30, 2024 and December 31, 2023, respectively.

August 2024 ($ 80,000 )

– On August 27, 2024, the Company issued a promissory note to a member of management.

The promissory note accrues no interest.

The unpaid principal balance was $ 80,000 and $0 at September 30, 2024 and December 31, 2023, respectively.

August 2024 ($ 20,000 )

– On August 27, 2024, the Company issued a promissory note to a member of management.

The promissory note accrues no interest.

The unpaid principal balance was $ 20,000 and $0 at September 30, 2024 and December 31, 2023, respectively.

September 2024

($ 20,000 ) – On September 30, 2024, the Company issued a promissory note to a member of management.

The promissory note

accrues no interest.

The unpaid principal balance was $ 20,000 and $0 at September 30, 2024 and December 31, 2023, respectively.

NOTE 7 — NOTES

On September 12, 2022, the Company issued a $ 1,308,270 promissory note

used to acquire four market-approved anti-cancer drugs.

See Note 4 – Intangible Assets for further discussion.

The promissory note bore interest at 6 % and had a maturity date of June 30, 2023 .

By agreement, the interest stopped accruing at June 30, 2023.

As of December 31, 2023, the Company made interest payments of

$ 78,496 to fully satisfy the interest obligation under the promissory note.

The note was paid off as part of the merger that closed on

June 21, 2024.

The unpaid principal balance of the note was $ 0 and $ 1,308,270 at June 30, 2024 and December 31, 2023, respectively.

On March 4, 2024, in

connection with the Merger, Public ANEW entered into a convertible promissory note and Securities Purchase Agreement (“SPA”)

with certain accredited investors (the “Redwoods PIPE Investors”) for an aggregate purchase price of up to $ 2,000,000

(the “Redwoods PIPE Financing”), which included 750,000 bonus shares of common stock.

Upon the closing of the Redwoods

PIPE Financing (funded and closed in connection with the closing of the Merger on June 21, 2024), which totaled $ 1,950,000 ,

Pursuant to the agreement, the interest stopped accruing

at June 30, 2023.

As of December 31, 2023, the Company made interest payments of $ 78,496 to fully satisfy the interest obligation under

the promissory note.

The note was converted into the Company’s common shares and fully settled as part of the merger that closed

on June 21, 2024.

The unpaid principal balance of the note was $ 0 and $ 1,308,270 at September 30, 2024 and December 31, 2023, respectively.

March 4, 2024, in connection with the Merger, Public ANEW entered into a convertible promissory note and Securities Purchase Agreement

(“SPA”) with certain accredited investors (the “Redwoods PIPE Investors”) for an aggregate purchase price

of up to $ 2,000,000 (the “Redwoods PIPE Financing”), which included 750,000 bonus shares of common stock.

Upon the closing of the

Redwoods PIPE Financing (funded and closed in connection with the closing of the Merger on June 21, 2024), which totaled

$ 1,950,000 , of which $ 1,768,661 was used by the Company to settle transaction costs.

The Company received approximately $ 181,339 in net cash proceeds.

On April 22, 2024, in connection with the Merger,

Public ANEW entered convertible promissory note and Securities Purchase Agreement (“SPA”) with certain accredited investors

(the “ANEW PIPE Investors”) for an aggregate purchase price of up to $ 2,000,000 (the “ANEW PIPE Financing”),

which included 900,000 bonus shares of common stock.

Upon the closing of the ANEW PIPE Financing (funded and closed in connection

with the closing of the Merger on June 21, 2024), which totaled $ 1,950,000 , of which $ 1,000,000 was used by the Company

to settle transaction costs.

The Company received approximately $ 181,339 in net

cash proceeds.

On April 22, 2024, prior to the closing of the

Business Combination Agreement, ANEW Medical (Wyoming) entered into a convertible promissory note and Securities Purchase Agreement (“SPA”)

with certain accredited investors (the “ANEW PIPE Investors”) for an aggregate purchase price of up to $ 2,000,000 (the

“ANEW PIPE Financing”), which included 900,000 bonus shares of common stock.

Upon the closing of the ANEW PIPE Financing

(funded and closed in connection with the closing of the Merger on June 21, 2024), which totaled $ 1,950,000 initially,

of which $ 1,000,000 was used by the Company to settle transaction costs.

The Company received approximately $ 1,000,000 in cash proceeds

convertible promissory notes, Redwoods PIPE Financing and ANEW PIPE Financing bare an interest rate of 10 % as of June 30, 2024.

accrued interest for both convertible promissory notes at June 30, 2024 is approximately $ 15,064 .

during the nine months ended September 30, 2024 and $ 50,000 during the three months ended September 30, 2024.

Both convertible promissory notes, Redwoods PIPE

Financing and ANEW PIPE Financing, bore an interest rate of 10 %.

During the third quarter of 2024, investors converted convertible promissory

notes totaling $ 4,010,022 , including $ 3,950,000 of principal and $ 60,022 accrued interest, through the issuance of 4,050,617 shares of

common stock, of which 3,750,617 shares of common stock were issued and outstanding as of September 30, 2024.

On October 2, 2024, 300,000

shares of common stock were issued to satisfy the liability in full.

NOTE 8 — RELATED

October 10, 2021, the Company signed an Employment Agreement with Dr, Joseph Sinkule to serve as the Company’s CEO for three years

ending on October 9 th , 2024.

On October 10, 2021,

the Company signed an Employment Agreement with Dr, Joseph Sinkule to serve as the Company’s CEO for three years ending on October

In addition, Mr.

Sinkule will serve as a member of the board of directors for a five-year term.

Sinkule’s annual salary will be $ 240,000 per year and increase to $ 360,000 per year upon raising a total of five million dollars

($ 5,000,000 ) or more in equity and/or debt financing.

The Company’s CEO has earned $ 240,000 for the years ended December 31, 2023

In accordance with the agreement, at June 30, 2024 and December 31, 2023, the Company’s CEO is owed $ 0 and $ 80,000 , respectively.

November 2022, the Company advanced a shareholder $ 300,000 as a short-term loan.

The loan is non-interest bearing and due by the end

of December 2022.

annual salary will be $ 240,000 per year and increase to $ 360,000 per year upon raising a total of five million dollars ($ 5,000,000 ) or

What changed 10-Q

Item 1. Financial Statements