What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-19 compared with 2024-08-19 · 97 added, 97 removed, 72 unchanged (73% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to ANEW

Medical, Inc.

in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Klotho

Neurosciences, Inc.

References to our “management” or our “management team” refer to our officers and directors.

following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report.

25 unchanged sentences

to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

ANEW Medical, Inc.

Company” or “Public ANEW”) develops essential medicines for the treatment of chronic diseases – cancer, cardiovascular,

and neurodegenerative disorders.

Neurosciences, Inc.

(“The Company” or “Klotho”) 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.

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, 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.

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

Inc.” (“Public ANEW”).

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 17, 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 or ANEW Public.

certain circumstances, references to ANEW and ANEW Public 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 a 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.”

Accounting Policies and Estimates

See Item 1, Note 2 – “Summary of Significant

Accounting Policies.”

Results of Operations

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 will become the historical financial statements of Public ANEW.

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.

We have not generated any operating revenues to

To date, the Company’s operations have consisted of acquiring our licensed platforms and patents, and planning for the Business

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as our expenses associated with planning our research and clinical testing operations.

Results of Operations for the Three and Six

Months Ended June 30, 2024 Compared to the Three and Six Months Ended June 30, 2023

The Company had no revenue for the six month ended

June 30, 2024 and June 30, 2023.

Operating Expenses

Operating expenses are composed of consultant

fees and professional fees.

Item 1, Note 2 – “Summary of Significant Accounting Policies.”

of Operations

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 Klotho 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.

have not generated any operating revenues to date.

To date, the Company’s operations have consisted of acquiring our licensed platforms

and patents, and planning for the Business Combination.

We incur expenses as a result of being a public company (for legal, financial

reporting, accounting and auditing compliance), as well as our expenses associated with planning our research and clinical testing operations.

of Operations for the Three and Nine Months Ended September 30, 2024 Compared to the Three and Nine Months Ended September 30, 2023

Company had no revenue for the nine months ended September 30, 2024 and September 30, 2023.

expenses are composed of consultant fees and professional fees.

Our operating expenses for the three months ended

June 30, 2024 were $395,607 compared to $244,252 for the three months ended June 30, 2023, an increase of $151,355 or approximately 62%.

The increase was primarily due to increased expenses associated with preparing for our business combination including increases in third

party consulting fees and professional fees.

Our operating expenses for the six months ended

June 30, 2024 were $817,652 compared to $396,852 for the six months ended June 30, 2023, an increase of $420,800 or approximately 106%.

The increase was primarily due to increased expenses associated with preparing for our business combination including increases in third

party consulting fees and professional fees.

For the three months ended June 30, 2024, we incurred

a net loss of $451,639 compared to a net loss of $264,389 for the three month period ended June 30, 2023, an increase of $187,250 or approximately

The increase in net loss was primarily due to increased expenses associated with preparing for our business combination including

increases in third party consulting fees and professional fees.

For the six months ended June 30, 2024, we incurred

a net loss of $1,123,683 compared to a net loss of $436,872 for the six month period ended June 30, 2023, an increase of $686,811 or approximately

The increase in net loss was primarily due to increased expenses associated with preparing for our business combination including

increases in third party consulting fees and professional fees.

September 30, 2024 were $2,870,932 compared to $123,737 for the three months ended September 30, 2023, an increase of $2,747,195.

increase was primarily due to increased share-based compensation expense.

Our operating expenses for the nine months ended

September 30, 2024 were $3,688,584 compared to $520,589 for the nine months ended September 30, 2023, an increase of $3,167,995.

increase was primarily due to increased share-based compensation expense as well as expenses associated with our business combination

including increases in third party consulting fees and professional fees.

For the three months ended September 30, 2024, we incurred a net loss

of $2,959,426 compared to a net loss of $144,111 for the three month period ended September 30, 2023.

The increase in net loss was primarily

due to increased share-based compensation expense.

For the nine months ended September 30, 2024, we incurred a net loss

of $4,083,109 compared to a net loss of $580,983 for the nine month period ended September 30, 2023, an increase of $3,502,126.

in net loss was primarily due to increased stock-based compensation expense as well as expenses associated with preparing for our business

combination including increases in third party consulting fees and professional fees.

and Capital Resources

For the Six Months Ended

Nine Months Ended

September 30,

Net cash used in operating activities

$ (2,002,358 )

Net cash used in investing activities

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Cash, beginning of year

Cash, end of period

Operating Activities

Cash, end of year

Net cash used in operating activities for the

six months ended June 30, 2024 was $929,399, compared to $265,429, for the six months ended June 30, 2023, an increase of $663,970 or

nine months ended September 30, 2024 was $2,002,358, compared to $247,406, for the nine months ended September 30, 2023, an increase of

approximately $1,755,000.

The significant increase in cash used in operating activities is primarily attributable to increases in expenses as

we prepared to close our business combination.

We expect net cash from operating activities to be negative in the coming periods, until

our products are able to produce meaningful revenue.

The significant increase in cash used in operating activities is primarily attributable to increases in expenses

related to the business combination and continued operating costs.

We expect net cash used in operating activities to increase in the

coming periods, until our products are able to produce meaningful revenue.

Investing Activities

Net cash used in investing activities for the

six months ended June 30, 2024 was $123,497, compared to $20,000 for the six months ended June 30, 2023, an increase of $103,497 or approximately

nine months ended September 30, 2024 was $123,497, compared to $76,325 for the nine months ended September 30, 2023, an increase of approximately

The increase in cash used in investing activities is primarily attributable to licensing payments made in the period.

1 unchanged sentence

Net cash provided by financing activities for

the six months ended June 30, 2024 was $1,895,424, which consisted of investments and proceeds from the Business Combination.

six months ended June 30, 2023, net cash provided by financing activities was $250,000, primarily from the sale of the Company’s

common stock and promissory notes to investors.

the nine months ended September 30, 2024 was $2,173,942, which consisted of investments, proceeds from the business combination, as well

as proceeds from related parties.

For the nine months ended September 30, 2023, net cash provided by financing activities was $250,000,

from repayment of an advance to a shareholder.

Liquidity, Capital Resources and Going Concern

As of June 30, 2024, the Company had cash of $845,336

and net working capital of $101,273.

The Company has incurred and expects to continue

to incur significant professional costs to remain as a publicly traded company and incurred significant transaction costs related to the

consummation of the Business Combination.

The 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.

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 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.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of June 30, 2024.

We do not participate in transactions that create relationships

with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established

for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements,

established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Emerging Growth Company Status

As of September 30, 2024, the Company had cash of $50,895 and net working

capital of ($827,783).

Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and incurred

significant transaction costs related to the consummation of the Business Combination.

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 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 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.

Sheet Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2024.

not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as

variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments

of other entities, or purchased any non-financial assets.

Growth Company Status

We are an “emerging growth company”,

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis