What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-05-15 compared with 2024-11-19 · 148 added, 141 removed, 28 unchanged (91% 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 Klotho

Neurosciences, Inc.

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

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.

information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as

amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected

and projected.

All statements, other than statements of historical fact included in this Quarterly Report, including, without limitation,

statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding

the search for an initial business combination, the Company’s financial position, business strategy and the plans and objectives

of management for future operations, are forward-looking statements.

Words such as “expect,” “believe,” “anticipate,”

“intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify

such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect management’s

current beliefs, based on information currently available.

A number of factors could cause actual events, performance or results to differ

materially from the events, performance and results discussed in the forward-looking statements.

For information identifying important

factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to

the Risk Factors section of the Company’s final prospectus for its initial public offering filed with the U.S.

Securities and Exchange

Commission (the “SEC”).

The Company’s filings with the SEC can be accessed on the EDGAR section of the SEC’s

website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation

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

Neurosciences, Inc.

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

– cancer, cardiovascular, and neurodegenerative disorders.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

References 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.

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.

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and

Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts and involve

risks and uncertainties that could cause actual results to differ materially from those expected and projected.

All statements, other

than statements of historical fact included in this Quarterly Report, including, without limitation, statements in this “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” regarding the search for an initial business combination,

the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking

Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,”

“seek” and variations and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking

statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently

A number of factors could cause actual events, performance or results to differ materially from the events, performance and

results discussed in the forward-looking statements.

For information identifying important factors that could cause actual results to

differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s

final prospectus for its initial public offering filed with the U.S.

Securities and Exchange Commission (the “SEC”).

The Company’s

filings with the SEC can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable

securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result

of new information, future events or otherwise.

Klotho Neurosciences, Inc.

(“The Company”

or “Klotho”) develops essential medicines for the treatment of chronic diseases – cancer, cardiovascular, and neurodegenerative

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.

September 17, 2024, the Company changed its legal name from ANEW Medical, Inc.

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.

Effective 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

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.

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.

Under 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.”

Critical 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

Klotho 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.

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 Three

Months Ended March 31, 2025 Compared to the Three and Three Months Ended March 31, 2024

The Company had no revenue for the Three Months

ended March 31, 2025 and 2024.

Operating Expenses

Operating expenses are composed of consultant

fees and professional fees.

Our operating expenses for the three months ended

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

Nine Months Ended

September 30,

March 31, 2025 were $1,586,968 compared to $672,045 for the three months ended March 31, 2024, an increase of $914,923.

The increase was

primarily due to increase in professional fees, general and administrative, and share-based compensation expense.

For the three months ended March 31, 2025, we

incurred a net loss of $2,233,982 compared to a net loss of $672,044 for the three month period ended March 31, 2024.

The increase in

net loss was primarily due to increased share-based compensation expense as well as professional fees and general operating expenses.

Liquidity and Capital Resources

Three Months Ended

Net cash used in operating activities

$ (1,553,747 )

Net cash used in investing activities

Net cash (used in) provided by investing activities

Net cash provided by financing activities

2 unchanged sentences

Cash, end of year

Operating Activities

Net cash used in operating activities for the

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

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.

Three Months ended March 31, 2025 was $1,553,747, compared to $21,976, for the Three Months ended March 31, 2024, an increase of approximately

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

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.

Net cash used in investing activities for the Three Months ended March

31, 2025 was $0, compared to $123,496 for the Three Months ended March 31, 2024, a decrease of $123,496.

The decrease in cash used in

investing activities is attributable to the Company not purchasing any new licenses during the period.

Financing Activities

Net cash provided by financing activities for

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.

the Three Months ended March 31, 2025 was $2,055,875, which consisted of investments, proceeds from the business combination, as well

as proceeds from related parties, an increase of approximately $1,881,000.

Liquidity, Capital Resources and Going Concern

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

As of March 31, 2025, the Company had cash of $565,869 and net working

capital of ($1,649,874).

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

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 condensed 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 March 31, 2025, the Company had cash of approximately $566,000 and an accumulated

deficit of approximately $12.8 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 March 31, 2025.

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

We are an “emerging growth company”,

10 unchanged sentences

we must continue to report on that basis until we no longer qualify as an emerging growth company.

will cease to be an emerging growth company upon the earliest of:

(i) the end of the fiscal year following the fifth anniversary of our

initial public offering;

(ii) the first fiscal year after our annual gross revenue are $1.07 billion or more;

(iii) the date on which

we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities;

or (iv) the end of

any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second

quarter of that fiscal year.

We cannot predict if investors will find our common stock less attractive if we choose to rely on these

If, as a result of our decision to reduce future disclosure, investors find our common stock less attractive, there may be

a less active trading market for our common stock and the price of our common stock may be more volatile.

We will cease to be an emerging growth company

upon the earliest of:

(i) the end of the fiscal year following the fifth anniversary of our initial public offering;

(ii) the first fiscal

year after our annual gross revenue are $1.07 billion or more;

(iii) the date on which we have, during the previous three-year period,

issued more than $1.0 billion in non-convertible debt securities;

or (iv) the end of any fiscal year in which the market value of our

common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

We cannot predict if

investors will find our common stock less attractive if we choose to rely on these exemptions.

If, as a result of our decision to reduce

future disclosure, investors find our common stock less attractive, there may be a less active trading market for our common stock and

the price of our common stock may be more volatile.

Quantitative and Qualitative Disclosures About Market Risk

a smaller reporting company, we are not required to make disclosures under this Item.

As a smaller reporting company, we are not required

to make disclosures under this Item.

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