What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-13 compared with 2025-08-18 · 275 added, 271 removed, 749 unchanged (42% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

1 unchanged sentence

Prepaid expenses

Subscriptions receivable

Total current assets

13 unchanged sentences

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

500 and 0 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

0 issued and outstanding as of September 30, 2025 and December 31, 2024

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

52,703,070 and 27,080,915 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

70,334,792 and 27,080,915 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

10 unchanged sentences

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

Operating expenses:

7 unchanged sentences

( 2,870,932 )

( 5,333,124 )

( 3,688,584 )

Other income (expense):

5 unchanged sentences

Other income (expense)

Unrealized loss on forward purchase contract

Total other income (expense)

9 unchanged sentences

$ ( 9,222,798 )

$ ( 4,083,109 )

Net loss per share:

9 unchanged sentences

Stockholder’s

Balance, January 1, 2024*

( 3,923,677 )

Share-based compensation

Cancelled preferred B shares

Stock dividends

Adjustment from reverse merger application*

Balance at March 31, 2024*

$ ( 4,597,632 )

Share-based compensation

Adjustment from reverse merger application*

$ ( 1,780,834 )

( 1,474,758 )

Public warrants assumed from SPAC

Private warrants assumed from SPAC

Balance at June 30, 2024

$ ( 5,536,110 )

$ ( 1,551,395 )

Equity (Deficit)

Balance, January 1, 2025

21 unchanged sentences

$ ( 16,890,012 )

Share-based compensation

Conversion of Preferred B Shares to common stock

Discretionary share issuance

Debt conversion settlement

Subscription receivable

Forward share purchase contract

Sales of common stock through At-the-Market facility

( 2,895,585 )

Balance at September 30, 2025

$ ( 19,785,597 )

Balance, January 1, 2024*

$ ( 3,923,677 )

Share-based compensation

Cancelled preferred B shares

Stock dividends

Adjustment from reverse merger application*

Balance at March 31, 2024*

$ ( 4,597,632 )

Share-based compensation

Retroactive application of merger

$ ( 1,780,834 )

( 1,474,758 )

Public warrants assumed from SPAC

Private warrants assumed from SPAC

Balance at June 30, 2024

$ ( 5,536,110 )

$ ( 1,551,395 )

Conversion of Notes Payable

Warrant conversion

Share-based compensation

( 2,959,426 )

Balance at September 30, 2024

$ ( 8,495,536 )

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.

4 unchanged sentences

OF CASH FLOWS

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

the Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING

$ ( 9,222,798 )

$ ( 4,083,109 )

Adjustments to reconcile net loss to net cash used in operating activities:

Changes in fair value of warrant liability

Commitment fee

Interest expense

Loss on conversion of note payable

Share-based compensation

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable

Accrued expenses

Related party payable

Other Liabilities

Net cash used in operating activities

to reconcile net loss to net cash used in operating activities:

in fair value of warrant liability

on intangible assets

on conversion of note payable

in operating assets and liabilities:

Subscriptions

party payable

cash used in operating activities

$ ( 4,610,390 )

$ ( 2,002,358 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of drug license

Net cash used in (provided by) investing activities

FROM INVESTING ACTIVITIES:

Acquisition of patents

of drug license

cash used in (provided by) investing activities

$ ( 123,497 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from convertible promissory note, net of issuance cost

Proceeds from sales of stocks and warrants, net

Proceeds from stock subscriptions

Proceeds from sale of preferred B shares

Payments on notes payable

FROM FINANCING ACTIVITIES:

from convertible promissory note, net of issuance cost

from sales of stocks and warrants, net

from stock subscriptions

from sale of preferred B shares

on notes payable

( 2,730,182 )

Payments for deferred financing costs

Proceeds from FPA settlement

Payments on financed director and officer insurance

Merger proceeds net of transaction cost

Net cash provided by financing activities

NET CHANGE IN CASH

Cash - Beginning of period

Cash - End of period

SUPPLEMENTAL NON-CASH FINANCING AND INVESTING ACTIVITIES:

Note payable settled with issuance of common stock

Reversal of OID

Non-cash directors and officers insurance

Non-cash PIPE Funds used for merger transaction close

Commitment fee paid in stock

Assumed income tax payable from merger

Assumed warrant liability from merger

Interest payable settled with issuance of common stock

Issuance of warrants

Repurchase of warrants

SUPPLEMENTAL CASH FLOW INFORMATION:

Interest Paid

See accompanying notes to

the unaudited condensed consolidated financial statements.

for deferred financing costs

from FPA settlement

on financed director and officer insurance

from At-the-Market sales of common shares

from related party loans

from shareholders

proceeds net of transaction cost

cash provided by financing activities

- Beginning of period

- End of period

NON-CASH FINANCING AND INVESTING ACTIVITIES:

payable settled with issuance of common stock

directors and officers insurance

PIPE Funds used for merger transaction close

fee paid in stock

income tax payable from merger

warrant liability from merger

payable settled with issuance of common stock

$ ( 679,577 )

CASH FLOW INFORMATION:

See accompanying notes to the unaudited condensed

consolidated financial statements.

KLOTHO NEUROSCIENCES, INC.

112 unchanged sentences

Going Concern

The accompanying unaudited 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 June 30, 2025, the Company had cash of approximately $ 8.4 million and an accumulated

deficit of approximately $ 16.9 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.

The accompanying unaudited 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 September 30, 2025, the Company had cash and cash equivalents of

approximately $ 7.3 million and an accumulated deficit of approximately $ 19.8 million.

The Company has incurred recurring losses,

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

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.

Basis of Presentation and Principles of Consolidation

60 unchanged sentences

Depository Insurance Coverage of $ 250,000 .

As of June 30, 2025, the Company has not experienced losses on this account and management

As of September 30, 2025, the Company has not experienced losses on this account and management

believes the Company is not exposed to significant risks on such account.

18 unchanged sentences

Fair value measurements at reporting date using:

Quoted prices in active markets

Quoted prices in

active markets

for identical

liabilities (Level 1)

Significant other

observable inputs

Significant unobservable inputs

Cash equivalents, June 30, 2025

unobservable inputs

Cash equivalents, September 30, 2025

Cash equivalents, December 31, 2024

Representative warrant liabilities, June 30, 2025

Representative warrant liabilities, September 30, 2025

Representative warrant liabilities, December 31, 2024

The following tables present a reconciliation of the Level 3 Representative

Warrants liabilities:

The following tables present a reconciliation

of the Level 3 Representative Warrants liabilities:

Three Months Ended

Representative warrant liabilities, April 1

September 30,

Representative warrant liabilities, July 1

Change in fair value

Representative warrant liabilities, June 30

Representative warrant liabilities, September 30

Nine Months Ended

September 30,

Representative warrant liabilities, January 1

Issuances/Assumptions

Change in fair value

Representative warrant liabilities, June 30

Representative warrant liabilities, September 30

Intangible Assets

74 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

$ ( 2,895,585 )

6 unchanged sentences

from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive:

As of June 30,

Preferred Shares B

As of September 30,

Total potentially dilutive shares

Research and Development Cost

Research and development (R&D) costs are expensed as incurred.

Research and development (R&D) costs are expensed

R&D costs are related to the Company’s internally funded development of the Company medical licenses and patents.

R&D costs were $ 238,700 and $0 for the three and six months ended June 30, 2025 and 2024, respectively.

Company R&D costs were $ 271,145 and $ 509,845 for the three and nine months ended September 30, 2025, respectively, and $0

for the three and nine months ended September 30, 2024.

Share-based Compensation

The Company accounts for share-based

compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board

(“FASB”) Accounting Standards Codification (“ASC”) No.

The Company issues restricted stock

and stock options to employees and consultants for their services.

Costs for these transactions are measured at the fair value of

the equity instruments issued at the date of grant.

These shares are considered fully vested and the fair market value is recognized

as an expense in the period granted.

The Company recognized consulting expenses and a corresponding increase to additional

paid-in-capital related to stock issued for services.

For agreements requiring future services, the consulting expense is to be

recognized ratably over the requisite service period.

The Company recorded share-based compensation of $ 390,195 and $ 37,514

for the three months ended June 30, 2025, and 2024, respectively.

The Company recorded share-based compensation of $ 885,695 , and $ 37,514

for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, the fair value of the Representative

Warrant liabilities was $ 132,447 based on the closing price of the warrants on The Nasdaq Capital Market.

The fair value of the Representative

Warrants was approximately $ 0.25 per Representative Warrant as of June 30, 2025, which was based on the relative fair value to the Public

During the three months ended June 30, 2025, the fair value of the Representative warrants increased by $ 121,476 .

six months ended June 30, 2025, the fair value of the Representative warrants increased by $ 107,961 .

The Company accounts for share-based compensation

in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) No.

The Company issues restricted stock and stock options to employees and consultants

for their services.

Costs for these transactions are measured at the fair value of the equity instruments issued at the date of grant.

These shares are considered fully vested and the fair market value is recognized as an expense in the period granted.

The Company recognized

consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services.

For agreements requiring

future services, the consulting expense is to be recognized ratably over the requisite service period.

The Company recorded share-based compensation

of $ 639,586 and $ 1,952,852 for the three months ended September 30, 2025, and 2024, respectively.

The Company recorded share-based compensation

of $ 1,525,281 and $ 1,990,366 for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, the fair value of the

Representative Warrant liabilities was $ 53,000 based on the closing price of the warrants on The Nasdaq Capital Market.

The fair value

of the Representative Warrants was approximately $ 0.10 per Representative Warrant as of September 30, 2025, which was based on the relative

fair value to the Public Warrants.

During the three months ended September 30, 2025, the fair value of the Representative warrants decreased

by $ 79,447 .

During the nine months ended September 30, 2025, the fair value of the Representative warrants increased by $ 28,514 .

Related Parties

61 unchanged sentences

premium on Directors and Officers insurance, NASDAQ annual fees, association membership fees, and Delaware franchise taxes.

As of September

30, 2025 and December 31, 2024, prepaid expenses totaled $ 86,303 and $ 94,070 , respectively, in the accompanying condensed consolidated

3 unchanged sentences

Intangible Assets

September 30,

Non-Exclusive License Agreement

10 unchanged sentences

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.

The value of the licenses was $ 179,821 at June 30, 2025 and December 31, 2024, respectively.

The value of the licenses was $ 179,821 at September 30, 2025 and December 31, 2024, respectively.

● Various Generic Drugs ($ 736,983 ) - During 2015, the Company acquired two licenses for biosimilar biologic therapies to treat cancer and autoimmune diseases.

The value of the licenses was $ 736,983 at June 30, 2025 and December 31, 2024, respectively.

The value of the licenses was $ 736,983 at September 30, 2025 and December 31, 2024, respectively.

● Four 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 June 30, 2025 and December 31, 2024.

The value of the licenses was $ 1,308,270 at September 30, 2025 and December 31, 2024.

● Needleless 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 under the agreement is $ 26,060 at June 30, 2025 and December 31, 2024, respectively.

The amount paid under the agreement is $ 26,060 at September 30, 2025 and December 31, 2024, respectively.

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

1 unchanged sentence

Costs incurred to acquire patents, including legal costs, are also capitalized as long-lived assets and amortized on a straight-line basis with the associated patent.

The patent value, which is part of licenses in the accompanying condensed consolidated balance sheet, as of June 30, 2025 and December 31, 2024, was $ 48,420 , respectively.

The patent value, which is part of licenses in the accompanying condensed consolidated balance sheet, as of September 30, 2025 and December 31, 2024, was $ 48,420 , respectively.

● Exclusive 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”).

2 unchanged sentences

In addition, the Company will pay a Royalty equal to 3 % of net sales of finished products once the license is in use.

As of June 30, 2025 and December 31, 2024, the Company owed $ 0 under the agreement.

As of September 30, 2025 and December 31, 2024, the Company owed $ 0 under the agreement.

During the three months ended September 30, 2025,

the Company purchased a license for $ 150,000 to be assessed for use in manufacturing the Company’s KLTO-202 product, targeting amyotrophic

lateral sclerosis and other motor neuron diseases of mankind.

As the effectiveness of the particular license technology to manufacture

KLTO-202 is undetermined, the $ 150,000 was expensed as research and development within the consolidated statements of operations for the

three months ended September 30, 2025.

These licenses and patents are not currently in

3 unchanged sentences

NOTE 5 — ACCOUNTS PAYABLE AND ACCRUED

Accounts payable and accrued expenses consist of professional fees.

The accounts payable and accrued expenses as of June 30, 2025 and December 31, 2024 were $ 62,962 and $ 975,781 , respectively, in the accompanying

condensed consolidated balance sheet.

Accounts payable and accrued expenses consist

of professional fees.

The accounts payable and accrued expenses as of September 30, 2025 and December 31, 2024 were $ 92,891 and $ 975,781 ,

respectively, in the accompanying condensed consolidated balance sheet.

NOTE 6 — NOTES PAYABLE TO RELATED PARTIES

1 unchanged sentence

the following:

September 30,

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

3 unchanged sentences

The promissory note accrued interest at

a one-time interest fee of $ 2,460 , which was paid off in full as of June 30, 2025.

The unpaid principal balance was $0 and $ 31,000 at

June 30, 2025 and December 31, 2024, respectively.

a one-time interest fee of $ 2,460 , which was paid off in full as of September 30, 2025.

The unpaid principal balance was $0 and $ 31,000

at September 30, 2025 and December 31, 2024, respectively.

NOTE 7 — NOTES PAYABLE

11 unchanged sentences

that closed on June 21, 2024.

The outstanding principal balance of the note was $ 0 at June 30, 2025 and December 31, 2024, respectively.

The outstanding principal balance of the note was $ 0 at September 30, 2025 and December 31, 2024, respectively.

Redwoods PIPE Investor Convertible Promissory

9 unchanged sentences

The outstanding

principal balance as of June 30, 2025 and December 31, 2024 was $ 0 , respectively.

principal balance as of September 30, 2025 and December 31, 2024 was $ 0 , respectively.

ANEW PIPE Investors Convertible Promissory

10 unchanged sentences

and fully settled as of September 30, 2024.

The outstanding principal balance as of June 30, 2025 and December 31, 2024 was $ 0 , respectively.

The outstanding principal balance as of September 30, 2025 and December 31, 2024 was $ 0 , respectively.

Austria Capital LLC Convertible Promissory

23 unchanged sentences

Such shares were issued in reliance upon Section 4(a)(2) of the Securities Act in a transaction not involving any public

The note was paid off in full as of June 30, 2025

and net liability as of June 30, 2025 and December 31, 2024 was approximately $ 0 and $ 100,000 , respectively.

The note was paid off in full as of September

30, 2025 and net liability as of September 30, 2025 and December 31, 2024 was approximately $ 0 and $ 100,000 , respectively.

During the three months ended September 30, 2025,

the Company issued 2,000,000 additional shares in connection with settlement of the note, resulting in interest expense of $ 1,178,000 .

Red Road Holdings Promissory Note

5 unchanged sentences

presented on the condensed consolidated balance sheet was $ 181,722 as of June 30, 2024 as a result of amortization of $ 17,515 recognized

in interest expense on the condensed consolidated statement of operations for the year ended June 30, 2025.

As of June 30, 2025, the net

liability presented on the condensed consolidated balance sheet was $ 0 as the note was paid off in full, including interest expense composed

of $ 21,784 interest, $ 25,040 original issue discount, and related legal fees of $ 6,500 .

in interest expense on the condensed consolidated statement of operations for the year ended September 30, 2025.

As of September 30, 2025,

the net liability presented on the condensed consolidated balance sheet was $ 0 as the note was paid off in full, including interest expense

composed of $ 21,784 interest, $ 25,040 original issue discount, and related legal fees of $ 6,500 .

On January 3, 2025, the Company signed a loan

5 unchanged sentences

The note is convertible to shares in the event of default.

As of June 30, 2025, the net liability presented

on the condensed consolidated balance sheet was $ 0 as the note was paid off in full, including interest expense composed of $ 14,755 interest,

$ 16,960 original issue discount, and related legal fees of $ 6,000 .

As of September 30, 2025, the net liability

presented on the condensed consolidated balance sheet was $ 0 as the note was paid off in full, including interest expense composed of

$ 14,755 interest, $ 16,960 original issue discount, and related legal fees of $ 6,000 .

On April 4, 2025, the Company signed a loan agreement

6 unchanged sentences

The note is convertible to shares in the event of default.

As of June 30, 2025, the net liability presented on

the condensed consolidated balance sheet was $ 0 as the note was paid off in full, including interest expense composed of $ 11,414 interest,

As of September 30, 2025, the net liability presented

on the condensed consolidated balance sheet was $ 0 as the note was paid off in full, including interest expense composed of $ 11,414 interest,

$ 13,120 original issue discount, and related legal fees of $ 7,000 .

28 unchanged sentences

repayment of all outstanding principal such as certain events of bankruptcy, insolvency and reorganization involving the Company.

The Warrants expire five years from their respective dates of issuance.

The Warrants were exercisable, at the option of the holder, at any time, for up to an aggregate of 4,000,000 shares of Common Stock of

the Company at an exercise price equal to $ 0.50 , subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar

The Warrants expire five years from their respective

dates of issuance.

The Warrants were exercisable, at the option of the holder, at any time, for up to an aggregate of 4,000,000 shares

of Common Stock of the Company at an exercise price equal to $ 0.50 , subject to adjustment for any stock splits, stock dividends, recapitalizations,

and similar events.

On April 30, 2025, the Company made installment

payments in cash totaling $ 232,608 on both 3i Notes or $ 116,304 for each 3i note, including principal, interest and make whole.

was paid off in full as of June 30, 2025 and net liability as of June 30, 2025 and December 31, 2024 was approximately $ 0 , respectively.

As of June 30, 2025, investors converted convertible promissory notes

related to Austria Capital totaling $ 650,000 through the issuance of 2,600,000 shares of common stock that were issued and outstanding

as of June 30, 2025.

As of June 30, 2025, investors converted convertible promissory notes related to 3i totaling $ 881,085 through the

issuance of 5,413,474 shares of common stock that were issued and outstanding as of June 30, 2025.

was paid off in full as of September 30, 2025 and net liability as of September 30, 2025 and December 31, 2024 was approximately $ 0 , respectively.

During the nine months ended September 30, 2025,

investors converted convertible promissory notes related to Austria Capital totaling $ 650,000 through the issuance of 2,600,000 shares

of common stock that were issued and outstanding as of September 30, 2025.

Additionally, during the nine months ended September 30, 2025,

investors converted convertible promissory notes related to 3i totaling $ 881,085 through the issuance of 5,413,474 shares

of common stock that were issued and outstanding as of September 30, 2025.

During 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 that were issued and outstanding as of December 31, 2024.

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 that were issued and outstanding as of December 31, 2024.

NOTE 8 — RELATED PARTIES

23 unchanged sentences

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

The unpaid principal balance was $ 0 and $ 31,000 at June 30, 2025 and December 31, 2024, respectively.

At June 30, 2025 and December 31, 2024, the aggregate

related party payable was $0 and $ 31,000 , respectively.

The unpaid principal balance was $0 and $ 31,000 at September 30, 2025 and December 31, 2024, respectively.

At September 30, 2025 and December 31, 2024, the

aggregate related party payable was $0 and $ 31,000 , respectively.

NOTE 9 — STOCKHOLDER’S EQUITY

23 unchanged sentences

executive officers and from time to time may grant equity incentive awards to them.

During the three months ended June 30, 2025, the Company initiated

a warrant exercise inducement program, reducing the exercise price from $ 3.49 to $ 1.35 for certain outstanding warrants.

The Company accounted

for the inducement as a modification of the original warrants in accordance with ASC 505-10 - Equity.

The incremental fair value was recorded

as a deemed dividend of $ 0.3 million in accumulated deficit on the condensed consolidated balance sheets.

During the three months ended

June 30, 2025, holders of common stock warrants exercised a total of 11.0 million warrants for gross proceeds of $ 11.4 million.

During the nine months ended September 30, 2025,

the Company initiated a warrant exercise inducement program, reducing the exercise price from $ 3.49 to $ 1.35 for certain outstanding warrants.

The Company accounted for the inducement as a modification of the original warrants in accordance with ASC 505-10 - Equity.

The incremental

fair value was recorded as a deemed dividend of $ 0.3 million in accumulated deficit on the condensed consolidated balance sheets.

the nine months ended September 30, 2025, holders of common stock warrants exercised a total of 11.0 million warrants for gross proceeds

of $ 11.4 million.

Austria Note Conversion

During the three months ended June 30, 2025, $ 650,000 of principal

related to the Austria Capital LLC Convertible Promissory Note was converted into 2,600,000 shares of common stock at a conversion price

During the three months ended June 30, 2025, $ 650,000

of principal related to the Austria Capital LLC Convertible Promissory Note was converted into 2,600,000 shares of common stock at a conversion

price of $ 0.25 .

The remainder of the note in the amount of $ 550,000 was settled in cash.

2 unchanged sentences

the condensed consolidated statements of operations.

During the three months ended September 30, 2025, the Company issued 2,000,000 additional

shares in connection with settlement of the note, resulting in interest expense of $ 1,178,000 .

3i Note Conversion

During the six months ended June 30, 2025, $ 823,444 of principal and

$ 57,641 of interest and make whole related to 3i convertible notes was converted into 5,413,474 shares of common stock at conversion prices

ranging from $ 0.12 to $ 0.25 .

During the nine months ended September 30, 2025,

$ 823,444 of principal and $ 57,641 of interest and make whole related to 3i convertible notes was converted into 5,413,474 shares of common

stock at conversion prices ranging from $ 0.12 to $ 0.25 .

Investor Share Purchase

On June 5, 2025, the Company entered into a securities purchase agreement

an accredited investor pursuant to Regulation D of the Securities Act of 1933, as amended.

Under the terms of the agreement, the Company

issued 6,250,000 shares of its common stock at a purchase price of $ 0.08 per share, for total gross proceeds of $ 500,000 .

were allocated to common stock based upon their par value of the common stock and the remainder in recorded to additional paid in capital

on the condensed consolidated balance sheets.

On June 5, 2025, the Company entered into a

securities purchase agreement with an accredited investor pursuant to Regulation D of the Securities Act of 1933, as amended.

the terms of the agreement, the Company issued 6,250,000 shares of its common stock at a purchase price of $ 0.08 per share, for

total gross proceeds of $ 500,000 .

The proceeds were allocated to common stock based upon their par value of the common stock and the

remainder in recorded to additional paid in capital on the condensed consolidated balance sheets.

Preferred B Shares

3 unchanged sentences

into 6,250,000 common shares.

During the three months ended September 30, 2025, all 500 preferred B shares were converted into 6,250,000

common shares.

Meteora Agreement

On June 13, 2024, RWOD and Klotho 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”).

Redwoods is the holder of the asset and Sponsor and is also a counterparty to Klotho.

Closing of the merger on June 21, 2024 and on September 30, 2024, the value of the contract was $ 0 as the contract created no receivable

or obligation for the Company.

On September 19, 2024, the Company modified the settlement amount price of the contract to $ 2.00 and allowed

the shares held with Meteora to be sold at Meteora’s sole discretion, with the reset price subject to weekly changes.

quarter ending March 31, 2025, Meteora sold and terminated on behalf of the Company 100,000 shares at a reset price of $ 0.4610 , for total

proceeds to Klotho in the amount of $ 46,100 .

On May 15, 2025, Meteora terminated additional 550,214 shares at a reset price of $ 0.1717

for total proceeds of $ 94,472 , thereby reducing the number of shares per the agreement to 10,000 shares remaining.

On June 13, 2024, RWOD and Klotho 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”).

Redwoods is the holder of

the asset and Sponsor and is also a counterparty to Klotho.

Upon Closing of the merger on June 21, 2024 and on September 30, 2024,

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

On September 19, 2024, the

Company modified the settlement amount price of the contract to $ 2.00 and allowed the shares held with Meteora to be sold at

Meteora’s sole discretion, with the reset price subject to weekly changes.

During the quarter ending March 31, 2025, Meteora

sold and terminated on behalf of the Company 100,000 shares at a reset price of $ 0.4610 , for total proceeds to Klotho in the amount

of $ 46,100 .

On May 15, 2025, Meteora terminated an additional 550,214 shares at a reset price of $ 0.1717 for total proceeds of

$ 94,472 , thereby reducing the number of shares per the agreement to 10,000 shares remaining.

During the three months ended September 30, 2025,

the Company entered into a second amendment (the “Second Amendment”) to the Forward Purchase Agreement with MCP which primarily

(i) increased the maximum number of shares to 6,755,000 and (ii) modified the reset price to $ 10.00 subject to a reset on a weekly basis.

In connection with the modification, which relates to the reverse merger, the Company issued 6,745,000 common shares under the arrangement

The Company recognized the common shares at par value in the amount of $ 675 on the consolidated balance sheets with a corresponding

recording of additional paid-in capital.

At-the-Market Sales Agreement

On July 3, 2025, the Company entered into a sales

agreement with A.G.P./Alliance Global Partners (“A.G.P.”) relating to the sale of newly issued shares of the Company’s

common stock.

In accordance with the terms of the sales agreement, the Company may offer and sell shares of its common stock having an

aggregate offering amount of up to $ 50,000,000 from time to time through A.G.P., acting as the Company’s sales agent or principal.

The Company intends to use the net proceeds from the offering for working capital and for general corporate purposes.

During the three months ended September 30, 2025,

the Company sold 5,000 shares at a price of $ 1.06 per share for gross proceeds of $ 5,300 .

NOTE 10 — COMMITMENTS AND CONTINGENCIES

17 unchanged sentences

NASDAQ Deficiencies

On August 16, 2024, the Company received two delinquency

notification letters (the “Notices”) from the Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s non-compliance

with Nasdaq Listing Rules 5450(b)(2)(C) and 5450(b)(2)(A).

The Notices cite the Company’s (a) not being in compliance with the minimum

Market Value of Publicly Held Shares (“MVPHS”) requirement as set forth in Nasdaq Listing Rule 5450(b)(2)(C) and (b) not being

in compliance with the minimum Market Value of Listed Securities (MVLS) requirement as set forth in Nasdaq Listing Rule 5450(b)(2)(A).

In accordance with Nasdaq Listing Rule 5810(c)(3)(D),

the Company has been provided 180 calendar days, or until February 12, 2025, to regain compliance.

To regain compliance, prior to February

12, 2025, (a) the Company’s minimum market value of publicly held shares must close at $ 15,000,000 or more for a minimum of 10 consecutive

business days and (b) the Company’s minimum market value of listed securities must close at $ 50,000,000 or more for a minimum of

10 consecutive business days.

On October 15, 2024, the Company received a delinquency

notification letter (the “Notice”) from Nasdaq due to the Company’s non-compliance with Nasdaq Listing Rule 5450(a)(1).

The Notice cited the fact that the bid price of the Company’s common stock had closed at less than $ 1 per share over the previous

30 consecutive business days.

On June 30, 2025, subsequent to a Nasdaq Listing

Qualifications Hearing conducted on March 28, 2025, the Company received notice from the Nasdaq Listing Qualifications Panel that the

Panel had granted the Company’s request to continue its listing on The Nasdaq Stock Market (“Nasdaq” or the “Exchange”)

subject to becoming compliant by August 13, 2025.

The Company received a letter of compliance on July 14, 2025.

On September 19, 2025, Klotho Neurosciences, Inc.

(the “Company”) received a delinquency notification letter (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”)

due to the failure of the Company’s common stock to maintain a minimum bid price of $1 per share for 30 consecutive business days

as required by Nasdaq Listing Rule 5550(a)(2).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A),

the Company has been provided 180 calendar days, or until March 18, 2026, to regain compliance.

To regain compliance, prior to March 18,

2026, the closing bid price of the Company’s common stock must be at least $ 1 for a minimum of ten consecutive business

NOTE 11 — SEGMENT INFORMATION

28 unchanged sentences

A reconciliation to the

consolidated net loss for the periods ended June 30, 2025 and 2024 is included at the bottom of the table below.

consolidated net loss for the periods ended September 30, 2025 and 2024 is included at the bottom of the table below.

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

Significant segment expenses

4 unchanged sentences

Share-based compensation expense

Interest expense (income)

Interest expense

Other segment items

8 unchanged sentences

that the following subsequent event exists:

On July 3, 2025, the U.S.

Food and Drug Administration (FDA) granted

Orphan Drug Designation to the company’s novel secreted-Klotho (s-KL) promoter, gene and delivery system (KLTO-202, or s-KL-AAV.myo)

for the treatment of ALS.

The Orphan Drug Designation provides certain incentives to the Company, such as tax credits, toward the cost

of human clinical trials and a waiver for the payment of the GDUFA User Fee for market applications.

Additionally, Orphan Drug Designation

of the product provides developers with seven years of US market exclusivity and independent from the Company’s intellectual property

On July 3, 2025, the Company entered into a sales agreement with A.G.P./Alliance

Global Partners (“A.G.P.”) relating to the sale of newly issued shares of the Company’s common stock.

In accordance

with the terms of the sales agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of

up to $ 50,000,000 from time to time through A.G.P., acting as the Company’s sales agent or principal.

The Company intends to use

the net proceeds from the offering for working capital and for general corporate purposes.

On July 7, 2025, the Company filed a Form S-3 Registration Statement

with the U.S.

Securities Exchange Commission (“SEC”) that allows the Company to offer shares of common stock, preferred stock,

warrants to purchase common stock or preferred stock, and/or units to purchase any of such securities, either individually or in combination

with other securities described in this prospectus, in one or more offerings from time to time, with a total value of up to $ 100,000,000 .

The Form S-3 was declared effective on July 25, 2025.

On July 8, 2025, the Board of Directors determined that the Company

had met the criteria set forth in the Business Combination Agreement for the release of 2,000,000 contingent shares to the pre-closing

stockholders of ANEW Medical.

The 2,000,000 shares were issued on August 5, 2025.

In addition, the Board of Directors approved the issuance

of 408,691 from in the Company’s Equity Incentive Plan to Jeffrey LeBlanc, the Company’s CFO.

On July 14, 2025, the Nasdaq Hearings Panel (the

“Panel”) issued a letter to the Company that the Panel finds the Company in compliance with Listing Rules 5550(a)(1) and 5550(b)(1),

the “Bid Price” and “Equity Rules,” respectively.

On July 16, 2025, the Company issued a press release announcing

that the Company regained compliance with the Nasdaq listing requirements.

In addition, on July 14.

2025, Nasdaq approved the Company’s

application to “phase down” the listing of its common stock and warrants from the Nasdaq Global Market to the Nasdaq Capital

The Company’s common stock will continue to trade under the symbol “KLTO” and the Company’s warrants will

continue to trade under the symbol “KLTOW.”

On July 21, 2025, the Company signed a one-year lease in the amount

of $ 8,400 for an office space in Charlotte, NC.

On July 28, 2025, the Company filed with the SEC a Supplemental Prospectus

under the Form S-3 Registration Statement to register for resale an aggregate 12,500,000 Shares of Common Stock of the Company, which

consists of 6,250,000 shares of Common Stock previously sold to two investors in a transaction exempt from the registration requirements

of the Securities Act and 6,250,000 shares of Common Stock issuable upon the conversion of shares of the Company’s Series B Preferred

Stock sold to an investor in a transaction exempt from the registration requirements of the Securities Act.

On July 28, 2025, the Company filed with the SEC a Supplemental Prospectus

under the Form S-3 Registration Statement to register for the offer and sell shares of up to $ 50,000,000 in common stock, from time to

time, through A.G.P., acting as the Company’s sales agent or principal.

The sales of the common stock, if any, under the prospectus

supplement will be made at market prices by any method deemed to be an “at the market offering.”

On August 6, 2025, Klotho Neurosciences, Inc.

(the “Company”)

entered into a Letter Agreement (“Agreement”) with AAVnerGene Inc.

(“AAVnerGene”) for the manufacturing and development

of its KLTO-202 gene therapy candidate using the AAVnerGene platform technology.

AAVnerGene is an innovation-driven biotech renowned for

its transformative technologies in adeno-associated viruses (AAV) manufacturing and tissue-targeted delivery.

Subsequent to September 30, 2025 the Company settled

2,201,930 common shares sold under its At-The-Market facility.

Of these shares, 735,428 shares were initiated for sale on September 30,

2025, settled October 1, 2025, for net proceeds of approximately $ 339,000 .

The remaining 1,466,502 common shares were initiated for sale

and settled subsequent to September 30, 2025, for net proceeds of approximately $ 737,000 .

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 1. Financial Statements