What changed in this filing

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Item 1. Financial Statements

2026-05-20 compared with 2025-11-13 · 557 added, 548 removed, 476 unchanged (70% of the section changed)

Financial Statements

KLOTHO NEUROSCIENCES, INC.

GREENLAND MINES LTD

(formerly known as KLOTHO NEUROSCIENCES, INC.)

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

1 unchanged sentence

Prepaid expenses

Subscriptions receivable

Other current assets

Total current assets

Other assets:

Intangibles, net

Other non-current assets

Total other assets

4 unchanged sentences

Notes payable to related parties

Notes payable

Total current liabilities

Warrant liability

Derivative liability

Total liabilities

2 unchanged sentences

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

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

47,940 and 0 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

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

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

121,238,660 and 72,536,722 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Common stock to be issued

Additional paid-in capital

6 unchanged sentences

consolidated financial statements.

KLOTHO NEUROSCIENCES, INC.

GREENLAND MINES LTD

(formerly known as KLOTHO NEUROSCIENCES, INC.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

1 unchanged sentence

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Operating expenses:

2 unchanged sentences

Research and development

Share-based compensation

Total operating expenses

2 unchanged sentences

( 1,586,968 )

( 5,333,124 )

( 3,688,584 )

Other income (expense):

Interest expense

Change in fair value of warrant liability

( 2,314,353 )

Impairment expense

( 2,045,253 )

Change in fair value of warrant liability

Loss on conversion of debt

Other income (expense)

Unrealized loss on forward purchase contract

Total other income (expense)

( 4,344,915 )

( 3,889,674 )

Net loss before income taxes

3 unchanged sentences

$ ( 2,116,726 )

$ ( 2,895,585 )

$ ( 2,959,426 )

$ ( 9,222,798 )

$ ( 4,083,109 )

Net loss per share:

3 unchanged sentences

consolidated financial statements.

KLOTHO NEUROSCIENCES, INC.

GREENLAND MINES LTD

(formerly known as KLOTHO NEUROSCIENCES, INC.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

1 unchanged sentence

Preferred Stock

(Series B, C and D)

Stockholder’s

Equity (Deficit)

Balance, January 1, 2025

8 unchanged sentences

$ ( 12,679,525 )

Share-based compensation

Issuance of common shares in connection with note conversions

Issuance of common shares in connection with warrant exercises

Issuance of common shares in connection with stock subscriptions

Termination of shares issued during merger under FPA agreement

Issuance of Preferred B stock for cash

Deemed dividend - warrant modification

( 1,530,910 )

( 4,093,231 )

Balance at June 30, 2025

Balance at January 1, 2026

$ ( 21,114,473 )

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

-non-employee

Termination of shares issued during merger under FPA agreement

Issuance of preferred shares

Issuance of common shares

( 13,857,203 )

Balance, January 1, 2024*

( 13,857,203 )

Share-based compensation

Cancelled preferred B shares

Stock dividends

Adjustment from reverse merger application*

Balance at March 31, 2026

$ ( 34,971,676 )

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.

See accompanying notes to the unaudited condensed

consolidated financial statements.

KLOTHO NEUROSCIENCES, INC.

GREENLAND MINES LTD

(formerly known as KLOTHO NEUROSCIENCES, INC.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

the Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING

$ ( 9,222,798 )

$ ( 4,083,109 )

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

For the Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 13,857,203 )

$ ( 2,116,726 )

FROM INVESTING ACTIVITIES:

Acquisition of patents

of drug license

cash used in (provided by) investing activities

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

Changes in fair value of derivative liability

Impairment on intangible assets

Interest expense

Payments to non-employees related to acquisition

Stock-based compensation

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable

Accrued expenses

Notes payable to related parties

Other liabilities

Net cash used in operating activities

$ ( 4,971,143 )

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

$ ( 1,553,747 )

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

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of mineral rights and exploratory licenses

Net cash used in investing activities

$ ( 365,324 )

CASH FLOW INFORMATION:

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from sale of securities, net of offering costs

Proceeds from convertible promissory note, net of issuance cost

Payments for deferred financing costs

Proceeds from FPA settlement

Payments on financed director and officer insurance

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

Interest payable settled with issuance of common stock

Issuance of warrants

Non-cash acquisition of mineral licenses with preferred shares

SUPPLEMENTAL CASH FLOW INFORMATION:

Interest Paid

See accompanying notes to the unaudited condensed

consolidated financial statements.

KLOTHO NEUROSCIENCES, INC.

GREENLAND MINES LTD

(formerly known as KLOTHO NEUROSCIENCES, INC.)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

2 unchanged sentences

AND BUSINESS DESCRIPTION

Klotho 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 a proprietary, patented gene therapy platform that

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

On September 12, 2022, the Company acquired five

market-approved anti-cancer drugs approved for sale in Germany.

The Market Authorizations (MA’s) are for four of the drugs

that comprise the “FOLFOX” and “FOLFIRI” multi-drug regimens used in treatment of metastatic colorectal and gastric

cancer and in two of the drugs that are used to treat metastatic lung cancer.

The drugs are important in the treatment of many solid tumors

in both childhood and adult cancers.

Previously, the Company acquired two off-patent bio generic antibodies from Reliance Life Sciences

(RLS), the life science arm of Reliance Industries Pvt Ltd.

of Navi Mumbai, India.

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 Medical, Inc (ANEW).

Under certain circumstances, references to ANEW have

remained useful when describing the sequence of events that occurred during the merger between Redwoods and ANEW.

Business Combinations

Greenland Mines Ltd (the “Company” or “Greenland Mines”),

formerly known as Klotho Neurosciences, Inc., consists of two operating divisions:

1) Mining, focused on the exploration and development

of the Skaergaard Project in Southeast Greenland, one of the largest undeveloped palladium, gold, and platinum deposits

in the world;

and 2) Biotech, including the Company’s KLTO-202 primary indication for amyotrophic lateral sclerosis (ALS).

its recent acquisition of Greenland Mines Corp., the Company holds an 80 % interest in the Skaergaard Project, which hosts an

NI 43-101 (November 2022) Mineral Resource of 11.4 Moz PdEq Indicated and 14.1 Moz PdEq Inferred.

The Company is led by an experienced

team of mining, geological, biotech, and capital markets professionals.

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

In connection with the merger, the Company issued

six million shares in exchange for all 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 remained 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.

The Public Units of Redwoods automatically separated into the component securities upon consummation

of the Business Combination and, as a result, no longer trade as a separate security.

Further, upon the closing of the Business Combination

on June 21, 2024, the Company received approximately $ 181,339 in net cash proceeds.

At Closing, 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 $ 181,339 in net cash proceeds and recorded a receivable of $ 50,000 from

the Redwoods PIPE Financing funds.

The $ 2,000,000 note has been converted into shares and considered as paid in full as of December 31,

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.

Company received approximately $ 950,000 in cash proceeds and recorded a receivable of $ 50,000 from the ANEW PIPE Financing funds.

$ 2,000,000 note has been converted into shares and considered as paid in full as of December 31, 2024.

Certain ANEW stockholders may be entitled to up

to an additional 2,000,000 shares of Company Common Stock (the “ Contingent Consideration Shares ”), upon the following

conditions being met:

(i) 1,000,000 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;

(ii) 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.

In 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 December

31, 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.

As such, the shares and corresponding capital amounts and earnings per share related to ANEW’s

common stock prior to the merger have been retroactively restated as shares reflecting the exchange ratio established in the merger.

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 December 31, 2024 from the assumed $ 589,081 cash.

(“Redwoods”), a Delaware special purpose acquisition company, entered into a Business Combination Agreement with ANEW Medical,

(“ANEW”), a Wyoming corporation, and related merger subsidiaries, pursuant to which the parties consummated a business

combination on June 21, 2024.

Following the closing, ANEW continued as the surviving corporation and became a wholly owned subsidiary

of Redwoods, and Redwoods changed its name to “ANEW Medical, Inc.” For accounting purposes, the transaction was treated as

a reverse acquisition, with ANEW deemed the accounting acquirer and Redwoods treated as the acquired company for financial reporting purposes.

Accordingly, the transaction was accounted for as a recapitalization, with the net assets of Redwoods recorded at historical cost and

no goodwill or intangible assets recognized.

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

Neurosciences, Inc.

On March 4, 2026, the Company entered into an

Agreement and Plan of Merger with Greenland Mines Corp., pursuant to which a wholly owned merger subsidiary of the Company was merged

with and into Greenland Mines, with Greenland Mines surviving the merger as a wholly owned subsidiary of the Company.

Following the closing

of the transaction, the Company acquired control of Greenland Mines through this forward merger structure.

For accounting purposes, the

transaction was evaluated under ASC 805 and determined to represent an asset acquisition, as substantially all of the fair value of the

gross assets acquired was concentrated in mineral rights and exploratory licenses.

Accordingly, the transaction was accounted for as an

asset acquisition, with the purchase price allocated to the acquired assets based on relative fair values and no goodwill recognized.

Effective March 11, 2026, the Company changed its name from Klotho

Neurosciences, Inc.

to Greenland Mines Ltd.

In connection with the Company’s name change,

the stock symbol for the Company’s common stock was changed and the Company’s common stock and warrants began trading under

the symbol “GRML” and “GRMLW” on the Nasdaq Capital Market at the start of trading on March 12, 2026.

number for the Company’s common stock remains unchanged.

NOTE 2 — SUMMARY OF SIGNIFICANT

1 unchanged sentence

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 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.

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 March 31, 2026, the Company had cash and cash equivalents of approximately $ 10.0 million

and an accumulated deficit of approximately $ 35.0 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.

Basis of Presentation and Principles of Consolidation

60 unchanged sentences

Depository Insurance Coverage of $ 250,000 .

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

As of March 31, 2026, the Company has not experienced losses on this account and management

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

Convertible Preferred Shares

The Company determines the accounting for convertible preferred shares

in accordance with ASC 480 and ASC 815.

Specifically, the preferred shares will initially be assessed to determine whether they should

be classified as a liability.

Once it has been determined that they should not be classified as a liability, the Company will assess whether

i) they should be classified in permanent or temporary equity and ii) if the conversion option should be bi-furcated and recognized as

a separate liability.

If the conversion option is bi-furcated and recognized as a separate liability it will be initially and subsequently

measured at fair value.

Fair Value of Financial Instruments

17 unchanged sentences

Fair value measurements at reporting date using:

Quoted prices in

active markets

Quoted prices

in active markets

for identical

1 unchanged sentence

unobservable inputs

Cash equivalents, September 30, 2025

Cash equivalents, March 31, 2026

Cash equivalents, December 31, 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:

Warrant liabilities, March 31, 2026

Warrant liabilities, December 31, 2025

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

Three Months Ended

September 30,

Representative warrant liabilities, July 1

Change in fair value

Representative warrant liabilities, September 30

Nine Months Ended

September 30,

Representative warrant liabilities, January 1

Issuances/Assumptions

Warrant liabilities, January 1

Change in fair value

Representative warrant liabilities, September 30

Warrant liabilities, March 31

The warrants are classified in Level 3 due to

the use of significant unobservable inputs to determine their fair value.

To that extent, the Company utilizes the Black-Scholes option

pricing model to determine the fair value of the warrants.

In determining the fair value of the warrants, we used the following inputs

as of March 31, 2026:

Risk-free interest rate

Expected dividend yield

Expected volatility

Expected life

The fair value of the Series C Preferred Stock and

acquired mineral rights were determined using a combination of valuation approaches, including a discounted cash flow analysis and market-based

Significant assumptions used in the valuation included projected future cash flows based on expected mineral production, commodity

price assumptions, and discount rates reflective of the risks associated with the underlying assets.

Due to the use of unobservable inputs,

the valuation is classified within Level 3 of the fair value hierarchy.

Intangible Assets

4 unchanged sentences

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

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 litigation 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 period.

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

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 period.

Impairment of Long-Lived and Intangible Assets

9 unchanged sentences

may not be recoverable, impairment is measured as the excess of the assets’ carrying value over the estimated fair value.

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, 2024, the date of the last impairment test, the Company determined that the license related to Teleost Biopharmaceutic,

LLC was impaired and recognized an impairment expense of $ 10,000 as of December 31, 2024.

The Company determined that the estimated fair

value of all other intangible assets exceeded their carrying value, indicating no impairment.

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.

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.

For the period ended March 31, 2026, the Company determined that the licenses

related to various generic drugs and four generic drugs (Encore) were fully impaired and recognized an impairment expense of $ 2,045,253 .

The impaired intangible assets were reported under the Biotech segment.

The Company determined that the estimated fair value of all other

intangible assets exceeded their carrying value, indicating no impairment.

Revenue Recognition

35 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

September 30,

$ ( 13,857,203 )

$ ( 2,116,726 )

$ ( 9,222,798 )

$ ( 4,083,109 )

Weighted-average common shares outstanding, basic and diluted

2 unchanged sentences

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

As of September 30,

As of March 31,

Total potentially dilutive shares**

** The Company excluded the preferred C shares from the potentially

dilutive shares as these are currently not convertible into a common shares due to a required shareholder approval.

Research and Development Cost

1 unchanged sentence

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

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.

Company R&D costs were $ 321,271 and $0 for the three months ended March 31, 2026 and 2025, respectively.

Share-based Compensation

10 unchanged sentences

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 .

The Company recorded share-based compensation of $ 5,107,399 and $ 1,952,852

for the three months ended March 31, 2026, and 2025, respectively.

Warrants are accounted for in accordance with ASC 480 and ASC 815.

Warrants that are within the scope of ASC 480 will be recognized as a liability and initially measured at fair value and subsequently

re-measured to fair value at the end of each reporting period.

If the warrants are not within the scope of ASC 480 the Company will then

assess whether the warrants are considered indexed to the Company’s stock in accordance with ASC 815-40.

If the warrants are considered

indexed to the Company’s stock they will be classified in equity.

Otherwise, the warrants will be classified as a liability and

initially measured at fair value and subsequently re-measured to fair value at the end of each reporting period.

As of March 31, 2026, the fair value of the Private Warrant liabilities

was $ 7,714,794 which was based on Black-Scholes option pricing model used to determine the fair value of the warrants.

During the three

months ended March 31, 2026, the fair value of the warrants liability increased by $ 2,314,353 .

Related Parties

32 unchanged sentences

Segment Information

Operating segments are defined as components of

an enterprise for which separate discrete information is available for evaluation by the Chief Operating Decision Maker (“CODM”)

or decision-making group in deciding how to allocate resources and in assessing performance.

The Company views its operations and manages

its business as one operating and reporting segment, which is the business of research and development of essential medicines for the

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

See Note 11 Segment Information for additional

Operating segments are defined as components of an enterprise for which

separate discrete information is available for evaluation by the Chief Operating Decision Maker (“CODM”) or decision-making

group in deciding how to allocate resources and in assessing performance.

The Company views its operations and manages its business as

two reportable segments:

(i) biotechnology operations focused on research and development activities, and (ii) mineral resource development

and exploration.

See Note 11 Segment Information for additional information.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial

Instruments – Credit Losses, which requires entities to estimate all expected credit losses for financial assets measured

at amortized cost basis, including trade receivables, held at the reporting date based on historical experience, current conditions, and

reasonable and supportable forecasts.

The Company adopted this guidance on January 1, 2023.

The adoption of this accounting standard did

not have an impact on the Company’s consolidated financial statements as the Company is in a pre-revenue state and does not generate

revenue and has no receivables from third party.

In November 2023, the FASB issued ASU 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires incremental disclosure of segment information

on an interim and annual basis.

This ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim

periods within fiscal years beginning after December 15, 2024.

Retrospective application to all prior periods presented in the financial

statements is required for public entities.

The Company adopted ASU 2023-07 as of January 1, 2024, which resulted in additional disclosures

of significant segment expenses and other segment items as well as incremental qualitative disclosures.

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which enhances the transparency of income tax disclosures.

amendments require expanded information within the rate reconciliation, including both dollar amounts and percentage effects, and require

disaggregation of income taxes paid by federal, state, and foreign jurisdictions.

The ASU also requires additional detail regarding deferred

tax assets and liabilities and valuation allowances.

The Company adopted ASU 2023-09 for the year ended December 31, 2025.

not affect the Company’s financial position or results of operations, but it resulted in expanded income tax disclosures in the

accompanying financial statements.

NOTE 3 — ACQUISITION OF

GREENLAND MINES CORP.

Transaction Overview

On March 4, 2026, the Company, completed a forward merger

pursuant to which Greenland Merger Sub, Inc., a wholly owned subsidiary of the Company, merged with and into Greenland Mines Corp.

(“Greenland”),

with Greenland surviving as a wholly owned subsidiary (the “Transaction”).

At the acquisition date, Greenland’s assets consisted primarily

of mineral rights and early-stage exploration licenses related to the Skaergaard Project in Greenland.

Greenland did not have mineral

production, revenues, or an organized workforce and the Company concluded that substantially all of the fair value of the assets acquired

was concentrated in mineral exploration rights.

As such, in accordance with the definition of a business outlined in ASC 805-10-55, the

Transaction did not meet the definition of a business and was accounted for as an asset acquisition under ASC 805-50.

The fair value of the consideration transferred, which was more reliably

measurable than the fair value of the mineral rights, totaled approximately $ 48.4 million and was determined as summarized in the table

Fair value of consideration transferred

Cash (CAD$ 500,000 converted in USD)

Fair value of preferred stock C ( 47,940 shares)

Total consideration transferred

Transaction costs of the asset acquisition (a)

Total acquisition costs

Greenland’s identifiable assets acquired and liabilities assumed

Mineral rights and exploration licenses

(a) Transaction costs include direct costs to

acquire the assets, such as fees paid to external advisors.

Indirect costs not directly attributable to the acquisition of the assets

have been expensed as incurred.

The following table summarizes the Company’s

indefinite lived intangible asset acquired in connection with the Acquisition and their carrying value as of March 31, 2026:

Carrying Value

Mineral rights and exploration licenses

Total long-lived assets

Future Development Activities

The Company’s ability to realize value from

the acquired mineral interests is dependent on future exploration success, availability of financing, regulatory approvals, technical

studies, and the development of mining and processing infrastructure.

Costs incurred for ongoing exploration and evaluation activities

subsequent to the acquisition date will be accounted for in accordance with the Company’s accounting policies and applicable U.S.

Business Plan

The Company’s principal assets consist of mineral rights and exploration

licenses related to the Skaergaard Project in Greenland.

These mineral properties are non-producing, have not been demonstrated to contain

mineral reserves as defined under SEC Regulation S-K Subpart 1300, and have not generated revenues.

The Company’s exploration activities are

in an early stage and are focused on evaluating the geological characteristics and mineral potential of the properties.

Advancement of

the mineral assets is dependent on the results of ongoing and future exploration programs, including geological studies, sampling, and

drilling, as well as the completion of technical, environmental, and economic evaluations.

The Company does not have proven or probable mineral

reserves and has not determined whether the mineral properties contain economically recoverable mineralization.

The establishment of economically

recoverable reserves will require additional exploration, permitting, regulatory approvals, and significant capital expenditures.

can be no assurance that the Company’s exploration efforts will result in the identification of mineral reserves, that the properties

will be developed into producing mines, or that mining operations will ever commence.

As of the reporting date, management has not identified

any indicators of impairment related to the Company’s mineral rights and exploration licenses.

The mineral properties will continue

to be evaluated for impairment in accordance with applicable accounting guidance as exploration activities progress and additional information

becomes available.

NOTE 4 — PREPAID EXPENSES

Prepaid expenses consist of prepayment of the

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

balance sheets.

Prepaid expenses consist of prepayment of the premium on Directors

and Officers insurance, NASDAQ annual fees, association membership fees, fees related to chartered vessels and equipment for summer fieldwork

at the Skaergaard Project, consulting, and Delaware franchise taxes.

As of March 31, 2026 and December 31, 2025, prepaid expenses totaled

$ 867,018 and $ 117,071 , respectively, in the accompanying condensed consolidated balance sheets.

NOTE 5 — INTANGIBLE ASSETS

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Intangible Assets

September 30,

Non-Exclusive License Agreement

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Needleless Syringe License

Total intangible assets

Mineral rights and exploratory

Total intangible assets, net

Intangible assets are as follows:

● 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.

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

● 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.

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.

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.

The University of Heidelberg license is in good standing.

We plan to use this license alongside

other AAV vectors as part of upcoming clinical trials for KLTO-202.

The value of the licenses was $ 179,821 at March 31, 2026 and December

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

The value of the licenses was $ 736,983 at December 31, 2025.

For the reporting period as of March 31, 2026, the Company performed an analysis and determined that the various generic drug licenses should be fully impaired and determined the value of these licenses to be $0 at March 31, 2026.

● 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 September 30, 2025 and December 31, 2024.

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

For the reporting period as of March 31, 2026, the Company performed an analysis and determined that the four generic drugs (Encore) licenses should be fully impaired and determined the value of these licenses to be $0 at March 31, 2026.

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

The license is in good standing.

The Company has worked with Sherbrooke to begin advanced prototyping of the device and has plans to fund continued tech development and selection of drug candidates to pair with the device.

The value of the license at March 31, 2026 and December 31, 2025 was $ 26,060 , respectively.

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

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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 September 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 March 31, 2026 and December 31, 2025, 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”).

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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 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

use as the Company is in pre-revenue stage.

The UAB license remains in good standing, and the Company plans to use the license for clinical development of its Klotho pipeline, including KLTO-101 and KLTO-202.

As of March 31, 2026 and December 31, 2025, the Company owed $ 0 under the agreement.

rights and early-stage exploration licenses ($48,416,474) – The Company holds mineral rights and early-stage exploration

licenses related to the Skaergaard Project in Greenland.

The mineral rights and exploration licenses represent the Company’s

rights to explore, develop, and drill and sample mineral resources within the licensed area.

As of March 31, 2026, the Company’s

intangible assets primarily comprise early-stage exploration assets that are not yet ready for their intended use.

These licenses and patents are not currently in use as the Company

is in 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 later in the year.

NOTE 6 — ACCOUNTS PAYABLE AND ACCRUED

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of professional fees.

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

The accounts payable and accrued expenses as of March 31, 2026 and December 31, 2025 were $ 259,198 and $ 76,764 ,

respectively, in the accompanying condensed consolidated balance sheet.

NOTE 6 — NOTES PAYABLE TO RELATED PARTIES

Notes payable to related parties consisted of

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.

Total notes payable to related parties

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 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

Upper Clapton Convertible Promissory Note

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 .

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

Redwoods PIPE Investor Convertible Promissory

On March 4, 2024, in connection with the Merger,

Public ANEW entered into a convertible promissory note that bore an interest of 10 % 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.

The note and related interest were converted into the Company’s common shares and fully settled as of September 30, 2024.

The outstanding

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

ANEW PIPE Investors Convertible Promissory

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

Business Combination Agreement, ANEW Medical (Wyoming) entered into a convertible promissory note that bore an interest of 10 % 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 during the years ended December 31, 2024.

The note and related interest were converted into the Company’s common shares

and fully settled as of September 30, 2024.

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

Austria Capital LLC Convertible Promissory

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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 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 .

During the year ended December 31, 2025, the Company

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

The note was paid off in full as of March 31,

2026 and December 31, 2025.

Red Road Holdings Promissory Note

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an original issue discount of $ 25,040 was recognized as well as deferred financing costs related to legal fees of $ 6,500 .

The net liability

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 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 .

31, 2026 and December 31, 2025, the net liability presented on the condensed consolidated balance sheet was $ 0 as the note was paid off

in full during 2025.

On January 3, 2025, the Company signed a loan

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an original issue discount of $ 16,960 was recognized as well as deferred financing costs related to legal fees of $ 6,000 .

The promissory

note is due on November 15, 2025.

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

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 .

31, 2026 and December 31, 2025, the net liability presented on the condensed consolidated balance sheet was $ 0 as the note was paid off

in full during 2025.

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

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as well as deferred financing costs related to legal fees of $ 7,000 .

The promissory note is

due on January 30, 2026.

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

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 .

As of March 31, 2026 and

December 31, 2025, the net liability presented on the condensed consolidated balance sheet was $ 0 as the note was paid off in full during

3i LP Institutional Investor Securities Purchase

On January 23, 2025 (the “Closing Date”)

the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”),

pursuant to which the Investor will purchase, for an aggregate purchase price of $ 2,000,000 , two senior convertible promissory notes (the

“Notes”) from the Company in the aggregate principal amount of $ 2,173,914 and two warrants (the “Warrants”) to

purchase up to an aggregate of 4,000,000 shares of the Company’s common stock, par value $ 0.0001 per share, in each case subject

to the terms and conditions set forth in the Purchase Agreement.

Upon effectiveness of the registration rights agreement (the “Registration

Rights Agreement”) executed by the Company and the Investor on the Closing Date, the Company filed a registration statement with

the Securities and Exchange Commission (“SEC”) to register the shares of Common Stock issuable to the Investor upon any conversion

of the Notes or exercise of the Warrants, within 15 days of the Closing Date.

Pursuant to the Purchase Agreement, upon the registration

statement being declared effective by the SEC on February 10, 2025, the Investor purchased a second Note in the principal amount of $ 1,086,957

and a second Warrant exercisable for up to an aggregate of 2,000,000 shares of Common Stock, for an aggregate purchase price of $ 1,000,000

on February 13, 2025.

On January 23, 2025, the Company entered into

a Securities Purchase Agreement with an institutional investor, pursuant to which the Investor will purchase, for an aggregate purchase

price of $ 2,000,000 , two senior convertible promissory notes from the Company in the aggregate principal amount of $ 2,173,914 and two

warrants to purchase up to an aggregate of 4,000,000 shares of the Company’s common stock, par value $ 0.0001 per share, in each

case subject to the terms and conditions set forth in the Securities Purchase Agreement.

Pursuant to the Securities Purchase Agreement,

upon the registration statement being declared effective by the SEC on February 10, 2025, the Investor purchased a second Note in the

principal amount of $ 1,086,957 and a second warrant exercisable for up to an aggregate of 2,000,000 shares of Common Stock, for an aggregate

purchase price of $ 1,000,000 on February 13, 2025.

The Notes mature on the anniversary of their date

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Price is subject to adjustment in connection with certain transactions, including stock dividends, stock splits or combinations and the

The Notes contain certain specified events of default, the occurrence of which would entitle the Investor to immediately demand

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

Both warrants expire five years from their respective

dates of issuance.

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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 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.

As of March 31, 2026 and December 31, 2025, the

net liability presented on the condensed consolidated balance sheet was $ 0 as the note was paid off in full during 2025.

NOTE 8 — RELATED PARTIES

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for executives.

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

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.

As of March 31, 2026, the Company assumed approximately $ 294,000 of

notes payable to related parties from Greenland Mines Corp., which consist of unsecured promissory notes issued to multiple investors

in connection with private placement transactions.

Under these arrangements, investors subscribed to purchase units that included both

a promissory note and common equity of the Company.

These promissory notes generally bear interest at low stated rates (e.g., approximately

2 %) and are payable upon the earlier of the Company obtaining specified financing proceeds or a stated maturity date (generally extending

The notes are unsecured and may be prepaid by the Company without penalty.

NOTE 9 — STOCKHOLDER’S EQUITY

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Although the Company does not have a formal policy with respect to the grant of equity incentive awards to the Company’s executive

officers, the Company believes that equity awards provide Company’s executive officers with a strong link to the Company’s

officers, the Company believes that equity awards provide the Company’s executive officers with a strong link to the Company’s

long-term performance, create an ownership culture and help to align the interests of the Company’s executives and the Company’s

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In addition, Company believes that equity awards with a time-based vesting feature promote executive retention because this

feature provides incentives to Company’s executive officers to remain in Klotho’s employment during the applicable vesting

Accordingly, Company’s board of directors periodically reviews the equity incentive compensation of the Company’s

feature provides incentives to Company’s executive officers to remain in employment with the Company during the applicable vesting

Accordingly, the Company’s board of directors periodically reviews the equity incentive compensation of the Company’s

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

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.

During the quarter ended March 31, 2026, the Company granted 8,050,000

restricted shares under the Equity Incentive Plan at a share price of $ 0.42 , resulting in recognized stock-based compensation expense

of $ 3,321,430 .

During the year ended December 31, 2025, the Company

granted 180,000 stock options under the Equity Incentive Plan at a weighted average fair value of $ 0.38 , resulting in recognized stock-based

compensation expense of $ 68,760 .

During the year ended December 31, 2025, the Company

granted 408,691 shares at a share price of $ 1.34 under the Equity Incentive Plan, to a member of management, resulting in stock-based

compensation expense of $ 547,646 .

Unamortized stock-based compensation related to these grants was $ 0 as of December 31, 2025.

Non-Equity Incentive Plan Shares Issuances

During the quarter ended March 31, 2026, the Company

granted 1,000,000 restricted shares at a share price of $ 0.42 , unrelated to the Equity Incentive Plan, resulting in recognized stock-based

compensation expense of $ 412,600 .

During the year ended December 31, 2025, the Company

granted 1,000,000 shares at a share price of $ 0.52 , unrelated to the Equity Incentive Plan, related to a consulting agreement, resulting

in professional fees of $ 516,000 .

Unamortized expenses related to these grants was $ 0 as of December 31, 2025.

During the year ended December 31, 2024, the Company

granted 3,285,452 shares and options, unrelated to the Equity Incentive Plan, at a weighted average fair value of $ 0.92 , resulting in

amortized stock-based compensation expense of $ 2,279,573 .

Stock-based compensation related to these awards totaled $ 713,375 during the

year ended December 31, 2025.

Unamortized stock-based compensation related to these grants was $ 69,375 as of December 31, 2025.

Private Placement

On March 2, 2026, the Company closed and completed

the private placement (the “Financing”) contemplated by that certain Securities Purchase Agreement, dated February 19, 2026,

by and among the Company and the purchasers named therein (the “Purchasers”).

At the closing of the Offering, the Company issued

to the Purchasers an aggregate of 34,551,939 shares of the Company’s common stock and warrants to purchase up to an aggregate of

34,551,939 shares of Common Stock (the “Warrants”).

The sale of the securities resulted in aggregate gross proceeds to the

Company of approximately $ 7,750,000 .

During February 2026, the Company entered into a consulting agreement

under which it issued 2,500,000 shares of restricted common stock and 2,500,000 common stock purchase warrants to a third-party consultant

in exchange for business development and advisory services.

The equity instruments issued for services were accounted for in accordance

with ASC 718 and measured at their grant date fair value.

The associated expense is recognized in general and administrative expenses

as the services are rendered (or upon vesting, if immediately vested).

The warrants were determined to be equity-classified instruments

recognized at fair value on the date of issuance.

Modification of Previously Issued Financing Warrants

During the year ended December 31, 2025, the Company

reduced the strike price on certain of its issued warrants to induce exercise of the warrants, reducing the exercise price from $ 3.49

to $ 1.35 for certain outstanding warrants.

The warrants were subsequently exercised (during the year ended December 31, 2025) as a result

of the modification.

In accordance with ASC paragraphs 815-40-35-16 through 17, the Company determined that the effect of the modification,

which was calculated as $ 1,530,910 , should be recognized as an equity issuance cost.

As a result, the Company recognized a deferred offering

cost with a corresponding increase to additional paid in capital.

Further, upon exercise of the warrants, the Company, in accordance with

SAB Topic 5.A, charged the deferred offering costs against the gross proceeds of the offering (i.e.

a $ 1,530,910 reduction to additional

paid in capital).

During the year ended December 31, 2025, holders of common stock warrants exercised a total of 11.0 million warrants

for gross proceeds of $ 11.4 million.

Austria Note Conversion

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the condensed consolidated statements of operations.

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

During the year ended December 31, 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 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 .

During the year ended December 31, 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 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.

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.

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 .

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

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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.

During the year ended December 31, 2025, all 500 preferred B shares were converted into 6,250,000 common

Preferred C Shares

On March 4, 2026, the Company purchased mineral rights and exploratory

licenses and issued 47,940 preferred C shares at $ 0.0001 par value per share for a total fair value of $ 47,940,000 .

Each of the 47,940

preferred shares has a conversion option to convert into 42,554 common shares upon shareholder’s approval.

The Series C Preferred Shares issued in connection

with the Greenland Mines transaction had the following rights and privileges:

● Prior to stockholder approval, the holders of the Series C Preferred Shares have no voting rights and are not entitled to vote on any matters submitted to stockholders;

● Following stockholder approval, each share shall

vote together with the common stock on an as-converted basis;

● Prior to stockholder approval, the Series C Preferred

Shares are not convertible into common stock;

● Upon stockholder approval, each share is convertible

into shares of common stock at a stated conversion ratio

Pursuant to the Agreement and Plan of Merger dated

March 4, 2026, the Company issued 47,000 shares of Series C Preferred Stock to the stockholders of Greenland Mines as consideration for

the transaction.

940 Series C shares were issued as a finder’s fee related to the transaction.

These shares were issued in connection

with the asset acquisition and were subject to stockholder approval for both conversion and voting rights.

Prior to such approval, the

shares are non-voting and non-convertible;

upon approval, they become convertible into common stock and participate in voting on an as-converted

The Company has classified the Series C Preferred Stock within permanent

This classification, in accordance with ASC 480, is appropriate as the shares are not redeemable, do not contain any

obligations requiring the Company to transfer assets, and do not embody features that would require liability classification under applicable

accounting guidance.

The conversion feature embedded in the Series

C Preferred Stock was evaluated under ASC 815 to determine whether bifurcation as a derivative instrument was required.

The Company concluded

that bifurcation is not required, as the conversion option:

Is indexed to the Company’s own stock based on a fixed conversion ratio;

Does not include any contingent settlement provisions

that would require net cash settlement;

Does not embody any features that are not clearly

and closely related to the host equity instrument.

the conversion feature qualifies for the scope exception for equity-linked instruments and is not required to be separated from

the host instrument.

As of March 31, 2026, conversion of the Series

C Preferred Stock had not occurred due to the requirement to obtain stockholder approval prior to conversion.

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.

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.

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 September 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 to MCP.

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.

During the year ending December 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 .

During the three months ended March 31, 2026, Meteora sold and

terminated on behalf of the Company 923,340 shares at a reset price of $ 0.2352 and 457,905 shares at a reset price of $ 0.4260 , for total

proceeds to Klotho in the amount of $ 412,329 .

At-the-Market Sales Agreement

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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

During the year ended December 31, 2025, the Company sold 2,206,930 shares

at a weighted average price of $ 0.50 per share for gross proceeds of $ 1,112,745 .

During the quarter ended March 31, 2026, the Company

sold no shares under the sales agreement.

NOTE 10 — COMMITMENTS AND

CONTINGENCIES

From time to time, the Company is subject to various

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NASDAQ Deficiencies

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

On September 19, 2025,

the Company received a delinquency notification letter from 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) (“Bid Price Rule”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was originally provided 180 calendar days, or until March 18, 2026,

to regain compliance.

On March 19, 2026, the Company received written

notification from Nasdaq that the Company has been granted an additional six-month extension until September 14, 2026 to regain compliance

with the Bid Price Rule.

If the Company fails to timely regain compliance with the Bid Price Rule for 10 consecutive business days by

September 14, 2026, the Company’s common stock will be subject to delisting from Nasdaq.

NOTE 11 — SEGMENT INFORMATION

Operating segments are defined as components of

an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”)

Operating segments are defined as components of an entity for which

separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”)

in deciding how to allocate resources to an individual segment and in assessing performance.

The Company operates as a single reporting

segment, focused on developing essential medicines for the treatment of chronic diseases – cancer, cardiovascular, and neurodegenerative

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.

The Company’s measure of segment profit

or loss is net loss.

The CODM is the chief executive officer (“CEO”).

The CODM manages and allocates resources to the operations

of the Company on a total company basis.

Managing and allocating resources on a consolidated basis enables the CEO to assess the overall

level of resources available and how to best deploy these resources across functions and research and development projects that are in

line with the Company’s long-term company-wide strategic goals.

Consistent with this decision-making process, the CEO uses consolidated

financial information for purposes of evaluating performance, forecasting future period financial results, allocating resources, and setting

incentive targets.

Operating expenses are used to monitor budget versus actual results.

The CODM also uses net loss in competitive analysis

by benchmarking to the Company’s peer group.

The competitive analysis along with the monitoring of budgeted versus actual results

are used in assessing performance of the segment.

The following table is representative of the significant

expense categories regularly provided to the CODM when managing the Company’s single reporting segment.

A reconciliation to the

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

Historically, the Company operated as a single

reporting segment, focused on developing essential medicines for the treatment of chronic diseases – cancer, cardiovascular, and

neurodegenerative disorders.

However, as a result of the asset acquisition that occurred during March of 2026, the Company now reports

under two reportable segments:

Biotech and Mining.

As the asset acquisition occurred during the most recent interim reporting period,

comparative information for the three months ended March 31, 2025 only reflects the Biotech segment.

The Company has two reportable segments:

(i) biotechnology

operations focused on research and development activities, and (ii) mineral resource development and exploration.

The Company’s

measure of segment profit or loss for each reportable segment is net loss.

The Chief Operating Decision Maker (“CODM”), identified

as the Company’s Chief Executive Officer , evaluates performance and allocates resources between the biotechnology and mining segments.

The CODM reviews financial information for each

segment, as well as on a consolidated basis, to assess performance, forecast future operating results, and determine the appropriate

allocation of resources consistent with the Company’s overall strategic objectives.

Operating expenses are reviewed for each segment

to monitor budget-to-actual performance.

In addition, the CODM utilizes net loss metrics in competitive benchmarking analyses against

peer companies within each respective industry, and this analysis, together with budget monitoring, is used in evaluating segment performance

and resource allocation decisions.

The following table reflects segment profit or loss, significant expense

categories and other segment items regularly provided to the CODM when managing the Company’s reportable segments.

A reconciliation

to the consolidated net loss for the periods ended March 31, 2026 and 2025 is included at the bottom of the table below.

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

March 31, 2026

For the Three Months Ended

March 31, 2025

Significant segment expenses

1 unchanged sentence

Research and development

Professional fees - Licenses and Patents

Professional fees - Other

Share-based compensation expense

Professional fees

Interest expense

Impairment expense

Other segment items

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Consolidated net loss

1) Excluding share-based compensation expense

NOTE 12 — SUBSEQUENT EVENTS

Segment assets for Mining comprise intangible

assets of $ 48.4 million as of March 31, 2026.

Segment assets for Biotech comprise intangible assets of $ 0.2 million and $ 2.3 million as

of March 31, 2026 and December 31, 2025, respectively.

NOTE 12 — SUBSEQUENT

The Company has evaluated subsequent events pursuant

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that the following subsequent event exists:

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 .

On April 17, 2026, the Company’s Board of

Directors appointed Jason D.

Sawyer as a director to fill a vacancy, effective immediately, to serve until the next annual meeting of

stockholders or until his successor is elected or earlier resignation or removal.

Sawyer has not been appointed to any Board committees

and has not entered into any agreement with the Company in connection with his appointment.

Additionally, there are no family relationships

Sawyer and any of the Company’s executive officers or directors, and he is not a party to any related party transactions

requiring disclosure.

On April 17, 2026, the Company filed Post-Effective

Amendment No.

1 to its Registration Statement on Form S-8 (File No.

333-291317) to include a reoffer prospectus pursuant to General Instruction

C of Form S-8 covering potential resales, from time to time, of up to 6,400,000 shares of the Company’s common stock previously

issued or issuable to certain employees, officers and directors under the Company’s equity compensation arrangements.

On April 27, 2026, the Company entered into a

consulting agreement with Eric Boyd pursuant to which Mr.

Boyd will provide project management and related consulting services for the

Nanoject program.

The agreement commenced on May 1, 2026 and continues on a month-to-month basis unless terminated by either party.

under the agreement is $ 7,500 per month.

On May 20, 2026, the Company entered into an Agreement

to acquire Neo North Star Resources, Inc., owner of the Sarfartoq Rare Earth Element Project in southwest Greenland, from its stockholders

including Neo Performance Materials.

The transaction will be structured as a merger between Neo North Star Resources, Inc.

and a newly-formed,

wholly-owned subsidiary of the Company.

Total consideration for the acquisition will be US$ 35 million paid in the form of US$ 20 million

in cash and US$ 15 million in newly issued shares of Greenland Mines common stock.

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