What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-20 compared with 2025-11-13 · 91 added, 78 removed, 114 unchanged (60% of the section changed)

34 unchanged sentences

of new information, future events or otherwise.

Klotho Neurosciences, Inc.

(“The Company”

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

The Company currently has acquired two licensed platforms:

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.

Overview and Recent Developments

During the quarter ended March 31, 2026, the Company underwent a significant

strategic transformation as a result of the acquisition of Greenland Mines Corp., which was completed on March 4, 2026.

Through this transaction,

the Company acquired an interest in the Skaergaard Project, a large-scale mineral exploration asset located in eastern Greenland, and

expanded its business to include mining operations.

In connection with this transaction, on March

11, 2026, the Company changed its legal name from Klotho Neurosciences, Inc.

to Greenland Mines Ltd, and its common stock began trading

under the ticker symbol “GRML” on the Nasdaq Capital Market effective March 12, 2026.

As a result of the March 2026 acquisition, the

Company now operates through two primary business segments:

(i) Biotech and (ii) Mining.

The Biotech segment continues to focus on research

and development activities, while the Mining segment focuses on the exploration and development of mineral resources.

This expansion represents

a significant change in the Company’s business strategy and future capital allocation priorities.

Prior to the March 2026 transaction, the Company

operated as a biotechnology-focused entity developing essential medicines for the treatment of chronic diseases, including cancer, cardiovascular,

and neurodegenerative disorders.

The Company’s biotechnology platform includes a generic drug portfolio, a biosimilar biologics

platform utilizing biologic therapies to treat cancer, and proprietary technologies involving melanocortin receptor-binding molecules

and a gene therapy platform designed to deliver the “Klotho” protein for the treatment of neurodegenerative diseases.

Effective September 17, 2024, the Company changed

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Throughout these financial statements, references to the “Company”

refer to Klotho Neurosciences, Inc., formerly known as ANEW or ANEW Public.

Under certain circumstances, references to ANEW and ANEW Public

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

As of May 30, 2023, Redwoods Acquisition Corp.,

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

(“Merger Sub”) and ANEW Medical, Inc., a Wyoming corporation (“ANEW”) entered into a Business Combination Agreement,

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

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

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

“Business Combination”).

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

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

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

In connection with the closing of the Business Combination

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

refer to Klotho Neurosciences, Inc., which was subsequently renamed Greenland Mines Ltd in March 2026.

On May 30, 2023, Redwoods Acquisition Corp.,

a Delaware special purpose acquisition company (“Redwoods”), Anew Medical Sub, Inc., and ANEW Medical, Inc.

entered into a Business Combination Agreement, which was amended on November 4, 2023.

On June 21, 2024, the transaction closed, resulting

in ANEW becoming a wholly owned subsidiary of Redwoods, with ANEW deemed the accounting acquirer for financial reporting purposes.

connection with the closing of the transaction, Redwoods changed its name to “ANEW Medical, Inc.” This transaction was accounted

for as a reverse recapitalization.

Critical Accounting Policies and Estimates

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Results of Operations for the Three Months

Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

The Company had no revenue for the three months

ended September 30, 2025 and 2024.

ended March 31, 2026 and 2025.

Operating Expenses

Our operating expenses for the three months ended

September 30, 2025 were $1,853,304 compared to $2,870,932 for the three months ended September 30, 2024, a decrease of $1,017,628.

decrease was primarily due to decreases in share-based compensation and professional fees, partially offset by increases in research and

development and general and administrative costs.

For the three months ended September 30, 2025,

we incurred a net loss of $2,895,585 compared to a net loss of $2,959,426 for the three months ended September 30, 2024.

in net loss was primarily due to decreased share-based compensation expense and professional fees, partially offset primarily by increases

in interest expense, research and development efforts and general and administrative costs.

Results of Operations for the Nine Months Ended

September 30, 2025 Compared to the Nine Months Ended September 30, 2024

The Company had no revenue for the nine months

ended September 30, 2025 and 2024.

Operating Expenses

Our operating expenses for the nine months ended

September 30, 2025 were $5,333,124 compared to $3,688,584 for the nine months ended September 30, 2024, an increase of $1,644,540.

increase was primarily due to increases in professional fees, general and administrative costs and research and development efforts, partially

offset by a decrease in share-based compensation.

For the nine months ended September 30, 2025,

we incurred a net loss of $9,222,798 compared to a net loss of $4,083,109 for the nine-month period ended September 30, 2024.

in net loss was primarily due to increased interest expense, professional fees, general and administrative costs and research and development

efforts, partially offset by a decrease in share-based compensation.

March 31, 2026 were $9,512,000 compared to $1,587,000 for the three months ended March 31, 2025, an increase of $7,925,000.

was primarily due to increases in professional fees and general and administrative costs.

General and administrative expenses increased

significantly in the current period, primarily due to costs associated with operating as a public company following the merger, including

payroll and personnel-related expenses, insurance, investor relations, and other corporate infrastructure.

The increase also reflects

higher share-based compensation expense associated with equity awards granted to employees, officers, directors, and consultants, as well

as recurring administrative costs such as subscriptions, technology services, and office-related expenses.

Professional fees increased as a result of higher legal, accounting,

advisory, and consulting costs incurred to support the Company’s expanded operational and reporting requirements, capital markets

activities, and strategic initiatives following the merger.

In the prior-year period, professional fees reflected a lower level of activity

consistent with the Company’s pre-transaction operating structure.

In addition, the Company incurred research and development expenses

during the three months ended March 31, 2026 related to the initiation of scientific and clinical development activities, including engagements

with third-party research institutions and consultants.

No comparable research and development expenses were incurred in the prior-year

In connection with the completion of the merger, the Company recognized

transaction-related compensation expense for success-based payments to certain officers and consultants during the three months ended

March 31, 2026.

These costs were contingent upon the consummation of the merger and were expensed as incurred within general and administrative

expenses, as they did not qualify for capitalization under applicable acquisition accounting guidance.

For the three months ended March 31, 2026, we

incurred a net loss of $14,078,094 compared to a net loss of $2,116,726 for the three months ended March 31, 2025.

The decrease in net

loss was primarily due to decrease in professional fees, partially offset primarily by increases in interest expense, research and development

efforts and general and administrative costs.

Liquidity and Capital Resources

Nine Months Ended

September 30,

Three Months Ended

Net cash used in operating activities

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Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

Cash, beginning of period

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Net cash used in operating activities for the

nine months ended September 30, 2025 was $4,610,390, compared to $2,002,358, for the nine months ended September 30, 2024.

in cash used in operating activities is primarily attributable to increases in expenses related to continued operating costs.

net cash used in operating activities to increase in the coming periods, until our products are able to produce meaningful revenue.

three months ended March 31, 2026 was $4,971,143, compared to $1,553,747, for the three months ended March 31, 2025.

Net cash used in operating activities increased

in the three months ended March 31, 2026 compared to the prior-year period, primarily reflecting the higher level of operating expenditures,

including transaction-related payments, the initiation of research and development activities, and ongoing public company costs.

increase in cash outflows was partially offset by non-cash charges, including share-based compensation and debt-related expenses, as well

as changes in working capital, including decreases in accrued expenses and accounts payable.

Investing Activities

Net cash used in investing activities for the

nine months ended September 30, 2025 was $0, compared to $123,497 for the nine months ended September 30, 2024, a decrease of $123,497.

The decrease in cash used in investing activities is attributable to the Company not purchasing any new licenses eligible to be capitalized

Net cash used in investing activities for the three months ended March

31, 2026 was $365,324 compared to $0 for the three months ended March 31, 2025, an increase of $365,324.

The increase in cash used in

investing activities is attributable to the Company’s purchase of mineral rights and exploratory licenses eligible to be capitalized

during the period.

Financing Activities

Net cash provided by financing activities for

the nine months ended September 30, 2025 was $11,894,683, which consisted of investments, debt paydown, as well as proceeds from sales

of common and preferred shares and warrants.

Net cash provided by financing activities for

the nine months ended September 30, 2024 was $2,173,942, which consisted of proceeds from issuance of a convertible promissory note $1,000,000,

proceeds from the sale of stock and warrants, net of $175,000, proceeds from shareholders of $120,000, proceeds from related party loans

of $100,000 and merger proceeds net of transaction costs of $778,942.

Net cash provided by financing activities for the three months ended

March 31, 2026 was $8,162,329, which consisted of proceeds from private placement in the amount of $7.75 million and proceeds from FPA

terminated shares.

Liquidity, Capital Resources and Going Concern

As of September 30, 2025, the Company had cash and cash equivalents

of $7,348,034 and net working capital of $7,680,699.

As of March 31, 2026, the Company had cash and cash equivalents of

$10.0 million and net working capital of $10.4 million.

The Company has incurred and expects to continue

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

to the consummation of the Business Combination.

The accompanying condensed consolidated financial

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

The Company has incurred significant operating losses

and negative cash flows from operations since inception.

As of 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.

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.

to the consummation of the Asset Acquisition.

The accompanying condensed consolidated financial statements have been

prepared as if the Company will continue as a going concern.

The Company has incurred significant operating losses and negative cash flows

from operations since inception.

As of March 31, 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

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

twelve months from the date of these financial statements.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of September 30, 2025.

which would be considered off-balance sheet arrangements as of March 31, 2026.

We do not participate in transactions that create relationships

34 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis