What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-17 compared with 2026-05-20 · 380 added, 153 removed, 52 unchanged (91% of the section changed)

2 unchanged sentences

References in this report (this “Quarterly

Report”) to “we,” “us” or the “Company” refer to Klotho Neurosciences, Inc.

References to our

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

The following discussion and analysis

of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated

financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion

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

Report”) to “we,” “us” or the “Company” refer to Greenland Mines Ltd.

References to our “management”

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

The following discussion and analysis of the Company’s

financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements

and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set

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

Special Note Regarding Forward-Looking Statements

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

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

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

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

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

Such forward-looking

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

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

results discussed in the forward-looking statements.

For information identifying important factors that could cause actual results to

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

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

Discussion and Analysis of Financial Condition and Results of Operations”, the Company’s financial position, business strategy

and the plans and objectives of management for future operations, are forward-looking statements.

Words such as “expect,”

“believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and

similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future

events or future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors

could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking

For information identifying important factors that could cause actual events, performance or results to differ materially

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

Report on Form 10-K for the year ended December 31, 2025, as filed with the U.S.

Securities and Exchange Commission (the “SEC”),

The Company’s

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

Except as expressly required by applicable

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

of new information, future events or otherwise.

and the Company’s subsequent filings with the SEC.

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

SEC’s website at www.sec.gov.

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

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

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:

On March 4, 2026, we completed the acquisition

of Greenland Mines Corp., resulting in a significant strategic transformation.

Through the transaction, we acquired an indirect 80% interest

in the Skaergaard Project, a large-scale mineral exploration asset located in southeast Greenland, and expanded our business to include

mining operations.

In connection with the transaction, on March 11, 2026, we changed our legal name from Klotho Neurosciences, Inc.

Greenland Mines Ltd, and our common stock and warrants began trading under the symbols “GRML” and “GRMLW” on the

Nasdaq Capital Market effective March 12, 2026.

As a result of the acquisition, we operate through

two reportable 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

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., 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

See Item 1, Note 2 – “Summary of Significant

Accounting Policies.”

Our Biotech segment continues to focus on research and development activities,

and our Mining segment focuses on the exploration and development of mineral resources.

This expansion represents a significant change

in our business strategy and future capital allocation priorities.

Our Biotech segment is focused on the development

of therapies for chronic and neurodegenerative diseases.

Our biotechnology platform includes a gene therapy platform designed to deliver

the “Klotho” protein for the treatment of neurodegenerative diseases, with our lead program, KLTO-202, targeting amyotrophic

lateral sclerosis (ALS).

We have not generated revenue from these programs, and our biotech activities consist principally of research

and development and related licensing arrangements.

On May 20, 2026, we entered into an Agreement

and Plan of Merger to acquire Neo North Star Resources, Inc., the holder of the Sarfartoq Rare Earth Element Project in southwest Greenland,

from its stockholders, including Neo Performance Materials.

Total consideration is $35.0 million, consisting of $20.0 million in cash

and $15.0 million in newly issued shares of our common stock.

The closing is subject to customary closing conditions, including receipt

of required Greenland governmental approval.

As of June 30, 2026, the transaction had not closed.

See Note 11 to our condensed consolidated

financial statements.

On June 22, 2026, we completed a share exchange

with AnorTech Inc., issuing 12,400,000 shares of our common stock in exchange for common shares representing approximately 9.9% of AnorTech’s

outstanding common stock, together with an option to acquire additional AnorTech shares.

We recorded the investment at $3,682,800.

Note 6 to our condensed consolidated financial statements.

During the six months ended June 30, 2026, we

advanced exploration and evaluation activities at the Skaergaard Project, including technical work directed at converting the existing

mineral resource estimate to SEC Regulation S-K Subpart 1300 standards, 2026 drill planning, and preparation for summer field programs.

Our mineral properties are non-producing and have not been demonstrated to contain mineral reserves as defined under Regulation S-K Subpart

1300, and we expense exploration and evaluation costs as incurred.

Our common stock remains subject to a Nasdaq

minimum bid price deficiency, with a compliance period through September 14, 2026.

On June 18, 2026, our stockholders approved authority

for our Board of Directors to effect one or more reverse stock splits.

See “Liquidity and Capital Resources.”

On June 23, 2026, our Audit Committee

dismissed BCRG Group as our independent registered public accounting firm and approved the appointment of Simon & Edward LLP

(“Simon & Edward”), following Simon & Edward’s acquisition of BCRG’s attest business.

audit reports on our financial statements for the years ended December 31, 2025 and 2024 did not contain an adverse opinion or a

disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, other than the

going-concern explanatory paragraph previously disclosed.

During the years ended December 31, 2025 and 2024, and through June 23,

2026, there were no disagreements with BCRG on any matter of accounting principles or practices, financial statement disclosure, or

auditing scope or procedure, and no reportable events, other than the material weaknesses in internal control over financial

reporting previously disclosed in our Annual Report on Form 10-K.

We did not consult with Simon & Edward on any accounting or

auditing matters prior to its engagement.

Results of Operations

For accounting purposes, the transactions contemplated

by the Business Combination are treated as a reverse acquisition and, as such, the historical financial statements of the accounting acquirer

Klotho will become the historical financial statements of Public ANEW.

Under this method of accounting, Redwoods was treated

as the acquired company for financial reporting purposes.

Accordingly, for accounting purposes, the Merger was treated as the

equivalent of the Company issuing shares for the net assets of Redwoods, accompanied by a recapitalization.

assets of Redwoods were stated at historical cost with no goodwill or other intangible assets recorded.

We have not generated any operating revenues to

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

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

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

We have not generated any operating revenues

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

Business Combination.

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

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

Results of Operations for the Three Months

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

Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025

The Company had no revenue for the three months

ended March 31, 2026 and 2025.

ended June 30, 2026 and 2025.

Operating Expenses

Our operating expenses for the three months ended

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.

Our operating expenses for the three months ended June 30, 2026 were

approximately $5.5 million compared to approximately $1.9 million for the three months ended June 30, 2025, an increase of approximately

$3.6 million, or 189.0%.

The increase was primarily attributable to higher professional fees, continued research and development activities,

and exploration and evaluation costs incurred following the acquisition of Greenland Mines Corp.

Professional fees increased by approximately $3.0

million, or 327.0%, to approximately $3.9 million for the three months ended June 30, 2026 from approximately $0.9 million for the three

months ended June 30, 2025.

The increase was primarily attributable to:

● approximately $1.8 million of additional legal, accounting, consulting and advisory costs associated

with public company reporting requirements, regulatory compliance matters and strategic initiatives;

● approximately $0.8 million of professional services related to capital markets activities, financing

transactions and investor relations initiatives;

● approximately $0.4 million of transaction support, technical consulting and mining-related

professional services incurred following the acquisition of Greenland Mines Corp.

and in connection with evaluating and advancing

the Company’s mineral exploration activities.

General and administrative expenses decreased

by approximately $0.2 million, or 21.0%, to approximately $578,000 for the three months ended June 30, 2026 from approximately $730,000

for the three months ended June 30, 2025.

The decrease was primarily attributable to lower corporate overhead and administrative costs

compared to the prior-year period, partially offset by payroll, insurance, travel and infrastructure costs associated with supporting

the Company’s expanded operations following the Greenland Mines acquisition.

Research and development expenses increased by

approximately $162,000, or 68%, to approximately $401,000 for the three months ended June 30, 2026 from approximately $239,000 for the

three months ended June 30, 2025.

The increase was primarily attributable to continued spending on the Company’s biotechnology programs,

including scientific development efforts, third-party research activities and intellectual property development initiatives.

The research and development expenses by program

for the three months ended June 30, 2026 and 2025 are as follows:

Three Months Ended

KLTO-101 and KLTO-202

New Development

Exploration and evaluation expenses were approximately $561,000 for

the three months ended June 30, 2026 compared to $0 for the three months ended June 30, 2025.

The expenses were incurred following the

acquisition of Greenland Mines Corp.

and related primarily to exploration activities at the Skaergaard Project in Greenland.

These expenditures

consisted of drilling supplies, camp operations, logistics support, sample analysis, rentals and other field exploration activities.

The exploration and evaluation expenses by category were as follows:

Drilling Costs and Supplies

Camp and Logistics

Assay and Sample Analysis

Equipment Rental - Mining

Other Exploration and Evaluation Activities

Total Exploration and Evaluation Expense

The drilling costs and supplies category primarily consisted of drilling

consumables, sample handling materials, field equipment and related exploration support costs.

Camp and logistics costs consisted primarily

of transportation, camp operations, accommodations, communications, field support and related logistics required to conduct exploration

activities in Greenland.

Assay and sample analysis costs consisted of laboratory testing and sample processing activities.

Equipment rental

costs related to specialized equipment utilized in exploration programs.

For the three months ended June 30, 2026, we incurred a net loss of

$3,685,060 compared to a net loss of $4,093,231 for the three months ended June 30, 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.

Results of Operations for the Six Months Ended

June 30, 2026 Compared to the Six Months Ended June 30, 2025

The Company had no revenue for the six months

ended June 30, 2026 and 2025.

Operating Expenses

Our operating expenses for the six months ended

June 30, 2026 were approximately $15.0 million compared to approximately $3.5 million for the six months ended June 30, 2025, an increase

of approximately $11.5 million, or 331%.

The increase was primarily attributable to increases in professional fees, general and administrative

expenses, research and development expenses, and exploration and evaluation costs incurred following the acquisition of Greenland Mines

Professional fees increased by approximately $5.2

million, or 317%, to approximately $6.9 million for the six months ended June 30, 2026 from approximately $1.7 million for the six months

ended June 30, 2025.

The increase was primarily attributable to:

● approximately $2.7 million of additional legal, accounting, consulting and advisory costs associated

with public company reporting requirements, regulatory compliance matters and corporate governance activities;

● approximately $1.7 million related to capital raising initiatives, financing activities, investor

relations and strategic transactions;

● approximately $0.8 million related to technical, geological, engineering and other professional

services incurred following the acquisition of Greenland Mines Corp.

and in support of the Company’s mining operations and

exploration activities.

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.

by approximately $5.2 million, or 330%, to approximately $6.8 million for the six months ended June 30, 2026 from approximately $1.6 million

for the six months ended June 30, 2025.

The increase was primarily attributable to:

approximately $4.2 million of higher share-based compensation expense associated with equity awards granted to employees, directors, officers and consultants;

● approximately $0.6 million of additional payroll, insurance, investor relations and corporate

infrastructure costs incurred following the Greenland Mines acquisition;

● approximately $0.4 million of increased public company operating expenses, including compliance,

governance, administrative support, travel and other corporate expenses.

In addition, during the six months ended June 30, 2026, the Company

incurred transaction-related compensation and other expenses associated with the completion of the Greenland Mines merger and expansion

of its corporate infrastructure following the transaction.

Research and development expenses increased by

approximately $483,000, or 202%, to approximately $722,000 for the six months ended June 30, 2026 from approximately $239,000 for the

six months ended June 30, 2025.

The increase was primarily attributable to scientific and clinical development activities, including engagements

with third-party research institutions and consultants supporting the Company’s biotechnology programs.

The research and development expenses by program are as follows:

Six Months Ended

KLTO-101 and KLTO-202

New Development

The Company expects research and development expenses to continue to

represent a significant component of operating expenses as development of its biotechnology programs continues.

Exploration and evaluation expenses were approximately

$561,000 for the six months ended June 30, 2026 compared to $0 for the six months ended June 30, 2025.

These expenses were incurred following

the acquisition of Greenland Mines Corp.

and were associated with exploration activities at the Skaergaard Project in Greenland.

and evaluation costs primarily consisted of drilling supplies, camp operations, logistics support, sample analysis, equipment rentals

and other field exploration activities.

The exploration and evaluation expenses by category were as follows:

Six Months Ended

Drilling Costs and Supplies

Camp and Logistics

Assay and Sample Analysis

Equipment Rental - Mining

Other Exploration and Evaluation Activities

Total Exploration and Evaluation Expense

The drilling costs and supplies category primarily consisted of drilling

consumables, sample handling materials, field equipment and related exploration support costs.

Camp and logistics costs primarily consisted

of transportation, accommodations, communication services, field support and site logistics required to conduct exploration activities

in Greenland.

Assay and sample analysis costs represented laboratory testing and sample processing activities, while equipment rental

costs related to specialized equipment utilized during exploration programs.

Total other expense was approximately $2.6 million for the six months

ended June 30, 2026 compared to approximately $2.8 million for the six months ended June 30, 2025, a decrease in net expense of approximately

$0.3 million or 9%.

The decrease was primarily attributable to a reduction in interest expense of approximately $2.3 million, partially

offset by a $2.0 million impairment charge recognized during the six months ended June 30, 2026 related to certain generic drug licenses

and a change in the fair value of derivative liabilities.

For the six months ended June 30, 2026, we incurred a net loss of $17,542,263

compared to a net loss of $6,327,213 for the six months ended June 30, 2025.

The increase was primarily attributable to higher operating

expenses associated with professional fees, stock-based compensation, research and development activities and exploration and evaluation

activities following the Greenland Mines acquisition, partially offset by lower interest expense.

Liquidity and Capital Resources

Three Months Ended

For the Six Months Ended

Net cash used in operating activities

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Net increase in cash and cash equivalents

Cash, beginning of period

Cash, end of period

Cash, beginning of year

Cash, end of year

Operating Activities

Net cash used in operating activities for the

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.

Net cash used in operating activities for the six months ended June

30, 2026 was $11,825,021, compared to $3,491,178 for the six months ended June 30, 2025.

The increase primarily reflects a higher level

of operating expenditures, including transaction-related payments, marketing and investor-awareness expenses, exploration and evaluation

activities at the Skaergaard Project, and ongoing public company costs.

These outflows were partially offset by non-cash charges, including

share-based compensation, impairment of intangible assets, and the change in fair value of warrant liabilities.

Investing Activities

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.

Net cash used in investing activities for the six months ended June

30, 2026 was $794,004, compared to $0 for the six months ended June 30, 2025.

Cash used in investing activities during 2026 is attributable

to our acquisition of mineral exploration rights and exploratory licenses as well as capital expenditures for property and equipment regarding

the exploration activities in Greenland.

Our June 2026 share exchange with AnorTech Inc.

was a non-cash transaction, settled through the

issuance of our common stock, and accordingly is excluded from investing activities and presented as a supplemental non-cash disclosure.

Financing Activities

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.

Net cash provided by financing activities for the six months ended

June 30, 2026 was $14,786,767, consisting primarily of approximately $7.75 million of gross proceeds from our March 2026 private placement,

$3.75 million of gross proceeds from our June 2026 private placement, approximately $2.66 million of gross proceeds from sales under our

at-the-market sales agreement, $412,329 from the settlement of shares under the forward purchase agreement, note payable of approximately

$298,000 to related parties, and $1,745 proceeds from the exercise of warrants.

Net cash provided by financing activities for the six

months ended June 30, 2025 was $11,858,383, which consisted of $11,394,218 of net proceeds from sales of common stock and warrants, $2,150,000

of net proceeds from convertible promissory notes, $500,000 from stock subscriptions, $500,000 from the sale of Preferred B shares, and

$140,572 from the settlement of shares under the forward purchase agreement, partially offset by $2,730,182 of payments on notes payable,

$40,225 of payments on financed director and officer insurance, and $25,000 of deferred financing costs.

Liquidity, Capital Resources and Going Concern

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 Asset Acquisition.

As of June 30, 2026, we had cash and cash equivalents of $9.3 million

and net working capital of $11.0 million.

We have incurred, and expect to continue to incur,

significant professional costs to remain a publicly traded company, and we expect to incur significant costs in connection with our exploration

and evaluation activities at the Skaergaard Project.

Our pending acquisition of Neo North Star Resources,

requires $20.0 million of cash consideration payable at closing, together with $15.0 million payable in newly issued shares of our

common stock.

Our cash and cash equivalents on hand are not sufficient to fund the cash portion of that consideration, and completing

the acquisition will require us to obtain additional financing.

The merger agreement provides for a termination date of September 1,

2026, and if the agreement is terminated as a result of a failure to obtain the required Greenland governmental approval, we would be

obligated to pay a termination fee of $1.0 million.

There can be no assurance that we will obtain financing on acceptable terms, or at

Effective July 4, 2026, subsequent to the end

of the period, we terminated our At-the-Market Sales Agreement with A.G.P./Alliance Global Partners.

No termination penalties were incurred,

and no shares remain available for sale under the Sales Agreement.

As a result, the at-the-market program, under which we sold 9,890,100

shares for gross proceeds of approximately $2.66 million during the six months ended June 30, 2026, is no longer available to us as a

source of liquidity.

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

prepared as if we will continue as a going concern.

We have incurred significant operating losses and negative cash flows from operations

since inception.

As of June 30, 2026, we had cash and cash equivalents of approximately $9 million and an accumulated deficit of approximately

We have incurred recurring losses, have experienced recurring negative operating cash flows, and require significant cash

resources to execute our business plans.

We are dependent on obtaining additional working capital funding from the sale of equity and/or

debt securities in order to continue to execute our development plans and continue operations.

Without additional funding, there is substantial

doubt about our ability to continue as a going concern for twelve months from the date these financial statements are issued.

Nasdaq Continued Listing, Minimum Bid Price

Our common stock is listed on the Nasdaq Capital

Market under the symbol “GRML.” On September 19, 2025, we (then Klotho Neurosciences, Inc.) received a notification letter

from Nasdaq indicating that we were not in compliance with the $1.00 minimum closing bid price requirement under Nasdaq Listing Rule

5550(a)(2), because our common stock had closed below $1.00 per share for 30 consecutive business days.

In accordance with Nasdaq Listing

Rule 5810(c)(3)(A), we were initially provided 180 calendar days, or until March 18, 2026, to regain compliance.

On March 19, 2026, Nasdaq

granted us a second 180-calendar-day compliance period, through September 14, 2026.

To regain compliance, the closing bid price of our

common stock must be at least $1.00 per share for a minimum of ten consecutive business days during the compliance period.

As of June 30, 2026, the closing price of our

common stock was $0.26 per share, and we had not regained compliance.

At a special meeting held on June 18, 2026, our stockholders approved

a proposal authorizing our Board of Directors to effect one or more reverse stock splits of our outstanding common stock at a ratio of

between 1-for-2 and 1-for-50, at the Board’s discretion at any time on or before March 31, 2027, provided that the aggregate ratio of

all such reverse stock splits does not exceed 1-for-60.

We intend to effect a reverse stock split, if necessary, to increase the per-share

market price of our common stock in an effort to satisfy the minimum bid price requirement.

As of the date of this report, our Board

of Directors had not determined the ratio or effective date of any reverse stock split.

There can be no assurance that we will regain

compliance with the minimum bid price requirement by September 14, 2026, or that a reverse stock split, if effected, will result in a

per-share price increase sufficient to regain and maintain compliance.

If we do not regain compliance, our common stock will be subject

to delisting from Nasdaq, subject to our right to appeal to a Nasdaq Hearings Panel.

A delisting would likely reduce the liquidity and

market price of our common stock and could further impair our ability to raise capital, particularly following the termination of our

at-the-market sales agreement.

We have no obligations, assets, or liabilities

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

that would be considered off-balance sheet arrangements as of June 30, 2026.

We do not participate in transactions that create relationships

3 unchanged sentences

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

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements

are prepared in accordance with U.S.

Preparing these financial statements requires us to make estimates and assumptions that affect

the reported amounts of assets and liabilities and of expenses during the reporting period.

We base our estimates on historical experience

and on other assumptions we believe are reasonable under the circumstances, and actual results could differ materially from those estimates.

Our significant accounting policies are described

in Note 2 to our condensed consolidated financial statements and in our Annual Report on Form 10-K for the year ended December 31, 2025.

As a result of the transactions completed during the six months ended June 30, 2026, the following estimates involve a significant level

of estimation uncertainty and have had, or are reasonably likely to have, a material impact on our financial condition and results of

Fair value of acquired mineral exploration rights and Series C Preferred

In connection with our March 2026 acquisition of Greenland Mines Corp.,

which we accounted for as an asset acquisition under ASC 805-50, we measured the consideration transferred, principally 47,940 shares

of Series C Preferred Stock, at a fair value of $47.9 million, and allocated total acquisition costs of $48.4 million to the acquired

mineral exploration rights and exploration licenses.

Fair value was determined using a combination of discounted cash flow and market-based

methods, with significant unobservable inputs including projected future cash flows based on expected mineral production, commodity price

assumptions, and discount rates.

These inputs are classified within Level 3 of the fair value hierarchy, and different assumptions could

have produced a materially different carrying value.

Impairment of long-lived and intangible assets

We assess our long-lived and intangible assets for impairment whenever

events or changes in circumstances indicate that the carrying value may not be recoverable.

During the six months ended June 30, 2026,

we recognized impairment expense of $2,045,253 related to certain biotech licenses.

Our mineral exploration rights and exploration licenses

of $48.4 million are early-stage exploration assets that are not yet ready for their intended use and are not amortized.

Their recoverability

depends on future exploration success, the availability of financing, regulatory approvals, and the establishment of economically recoverable

reserves, none of which is assured, and a change in these judgments could result in a material impairment charge.

Fair value of warrant liabilities

We measure our warrant liabilities at fair value

on a recurring basis using a Black-Scholes option pricing model with significant unobservable (Level 3) inputs, including expected volatility

and expected life.

Changes in these inputs and in our share price can produce material changes in fair value that are recognized in earnings.

Investment in equity securities

Our investment in AnorTech Inc.

does not have

a readily determinable fair value, and we have elected the measurement alternative under ASC 321, carrying the investment at cost less

impairment, adjusted for observable price changes.

Determining whether an observable price change has occurred in an orderly transaction,

and whether the investment is impaired, requires significant judgment, particularly given the contractual lock-up on the shares and the

limited trading in AnorTech’s securities.

Going concern

Our assessment of our ability to continue as

a going concern requires significant judgment regarding forecasted cash flows and the availability of future financing.

See “Liquidity,

Capital Resources and Going Concern.”

Emerging Growth Company Status

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from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited

to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under

Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy

statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval

of any golden parachute payments not previously approved.

As an emerging growth company, we can also delay adopting new or revised accounting

standards until such time as those standards apply to private companies.

to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting

under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports

and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder

approval of any golden parachute payments not previously approved.

As an emerging growth company, we can also delay adopting new or revised

accounting standards until such time as those standards apply to private companies.

We intend to avail ourselves of these options.

Once adopted,

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

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

We will cease to be an emerging growth company

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(ii) the first fiscal

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

year after our annual gross revenues are $1.235 billion or more;

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

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

We cannot predict if

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

If, as a result of our decision to reduce

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

the price of our common stock may be more volatile.

We cannot predict

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

If, as a result of our decision to

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

and the price of our common stock may be more volatile.

Quantitative and Qualitative Disclosures About Market Risk

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis