Greenland Mines Ltd 10-Q

Item 1. Financial Statements GREENLAND MINES LTD (formerly known as KLOTHO NEUROSCIENCES, INC.) CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2026 December 31, 2025 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 9,344,357 $ 7,176,615 Prepaid expenses 2,800,793 117,071 Other current assets 62,120 - Total current assets 12,207,270 7,293,686 Other assets: Intangibles, net 48,670,775 2,299,554 Investment in equity securities 3,682,800 - Deposits for property and equipment 317,530 Other non-current assets 134,677 - Total other assets 52,805,782 2,299,554 Total assets $ 65,013,052 $ 9,593,240 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 698,215 $ 44,607 Accrued expenses 213,456 32,157 Notes payable to related parties 297,968 - Total current liabilities 1,209,639 76,764 Derivative liability 5,899,561 53,000 Total liabilities 7,109,200 129,764 Commitments and contingencies (Note 11) STOCKHOLDERS’ EQUITY Preferred stock, par value $ 0.0001 , 100,000,000 shares authorized; 47,940 and 0 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively 5 - Common stock, par value $ 0.0001 , 1,000,000,000 shares authorized; 158,850,637 and 72,536,722 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively 15,885 7,254 Common stock to be issued - 516,000 Additional paid-in capital 96,544,698 30,054,695 Accumulated deficit ( 38,656,736 ) ( 21,114,473 ) Total stockholders’ equity 57,903,852 9,463,476 Total liabilities and stockholders’ equity $ 65,013,052 $ 9,593,240 See accompanying notes to the unaudited condensed consolidated financial statements. 1 GREENLAND MINES LTD (formerly known as KLOTHO NEUROSCIENCES, INC.) UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended For the Three Months Ended For the Six Months Ended For the Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Operating expenses: Professional fees $ 3,952,434 $ 924,580 $ 6,931,123 $ 1,661,266 General and administrative 577,942 729,572 6,790,271 1,579,854 Research and development 400,536 238,700 721,807 238,700 Exploration and evaluation 561,030 - 561,030 - Total operating expenses 5,491,942 1,892,852 15,004,231 3,479,820 Net operating loss ( 5,491,942 ) ( 1,892,852 ) ( 15,004,231 ) ( 3,479,820 ) Other income (expense): Interest expense ( 4,888 ) ( 1,760,025 ) ( 6,503 ) ( 2,313,962 ) Change in fair value of derivative liability 1,815,233 ( 121,476 ) ( 499,120 ) ( 107,961 ) Impairment expense - - ( 2,045,253 ) - Other income (expense) ( 3,463 ) ( 318,878 ) 12,844 ( 425,470 ) Total other income (expense) 1,806,882 ( 2,200,379 ) ( 2,538,032 ) ( 2,847,393 ) Net loss before income taxes ( 3,685,060 ) ( 4,093,231 ) ( 17,542,263 ) ( 6,327,213 ) Income taxes - - - - Net loss $ ( 3,685,060 ) $ ( 4,093,231 ) $ ( 17,542,263 ) $ ( 6,327,213 ) Net loss per share: Basic and Diluted $ ( 0.03 ) $ ( 0.12 ) $ ( 0.16 ) $ ( 0.21 ) Weighted average common shares outstanding 126,521,134 33,952,418 109,946,717 30,755,807 See accompanying notes to the unaudited condensed consolidated financial statements. 2 GREENLAND MINES LTD (formerly known as KLOTHO NEUROSCIENCES, INC.) UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock Preferred Stock (Series B, C and D) Additional Paid-in Common Stock to be Accumulated Total Stockholder’s Shares Amount Shares Amount Capital Issued Deficit Equity Balance, January 1, 2025 27,080,915 $ 2,708 - $ - $ 11,745,436 $ - $ ( 10,562,799 ) $ 1,185,345 Share-based compensation - - - - 495,500 - - 495,500 Issuance of shares for note payable conversions 1,429,717 143 - - 466,026 - - 466,169 Issuance of equity warrants in connection with convertible debt - - - - 679,577 - - 679,577 Termination of shares issued during merger under FPA agreement - - - - 46,100 - - 46,100 Net loss - - - - - - ( 2,233,982 ) ( 2,233,982 ) Balance, March 31, 2025 28,510,632 $ 2,851 - $ - $ 13,432,639 $ - $ ( 12,796,781 ) $ 638,709 Share-based compensation 400,000 40 - - 390,155 - - 390,195 Issuance of common shares in connection with note conversions 6,583,757 658 - - 1,225,455 - - 1,226,113 Issuance of common shares in connection with warrant exercises 10,958,681 1,096 - - 9,862,213 - - 9,863,309 Issuance of common shares in connection with stock subscriptions 6,250,000 625 - - 499,375 - - 500,000 Termination of shares issued during merger under FPA agreement - - - - 94,472 - - 94,472 Issuance of Preferred B stock for cash - - 500 - 500,000 - - 500,000 Deemed dividend - warrant modification - - - - 1,530,910 - - 1,530,910 Net loss - - - - - - ( 4,093,231 ) ( 4,093,231 ) Balance at June 30, 2025 52,703,070 $ 5,270 500 $ - $ 27,535,219 $ - $ ( 16,890,012 ) $ 10,650,477 Balance, January 1, 2026 72,536,722 $ 7,254 - $ - $ 30,054,695 $ 516,000 $ ( 21,114,473 ) $ 9,463,476 Share-based compensation - employees 5,000,000 500 - - 2,085,430 - - 2,085,930 - non-employees 9,150,000 915 - - 3,536,554 ( 516,000 ) - 3,021,469 Termination of shares issued during merger under FPA agreement - - - - 412,329 - 412,329 Issuance of preferred shares in connection with asset acquisition - - 47,940 5 47,939,995 - - 47,940,000 Issuance of common shares for cash 34,551,938 3,455 - - 2,399,104 - - 2,402,559 Net loss - - - - - - ( 13,857,203 ) ( 13,857,203 ) Balance at March 31, 2026 121,238,660 $ 12,124 47,940 $ 5 $ 86,428,107 $ - $ ( 34,971,676 ) $ 51,468,560 Share-based compensation - employees 321,377 32 - - 111,050 - - 111,082 Issuance of common shares in connection with warrant exercises 500 - - - 1,745 - - 1,745 Issuance of common shares in connection with June 2026 SPA, net of issuance cost 15,000,000 1,500 - - 3,748,500 - - 3,750,000 Issuance of common shares in connection with Anortech share exchange 12,400,000 1,240 - - 3,681,560 - - 3,682,800 Issuance of common stock under the At-the-Market facility 9,890,100 989 - - 2,573,736 - - 2,574,725 Net loss - - - - - - $ ( 3,685,060 ) ( 3,685,060 ) Balance at June 30, 2026 158,850,637 $ 15,885 47,940 $ 5 $ 96,544,698 $ - $ ( 38,656,736 ) $ 57,903,852 See accompanying notes to the unaudited condensed consolidated financial statements. 3 GREENLAND MINES LTD (formerly known as KLOTHO NEUROSCIENCES, INC.) UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2026 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 17,542,263 ) $ ( 6,327,213 ) Adjustments to reconcile net loss to net cash used in operating activities: Changes in fair value of derivative liability 499,120 107,961 Impairment on intangible assets 2,045,253 - Interest expense - 2,285,080 Conversion of debt to equity - 448,802 Stock-based compensation 5,218,481 885,695 Changes in operating assets and liabilities: Prepaid expenses ( 2,683,722 ) 21,316 Accounts payable 653,608 ( 51,055 ) Accrued expenses 181,299 ( 861,764 ) Other current assets ( 62,120 ) - Other non-current assets ( 134,677 ) Net cash used in operating activities $ ( 11,825,021 ) $ ( 3,491,178 ) CASH FLOWS FROM INVESTING ACTIVITIES: Deposits for property and equipment ( 317,530 ) - Acquisition of mineral exploration rights and exploratory licenses ( 476,474 ) - Net cash used in investing activities $ ( 794,004 ) $ - CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sale of securities and warrants in February 2026 private placement, net of offering costs 7,750,000 - Proceeds from June 2026 SPA, net of issuance costs 3,750,000 - Proceeds from sale of securities under the At-the-Market facility 2,574,725 - Proceeds from warrants exercises 1,745 - Proceeds from convertible promissory note, net of issuance cost - 2,150,000 Proceeds from sales of stocks and warrants, net - 11,394,218 Proceeds from stock subscriptions - 500,000 Proceeds from sale of preferred B shares - 500,000 Payments on notes payable - ( 2,730,182 ) Payments for deferred financing costs - ( 25,000 ) Proceeds from FPA settlement 412,329 140,572 Notes payable - related party 297,968 ( 31,000 ) Payments on financed director and officer insurance - ( 40,225 ) Net cash provided by financing activities $ 14,786,767 $ 11,858,383 NET CHANGE IN CASH 2,167,742 8,367,205 Cash - Beginning of period 7,176,615 63,741 Cash - End of period $ 9,344,357 $ 8,430,946 SUPPLEMENTAL NON-CASH FINANCING AND INVESTING ACTIVITIES: Note payable settled with issuance of common stock $ - $ 1,473,441 Reversal of OID $ - $ 157,481 Interest payable settled with issuance of common stock $ - $ 22,826 Issuance of warrants $ - $ 679,577 Non-cash acquisition of mineral licenses with preferred shares $ 47,940,000 $ - Investment in equity securities $ 3,682,800 $ - SUPPLEMENTAL CASH FLOW INFORMATION: Interest Paid $ - $ - Taxes Paid $ - $ - See accompanying notes to the unaudited condensed consolidated financial statements. 4 GREENLAND MINES LTD (formerly known as KLOTHO NEUROSCIENCES, INC.) NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION Greenland Mines Ltd (the “Company” or “Greenland Mines”), formerly known as Klotho Neurosciences, Inc., operates through two reportable segments: (1) Mining, focused on the exploration and development of the Skaergaard Project, an undeveloped palladium, gold, and platinum deposit in Southeast Greenland; and (2) Biotech, including the Company’s KLTO-202 primary indication for amyotrophic lateral sclerosis (ALS). Through its March 2026 acquisition of Greenland Mines Corp., the Company holds an 80 % indirect interest in the Skaergaard Project. Pursuant to the Company’s initial S-K 1300 Technical Report Summary with an effective date of July 3, 2026, the Skaergaard Project contains estimated Indicated Mineral Resources of 153.6 million tons at 3.04 g/t palladium equivalent and Inferred Mineral Resources of 177.5 million tons at 3.07 g/t palladium equivalent. The Skaergaard Project is one of the largest undeveloped palladium, gold, and platinum deposits in the world. The Company has not established any Mineral Reserves, as defined under Regulation S-K Subpart 1300. On May 30, 2023, Redwoods Acquisition Corp. (“Redwoods”), a Delaware special purpose acquisition company, entered into a Business Combination Agreement with ANEW Medical, Inc. (“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 September 17, 2024, the Company changed its legal name from ANEW Medical, Inc. to Klotho 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 exploration 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 symbols “GRML” and “GRMLW” on the Nasdaq Capital Market at the start of trading on March 12, 2026. The CUSIP number for the Company’s common stock remains unchanged. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The Company prepared the Financial Statements, without audit, pursuant to the rules and regulations of the SEC applicable to quarterly reporting on Form 10-Q and reflect, in management’s opinion, all adjustments necessary to present fairly the financial information. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements, prepared in accordance with generally accepted accounting principles, have been condensed or omitted as permitted by such rules and regulations. These Financial Statements should be read in conjunction with the consolidated financial statements and related notes included in the 2025 Annual Report. Results of operations for interim periods are not necessarily indicative of annual results. 5 Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared as if the Company will continue as a going concern. The Company has incurred significant operating losses and negative cash flows from operations since inception. As of June 30, 2026, the Company had cash and cash equivalents of approximately $ 9.3 million and an accumulated deficit of approximately $ 38.7 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 these financial statements are issued. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Reclassification Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations and were not material. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its 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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. 6 Cash and Cash Equivalents Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Coverage of $ 250,000 . As of June 30, 2026, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Foreign Currency The Company’s reporting currency is the U.S. dollar, and the functional currency of the Company and its subsidiaries is the U.S. dollar. Transactions denominated in currencies other than the functional currency, including Canadian dollars, Danish kroner, and Euros, are remeasured into U.S. dollars at the exchange rates in effect on the transaction date. Monetary assets and liabilities denominated in foreign currencies are remeasured at the exchange rates in effect at the balance sheet date. Gains and losses arising from foreign currency transactions and remeasurement are recognized in other income (expense) in the condensed consolidated statements of operations. Fair Value of Financial Instruments The assets and liabilities are valued using a fair market basis as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Concept (“ASC”) 820, Fair Value Measurement. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the FASB that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of the fair value hierarchy are described below: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Fair value measurements at reporting date using: Fair value Quoted prices in active markets for identical liabilities (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Cash equivalents, June 30, 2026 $ 8,882,106 $ 8,882,106 $ - $ - Cash equivalents, December 31, 2025 $ 7,031,708 $ 7,031,708 $ - $ - Liabilities: Representative warrant liabilities, June 30, 2026 $ 5,899,561 $ - $ - $ 5,899,561 Representative warrant liabilities, December 31, 2025 $ 53,000 $ - $ - $ 53,000 7 The following tables present a reconciliation of the Level 3 Warrants liabilities: For the Three Months Ended June 30, 2026 2025 Representative warrant liabilities, April 1 $ 7,714,794 $ 10,971 Additions - - Change in fair value ( 1,815,233 ) 121,476 Representative warrant liabilities, June 30 $ 5,899,561 $ 132,447 For the Six Months Ended June 30, 2026 2025 Representative warrant liabilities, January 1 $ 53,000 $ 24,486 Additions 5,347,441 - Change in fair value 499,120 107,961 Representative warrant liabilities, June 30 $ 5,899,561 $ 132,447 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, the Company used the following inputs as of June 30, 2026: June 30, 2026 Risk-free interest rate 4.19 % Expected dividend yield 0 % Expected volatility 129.18 % Expected life 4.6 years The fair value of the Series C Preferred Stock and acquired mineral exploration rights were determined using a combination of valuation approaches, including a discounted cash flow analysis and market-based methods. 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. 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. Warrants 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. 8 As of June 30, 2026, the fair value of the Private Warrant liabilities was $ 5,899,561 which was based on a Black-Scholes option pricing model used to determine the fair value of the warrants. During the three months ended June 30, 2026, the fair value of the warrants liability decreased by $ 1,815,233 . During the six months ended June 30, 2026, the fair value of the warrants liability increased by $ 499,120 . Investments in Equity Securities The Company accounts for investments in equity securities in accordance with ASC 321, Investments - Equity Securities. Equity securities with a readily determinable fair value are measured at fair value, with changes in fair value recognized in net loss. For equity securities that do not have a readily determinable fair value and over which the Company does not have significant influence, the Company has elected the measurement alternative under ASC 321-10-35-2, under which the investment is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Each reporting period, the Company performs a qualitative assessment to determine whether an investment measured under the measurement alternative is impaired. If the qualitative assessment indicates impairment, the Company estimates the fair value of the investment and, if fair value is less than the carrying amount, recognizes an impairment charge in net loss equal to the difference. See Note 6. Intangible Assets The Company’s intangible assets consist of acquired medical licenses and patents and acquired mineral exploration rights and exploration licenses. The Company acquires medical licenses for the treatment of medical conditions to market and sell in the future. The initial asset cost is the cost to acquire the license. Once in use, the Company amortizes the license cost over its 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 its 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 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. Acquired mineral exploration rights and exploration licenses are capitalized at cost and relate to exploration-stage properties that are not yet ready for their intended use. Accordingly, such assets are not amortized. See “Mineral Exploration Rights and Exploration Costs” below. Mineral Exploration Rights and Exploration Costs Costs to acquire mineral exploration rights and exploration licenses are capitalized when incurred. Capitalized mineral property acquisition costs relate to exploration-stage properties that are not yet ready for their intended use and, accordingly, are not amortized. Such assets will be amortized on a units-of-production basis if and when the related properties enter production. Exploration and evaluation costs, including geological and geophysical studies, sampling, drilling, technical studies, and related support costs, are expensed as incurred. Such costs are expensed until technical feasibility and commercial viability of the mineral property have been demonstrated and the property is determined to be economically recoverable. As of June 30, 2026, the Skaergaard Project contained Mineral Resources, as disclosed in the Company’s S-K 1300 Technical Report Summary effective July 3, 2026; however, the Company had not established any Mineral Reserves and had not completed the technical and economic studies necessary to demonstrate the project’s economic recoverability. Accordingly, all exploration and evaluation costs incurred during the three and six months ended June 30, 2026 were expensed as incurred. Capitalized mineral exploration rights and exploration licenses are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 9 Impairment of Long-Lived and Intangible Assets The Company assesses its long-lived and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable, and at least annually. Factors considered important, which could trigger an impairment review, include significant underperformance relative to historical or projected future cash flows, significant changes in the manner of use of the assets or in the overall business strategy, and significant negative industry trends. When management determines that the carrying value of a long-lived or intangible asset may not be recoverable, impairment is measured as the excess of the asset’s carrying value over its estimated fair value, and an impairment loss is recognized in the condensed consolidated statements of operations in the period identified. During the six months ended June 30, 2026, the Company determined that the licenses related to various generic drugs and to four generic drugs (Encore) were fully impaired and recognized impairment expense of $ 2,045,253 . The impairment was recognized during the three months ended March 31, 2026, and no additional impairment was recognized during the three months ended June 30, 2026. The impaired intangible assets were reported within the Biotech segment. The Company evaluated its mineral exploration rights and exploration licenses for impairment as of June 30, 2026. Recoverability of these assets is dependent upon future exploration success, the availability of financing, the receipt of regulatory approvals, and the establishment of economically recoverable reserves. As of June 30, 2026, management did not identify any indicators of impairment with respect to the mineral exploration rights and exploration licenses, and no impairment was recognized. The Company determined that the estimated fair value of all other intangible assets exceeded their carrying value, indicating no impairment. Revenue Recognition The Company is in a pre-revenue state and does not generate revenue. When the Company commences to derive revenue, those contracts will be accounted for in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Research and Development Cost Research and development (R&D) costs are expensed as incurred. R&D costs are related to the Company’s internally funded development of the Company’s medical licenses and patents. The Company’s R&D costs were $ 400,536 and $ 238,700 for the three months ended June 30, 2026 and 2025, respectively. The Company’s R&D costs were $ 721,807 and $ 238,700 for the six months ended June 30, 2026 and 2025, respectively. Share-based Compensation The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718 and No. 505. The Company issues restricted stock and stock options to employees and consultants for their services. Costs for these transactions are measured at the fair value of the equity instruments issued at the date of grant. These shares are considered fully vested and the fair market value is recognized as an expense in the period granted. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period. The Company recorded share-based compensation of $ 111,083 and $ 390,195 for the three months ended June 30, 2026 and 2025, respectively. The Company recorded share-based compensation of $ 5,218,482 and $ 885,695 for the six months ended June 30, 2026 and 2025, respectively. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740, “Income Taxes”. Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. 10 Following the March 2026 acquisition of Greenland Mines Corp., the Company is subject to income tax filing requirements in U.S. federal, various state, and foreign jurisdictions. The Company’s tax returns for 2023 and 2024 are subject to examination by U.S. federal, state, and local tax authorities. Foreign tax returns are subject to examination in accordance with the statutes of the applicable jurisdictions. The Company reports income tax related interest and penalties within the income tax line item on the consolidated statements of operations. The Company likewise reports the reversal of income tax-related interest and penalties within such line item to the extent the Company resolves the liabilities for uncertain tax positions in a manner favorable to the accruals. Net Loss Per Share (Basic and Diluted) Basic net loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares outstanding, plus the number of additional shares that would have been outstanding if the common share equivalents had been issued, if dilutive. The following table details the net loss per share calculation, reconciles between basic and diluted weighted average shares outstanding, and presents the potentially dilutive shares that are excluded from the calculation of the weighted average diluted common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended For the Six Months Ended June 30, June 30, 2026 2025 2026 2025 Numerator: Net loss $ ( 3,685,060 ) $ ( 4,093,231 ) $ ( 17,542,263 ) $ ( 6, 327,213 ) Weighted-average common shares outstanding, basic and diluted 126,521,134 33,952,418 109,946,717 30,755,807 Basic and diluted loss per share $ ( 0.03 ) $ ( 0.12 ) $ ( 0.16 ) $ ( 0.21 ) The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive: As of June 30, 2026 2025 Warrants 44,622,757 12,030,000 Preferred Shares C (1) 47,940 - Total potentially dilutive shares 44,670,697 12,030,000 (1) The 47,940 shares of Series C Preferred Stock outstanding at June 30, 2026 are each convertible into 42,554 shares of common stock, or 2,040,038,760 shares of common stock in the aggregate, only upon approval by the Company’s stockholders. Such approval had not been obtained as of June 30, 2026, and accordingly the Series C Preferred Stock was not convertible and is excluded from the computation of diluted net loss per share. See Note 10. Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. 11 Pursuant to Section 850-10-20 the related parties include (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. 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 two reportable segments: (i) biotechnology operations focused on research and development activities, and (ii) mineral resource development and exploration. See Note 12 - Segment Information for additional information. Recent Accounting Pronouncements Issued but Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregated disclosure of certain expense categories within relevant income statement captions. As an emerging growth company that has elected to use the extended transition period for complying with new or revised accounting standards, the Company expects to adopt this standard in accordance with the effective dates applicable to private companies. The Company is evaluating the effect of adoption on its disclosures. The Company does not expect that any other recently issued accounting pronouncements will have a material effect on its condensed consolidated financial statements. 12 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 exploration 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 exploration rights, totaled approximately $ 48.4 million and was determined as summarized in the table below: Fair value of consideration transferred Cash (CAD$ 500,000 converted in USD) $ 365,324 Fair value of preferred stock C ( 47,940 shares) 47,940,000 Total consideration transferred 48,305,324 Transaction costs of the asset acquisition (a) 111,150 Total acquisition costs $ 48,416,474 Greenland’s identifiable assets acquired and liabilities assumed Mineral exploration rights and exploration licenses $ 48,416,474 (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 assets acquired in connection with the Acquisition and their carrying value as of June 30, 2026: Acquisition Date Carrying Value as of Level 3 June 30, Fair Value Impairment 2026 Mineral exploration rights and exploration licenses $ 48,416,474 $ - $ 48,416,474 Total long-lived assets $ 48,416,474 $ - $ 48,416,474 13 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. GAAP. Business Plan The Company’s principal assets consist of mineral exploration 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. There 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 June 30, 2026, management has not identified any indicators of impairment related to the Company’s mineral exploration 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, fees related to chartered vessels and equipment for summer fieldwork at the Skaergaard Project, consulting, and Delaware franchise taxes. As of June 30, 2026 and December 31, 2025, prepaid expenses totaled $ 2,800,793 and $ 117,071 , respectively, in the accompanying condensed consolidated balance sheets. NOTE 5 — INTANGIBLE ASSETS Intangible assets consisted of the following: Intangible Assets June 30, 2026 December 31, 2025 Licenses Non-Exclusive License Agreement $ 179,821 $ 179,821 Various generic drugs - 736,983 Four generic drugs (Encore) - 1,308,270 Needleless Syringe License 26,060 26,060 Patents 48,420 48,420 Mineral exploration rights and exploration licenses 48,416,474 - Total intangible assets, net $ 48,670,775 $ 2,299,554 14 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 preceding calendar year. The University of Heidelberg license is in good standing. The Company plans 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 both June 30, 2026 and December 31, 2025. ● 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 December 31, 2025. During the three months ended March 31, 2026, the Company performed an analysis and determined that the various generic drug licenses were fully impaired, reducing their carrying value to zero . No additional impairment was recognized during the three months ended June 30, 2026, and the carrying value of these licenses was $ 0 at June 30, 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 December 31, 2025. During the three months ended March 31, 2026, the Company performed an analysis and determined that the four generic drugs (Encore) licenses were fully impaired, reducing their carrying value to zero. No additional impairment was recognized during the three months ended June 30, 2026, and the carrying value of these licenses was $ 0 at June 30, 2026 ● Needleless Syringe License ($ 26,060 ) – On December 1, 2023, the Company signed a license agreement with TransferTech Sherbrooke 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 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 was $ 26,060 at both June 30, 2026 and December 31, 2025. ● Patents ($ 48,420 ) – Through its licensing arrangements, the Company acquires the right to patents for Alzheimer, ALS, and other items. Once the patents are declared effective, patents are amortized using the straight-line method over their estimated useful lives or statutory lives, whichever is shorter, and will be reviewed for impairment upon any triggering event that may impact the assets’ ultimate recoverability as prescribed under the guidance related to impairment of long-lived assets. 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 included in licenses in the accompanying condensed consolidated balance sheet, was $ 48,420 at both June 30, 2026 and December 31, 2025. ● 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”). The gene therapy will also be applied to age-related diseases and rare (“Orphan”) diseases. Beginning on December 15, 2022, the annual license fee is 10,000 Euros. In addition, the Company will pay a Royalty equal to 3 % of net sales of finished products once the license is in use. 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 June 30, 2026 and December 31, 2025, the Company owed $ 0 under the agreement. No amount has been capitalized with respect to this agreement, and accordingly it is not included in the table above. 15 ● Mineral exploration rights and early-stage exploration licenses ($ 48,416,474 ) – The Company holds mineral exploration rights and early-stage exploration licenses related to the Skaergaard Project in Greenland. The mineral exploration rights and exploration licenses represent the Company’s rights to explore, develop, and drill and sample mineral resources within the licensed area. As of June 30, 2026, the Company’s intangible assets primarily comprise early-stage exploration assets that are not yet ready for their intended use. The Company’s medical licenses and patents are not currently in use, as the Company is in the pre-revenue stage, and accordingly are not being amortized. Once these licenses and patents are placed in service, they will be amortized on a straight-line basis over their estimated useful lives. The Company’s mineral exploration rights and exploration licenses relate to exploration-stage properties that are not yet ready for their intended use and are not amortized. Such assets will be amortized on a units-of-production basis if and when the related properties enter production. No amortization expense was recognized for the three and six months ended June 30, 2026 or 2025. NOTE 6 — INVESTMENT IN EQUITY SECURITIES On June 22, 2026, the Company completed a share exchange with AnorTech Inc. (“AnorTech”), a company listed on the TSX Venture Exchange and quoted on the OTCQB that is engaged in the development of processing technologies for alumina and related industrial materials derived from its anorthosite project in Greenland. Pursuant to the exchange, the Company issued 12,400,000 shares of its common stock in exchange for 19,958,503 common shares of AnorTech, representing approximately 9.9 % of AnorTech’s outstanding common stock following the issuance. The Company made the investment to obtain exposure to downstream processing activities complementary to its mineral exploration operations in Greenland. In connection with the exchange, the Company also received an option to acquire up to an additional 25,168,669 common shares of AnorTech, which, if exercised in full, would increase the Company’s ownership interest to approximately 19.9 %. The option is exercisable in full only, for a period of six months from June 22, 2026, at an exercise price equal to the greater of CAD$ 0.30 per share or the last closing price of AnorTech’s shares on the TSX Venture Exchange, payable in shares of the Company’s common stock valued at a volume-weighted average price. AnorTech is not a related party, and the Company does not have significant influence over AnorTech. Accordingly, the investment is accounted for as an equity security under ASC 321, Investments in Equity Securities, and not under the equity method. The Company’s investment in AnorTech common stock does not have a readily determinable fair value. The shares are subject to a 60 -month contractual lock-up, in addition to a four-month Canadian statutory hold period, and under ASC 321-10-20 a restricted security has a readily determinable fair value only if the restriction terminates within one year. Accordingly, the Company elected to measure the investment using the measurement alternative in ASC 321-10-35-2, at cost less any impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. Although AnorTech’s common shares are quoted on the TSX Venture Exchange and the OTCQB, trading in those markets is limited and sporadic and does not constitute an active market. Accordingly, the Company does not remeasure the investment to such quoted prices and does not consider those quotations, on their own, to represent observable price changes in orderly transactions for an identical or similar investment. The exchange was a nonmonetary transaction. Because the AnorTech shares received do not have a reliably determinable fair value, the Company measured the investment based on the fair value of the consideration given, which was more reliably measurable. The 12,400,000 shares of the Company’s common stock issued were valued at the closing price of the Company’s common stock on June 22, 2026 of $ 0.2970 per share, resulting in an initial carrying value of $ 3,682,800 . No gain or loss was recognized on the issuance of the Company’s own common stock. The Company evaluated the option to acquire additional AnorTech shares under ASC 815 and concluded that it is not a derivative because it does not meet the net settlement criterion. The option provides for gross physical settlement, is a privately negotiated and non-transferable bilateral instrument, and the underlying AnorTech shares are restricted and not readily convertible to cash. The option was determined to have a de minimis fair value at inception, and no amount was allocated to it. 16 The investment is classified as a non-current asset, as the 60 -month lock-up legally prevents a sale within twelve months and the Company holds the interest for strategic purposes. As of June 30, 2026, the carrying value of the investment was $ 3,682,800 . Cumulative upward adjustments, downward adjustments, and impairment recognized with respect to the investment since acquisition were $ 0 . During the three and six months ended June 30, 2026, the Company recognized no impairment and no adjustments resulting from observable price changes. In performing its qualitative impairment assessment as of June 30, 2026, the Company considered the limited and sporadic trading in AnorTech’s shares and concluded that quoted prices in those inactive markets do not, on their own, constitute an indicator of impairment. See Note 10 - Stockholders’ Equity for the common shares issued as consideration. NOTE 7 — ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of professional fees. The accounts payable and accrued expenses as of June 30, 2026 and December 31, 2025 were $ 911,671 and $ 76,764 , respectively, in the accompanying condensed consolidated balance sheet. NOTE 8 — NOTES PAYABLE As of June 30, 2026 and December 31, 2025, the Company had no third-party notes payable outstanding. During 2025 and 2024, the Company issued a series of convertible and non-convertible promissory notes, all of which were repaid, converted, or settled during the year ended December 31, 2025. Austria Capital LLC Convertible Promissory Note On December 4, 2024, the Company issued a convertible promissory note with a principal amount of $ 1,200,000 . The note bore no interest and had an original issue discount of $ 200,000 and deferred financing costs of $ 73,000 . The Company also issued 2,000,000 shares of common stock to the investor as an equity inducement, valued at $ 978,000 . The note was convertible into common stock at $ 0.25 per share following stockholder approval. The note was fully settled during the year ended December 31, 2025 through a combination of conversion into common stock and cash payment. See Note 10. Red Road Holdings Promissory Note Between December 2024 and April 2025, the Company entered into three loan agreements with Red Road Holdings with aggregate principal of $ 447,573 , including guaranteed interest of $ 47,953 , together with original issue discounts of $ 55,120 and deferred financing costs of $ 19,500 . All three loans were repaid in full during the year ended December 31, 2025. 3i LP Institutional Investor Securities Purchase Agreement On January 23, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor providing for two senior convertible promissory notes with aggregate principal of $ 2,173,914 , bearing interest at 7 % per annum with an 8 % original issue discount, together with two warrants to purchase up to an aggregate of 4,000,000 shares of common stock at an exercise price of $ 0.50 per share. The notes were convertible into common stock at $ 0.25 per share, subject to ownership limitations, and were fully converted or repaid during the year ended December 31, 2025. The warrants expire five years from their respective dates of issuance and remain outstanding as of June 30, 2026. See Note 10. For the six months ended June 30, 2025, the Company recognized interest expense of $ 2,313,962 in connection with these notes. No interest expense was recognized with respect to these notes during the three or six months ended June 30, 2026. 17 NOTE 9 — RELATED PARTIES On October 24, 2024, Dr. Joseph Sinkule and the Company entered into an Employment Agreement for a term of three years in connection with his appointment as the Company’s Chief Executive Officer. Pursuant to the Employment Agreement, Dr. Sinkule will receive an annual base salary of $ 360,000 and an initial equity award of 1,000,000 options pursuant to the Company’s 2023 Incentive Plan vesting immediately. The options are valid for a period of three ( 3 ) years and have an exercise price equal to the closing price of the Company’s common stock on October 24, 2024. In addition, Dr. Sinkule will be eligible to participate in the Company’s annual bonus program for executives. On August 15, 2024, Mr. Jeffrey LeBlanc and the Company entered into an Employment Agreement for a term of three years in connection with his appointment as the Company’s Chief Financial Officer. Pursuant to the Employment Agreement, Mr. LeBlanc will receive an annual base salary of $ 325,000 and an initial equity award of shares of the Company’s common stock of 100,000 shares and an additional equity award of 400,000 shares of the Company’s common stock, with 200,000 of such shares vesting on the first anniversary of the agreement and 200,000 of such shares vesting on the second anniversary of the agreement. In addition, Mr. LeBlanc will be eligible to participate in the Company’s annual bonus program for executives. In connection with the March 2026 acquisition of Greenland Mines Corp., the Company assumed approximately $ 298,000 of notes payable to related parties, 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 into 2027). The notes are unsecured and may be prepaid by the Company without penalty. As of June 30, 2026, the outstanding balance of these notes was approximately $ 298,000 , and the Company recognized interest expense of approximately $ 3,280 and $ 4,895 during the three and six months ended June 30, 2026, respectively. NOTE 10 — STOCKHOLDERS’ EQUITY Equity Incentive Plan In connection with the Business Combination, the Company’s Board adopted, and the Company’s stockholders approved, the Equity Incentive Plan (“Equity Incentive Plan”). 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 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 stockholders. In addition, the Company believes that equity awards with a time-based vesting feature promote executive retention because this feature provides incentives for the Company’s executive officers to remain in employment with the Company during the applicable vesting period. 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. 18 During the six months ended June 30, 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 six months ended June 30, 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 . In addition, the Company modified previously issued, fully vested 600,000 stock options into 600,000 restricted shares, resulting in incremental recognized share-based compensation expense of $ 10,560 . During the six months ended June 30, 2026, the Company issued 321,377 fully vested shares of common stock to the President of its wholly owned subsidiary as a sign-on award, resulting in recognized stock-based compensation expense of $ 83,333 . See Note 9 – Related Parties for further information. On February 14, 2026, the Company granted 1,000,000 shares of common stock to a consultant for services, fully vested upon grant, unrelated to the Equity Incentive Plan, resulting in recognized share-based compensation expense of $ 216,000 . On February 19, 2026, the Company granted 2,500,000 shares of common stock to a consultant, which were fully vested upon grant, unrelated to the Equity Incentive Plan, resulting in recognized share-based compensation expense of $ 589,500 . 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 were $ 0 as of December 31, 2025. These shares were issued on January 2, 2026. 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 34,551,938 shares of the Company’s common stock and warrants to purchase up to an aggregate of 34,551,938 shares of Common Stock (the “Warrants”). The sale of the securities resulted in aggregate gross proceeds to the Company of approximately $ 7,750,000 . June 2026 Private Placement On June 15, 2026, the Company entered into a Securities Purchase Agreement with three investors and, at a closing on June 18, 2026, issued 15,000,000 shares of common stock at $ 0.25 per share for gross proceeds of $ 3,750,000 . No warrants were issued and there were no placement agent costs. The Company intends to use the proceeds for working capital and general corporate purposes. AnorTech Share Exchange On June 22, 2026, the Company issued 12,400,000 shares of its common stock to AnorTech Inc. in exchange for common shares representing approximately 9.9 % of AnorTech, recorded as an investment of $ 3,682,800 . No day-one gain or loss was recognized on the issuance of the Company’s own shares. See Note 6 – Investment in Equity Securities for further information. 19 Warrants 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. Warrant Exercises During the six months ended June 30, 2026, holders of common stock purchase warrants exercised 500 warrants at an exercise price of $ 3.49 per share, and the Company issued 500 shares of common stock for aggregate proceeds of $ 1,745 . The exercised warrants were equity-classified. 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 During the three months ended June 30, 2025, $ 650,000 of principal related to the Austria Capital LLC Convertible Promissory Note was converted into 2,600,000 shares of common stock at a conversion price of $ 0.25 . The remainder of the note in the amount of $ 550,000 was settled in cash. Therefore, the Company de-recognized the remaining unamortized original issue discount of $ 85,554 and deferred financing costs of $ 438,471 , which were recognized in interest expense on the condensed consolidated statements of operations. 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 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. 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 was recorded to additional paid in capital on the condensed consolidated balance sheets. Preferred B Shares On June 9, 2025, the Company conducted a private offering and issued 500 preferred B shares at $ 0.0001 par value per share for a total of $ 500,000 . The 500 preferred shares are convertible 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 shares. 20 Preferred C Shares On March 4, 2026, the Company purchased mineral exploration 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; and ● 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 basis. The Company has classified the Series C Preferred Stock within permanent equity. 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; and ● Does not embody any features that are not clearly and closely related to the host equity instrument. Accordingly, 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 June 30, 2026, conversion of the Series C Preferred Stock had not occurred due to the requirement to obtain stockholder approval prior to conversion. Employee Awards On March 1, 2026, Greenland Mines Corp., the Company’s wholly owned subsidiary, entered into an Executive Employment Agreement with Mr. Bo Moller Stensgaard in connection with his appointment as President of the subsidiary. The agreement provided for a one-time sign-on cash payment of $ 20,833 and fully-vested equity grant valued at $ 83,333 . On June 30, 2026, the Company issued 321,377 shares of its common stock in settlement of the equity award. The Company recognized share-based compensation expense of $ 83,333 and cash compensation expense of $ 20,833 during each of the three and six months ended June 30, 2026. 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. 21 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. 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. 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 . There was no further activity during the three months ended June 30, 2026. At-the-Market Sales Agreement On July 3, 2025, the Company entered into a sales agreement with A.G.P./Alliance Global Partners (“A.G.P.”) relating to the sale of newly issued shares of the Company’s common stock. In accordance with the terms of the sales agreement, the Company may offer and sell shares of its common stock having an aggregate offering amount of up to $ 50,000,000 from time to time through A.G.P., acting as the Company’s sales agent or principal. The Company intends to use the net proceeds from the offering for working capital and for general corporate purposes. During the 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 three and six months ended June 30, 2026, the Company sold 9,890,100 shares of common stock under the sales agreement at a weighted average price of approximately $ 0.27 per share, for gross proceeds of approximately $ 2,661,148 (the $ 2,574,725 recorded in equity is net of the 3.25 % sales agent’s commission.) Effective July 4, 2026, the Company terminated the Sales Agreement. No termination penalties were incurred, and no shares remain available for sale under the Sales Agreement. Reverse Stock Split On June 18, 2026, the Company’s stockholders approved a proposal granting the board authority to effect one or more reverse stock splits at a ratio between 1-for-2 and 1-for-50 , with the aggregate of all such splits not to exceed 1-for-60, at any time on or before March 31, 2027. As of June 30, 2026, no reverse stock split had been effected, and accordingly no retrospective adjustment to shares or per-share amounts has been made. NOTE 11 — COMMITMENTS AND CONTINGENCIES From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or other claims will have a material effect on the Company’s business, financial condition, results of operations or cash flows. Neo North Star Resources Merger Agreement On May 20, 2026, the Company 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 Greenland. Total consideration is $ 35.0 million, consisting of $ 20.0 million in cash and $ 15.0 million in newly issued shares of the Company’s common stock. The closing of the transaction is subject to customary closing conditions, including the receipt of required Greenland governmental approval, and the agreement provides for a termination date of September 1, 2026. If the agreement is terminated as a result of the failure to obtain the required Greenland approval, the Company would be required to pay a termination fee of $ 1,000,000 . As of June 30, 2026, the transaction had not closed, and no amount had been accrued with respect to the termination fee, as payment was not considered probable. NASDAQ Deficiencies 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. 22 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. As of June 30, 2026, the closing price of the Company’s common stock was $ 0.26 per share, and the Company had not regained compliance with the Bid Price Rule. The compliance period remains open through September 14, 2026. On June 18, 2026, the Company’s stockholders approved a proposal granting the Board authority to effect one or more reverse stock splits (see Note 10 — Stockholders’ Equity), which the Company may effect, if necessary, in an effort to regain compliance with the Bid Price Rule. As of June 30, 2026, no reverse stock split had been effected. There can be no assurance that the Company will regain compliance within the compliance period, and failure to do so could result in the delisting of the Company’s common stock from Nasdaq, subject to the Company’s right to appeal to a Nasdaq Hearings Panel. Purchase Commitments In the ordinary course of business, the Company enters into agreements with vendors and service providers, including in connection with the exploration and evaluation of the Skaergaard Project. These arrangements are generally cancelable and do not contain material non-cancelable purchase obligations. As of June 30, 2026, the Company did not have any material non-cancelable purchase commitments that would require separate accrual or disclosure under applicable accounting guidance. NOTE 12 — 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”) in deciding how to allocate resources to an individual segment and in assessing performance. 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. Because the Mining segment was established in connection with that acquisition, comparative segment information for the three and six months ended June 30, 2025 reflects only 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 three and six months ended June 30, 2026 and 2025 is included at the bottom of the tables below. 23 For the Three Months Ended June 30, 2026 2025 Biotech Mining Total Biotech Total Significant segment expenses General and administrative (1) $ 78,505 $ 499,437 $ 577,942 $ 729,572 $ 729,572 Research and development 400,536 - 400,536 238,700 238,700 Exploration and evaluation - 561,030 561,030 - - Professional fees 726,341 3,226,093 3,952,434 924,580 924,580 Interest expense (income) 4,888 - 4,888 1,760,025 1,760,025 Other segment items 3,463 - 3,463 318,878 318,878 Total operating and segment expenses $ 1,213,733 $ 4,286,560 $ 5,500,293 $ 3,971,755 $ 3,971,755 Reconciliation of net loss Change in fair value of warrant liabilities $ ( 1,815,233 ) 121,476 Consolidated net loss $ 3,685,060 $ 4,093,231 For the Six Months Ended June 30, 2026 2025 Biotech Mining Total Biotech Total Significant segment expenses General and administrative (1) $ 6,166,587 $ 623,684 $ 6,790,271 $ 1,579,854 $ 1,579,854 Research and development 721,807 - 721,807 238,700 238,700 Exploration and evaluation - 561,030 561,030 - - Professional fees 3,496,522 3,434,601 6,931,123 1,661,266 1,661,266 Interest expense (income) 6,503 - 6,503 2,313,962 2,313,962 Impairment expense 2,045,253 - 2,045,253 - - Other segment items ( 12,843 ) - ( 12,843 ) 425,470 425,470 Total operating and segment expenses $ 12,423,829 $ 4,619,315 $ 17,043,143 $ 6,219,252 $ 6,219,252 Reconciliation of net loss Change in fair value of warrant liabilities 499,120 107,961 Consolidated net loss $ 17,542,263 $ 6,327,213 (1) Excludes impairment of licenses and patents; includes share based compensation expense Segment assets for Mining comprise intangible assets of $ 48.4 million as of June 30, 2026. Segment assets for Biotech comprise intangible assets of $ 0.2 million and $ 2.3 million as of June 30, 2026 and December 31, 2025, respectively. NOTE 13 — SUBSEQUENT EVENTS The Company has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date these condensed consolidated financial statements were issued, and has determined that the following subsequent events exist: At-the-Market Sales Agreement Effective July 4, 2026, the Company terminated the Sales Agreement. No termination penalties were incurred, and no shares remain available for sale under the Sales Agreement. SK-1300 Technical Summary Report SLR Consulting (Canada) Ltd. completed and issued its Technical Report Summary (“TRS”), prepared in accordance with S-K 1300, for the Skaergaard precious and critical metals project in southeast Greenland, with an effective date of July 3, 2026. Stockholder Rights Agreement On July 21, 2026, the Company’s Board of Directors adopted a Stockholder Rights Agreement, dated July 22, 2026, between the Company and Continental Stock Transfer & Trust Company, as rights agent, and declared a dividend of one right for each outstanding share of common stock, payable August 7, 2026 to stockholders of record as of that date. Each right, once exercisable, entitles the holder to purchase one common share from the Company at an exercise price of $ 0.75 , subject to customary anti-dilution adjustments. The rights are not exercisable and will not separate from the common stock until the earlier of (i) ten business days following public announcement that a person or group has acquired beneficial ownership of 15 % or more of the Company’s outstanding common stock, or (ii) ten business days following commencement (or announcement of an intention to commence) a tender or exchange offer that would result in such ownership threshold being met, subject to certain exceptions. If a person or group becomes an acquiring person, each right (other than rights held by the acquiring person) entitles the holder to purchase common shares with a fair market value approximately equal to two times the exercise price, and the rights may also entitle holders to receive shares of an acquirer in certain merger or asset-sale scenarios. The rights are redeemable by the Board at $ 0.0001 per right at any time before a person or group becomes an acquiring person, and will expire on the earliest of July 22, 2027, redemption or exchange by the Board, or the date of the Company’s 2027 annual meeting if stockholder approval of the agreement is not obtained. 24