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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 10, 2025
Klotho Neurosciences, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-41340 | 86-2727441 | |
| (Commission File Number) |
(IRS Employer Identification No.) |
13576 Walnut Street, Suite A
Omaha, NE 68144
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (833) 931-6330
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Common Stock | KLTO | The Nasdaq Stock Market LLC | ||
| Warrants | KLTOW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On June 10, 2025, Klotho Neurosciences, Inc. (the “Company”) amended its April 2022 Public Warrant (the “Amended Warrant”) to provide for a one-time, limited time repricing of the exercise price (the “Warrant Repricing”).
Pursuant to the Warrant Repricing, the terms of the Public Warrant were amended to reduce the exercise price of the Public Warrants to $1.35 during the time period commencing at 9:30 AM on June 10, 2025 Eastern Time until 4:00 PM on June 20, 2025 Eastern Time (the “Effective Date Range”). In the event that a Public Warrant is not exercised during the Effective Date Range, the exercise price reverts to the exercise price in effect prior to the Effective Date Range, which was $3.49.
Holders of Public Warrants who desire to exercise their Public Warrant should contact their stock broker.
The foregoing summary of the Amended Warrant does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 4.1 to this Current Report on Form 8-K, which are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The Company reported earlier that on June 5, 2025, the Company entered into a Stock Purchase Agreement for the purchaser of shares of the Company’s common stock for a total purchase price of $500,000. The earlier report misstated the number of shares purchased and should have to stated such number as 6,250,000.
The sale listed above was made in reliance upon the exemption from registration offered by Section 4(2) of the Securities Act of 1933 and based upon the pre-existing relationship between the Registrant and the purchaser, the Registrant had reasonable grounds to believe immediately prior to making an offer to such individual, and did in fact believe, that such individual (1) was purchasing for investment and not with a view to distribution, and (2) had such knowledge and experience in financial and business matters that he was capable of evaluating the merits and risks of his investment and was able to bear those risks. An appropriate restrictive legend is imprinted upon the certificates representing such shares, and stop-transfer instructions have been entered in the Registrant’s transfer records. All such sales were effected without the aid of underwriters, and no sales commissions were paid.
Item 9.01 Financial Statements and Exhibits.
| Exhibits | Description | |
| 4.1 | Amended Warrant Certificate | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 10 , 2025 | KLOTHO NEUROSCIENCES, INC. | |
| By: | /s/ Joseph Sinkule | |
| Name: | Joseph Sinkule | |
| Title: | Chief Executive Officer | |
2
Exhibit 4.1
AMENDED WARRANT CERTIFICATE
| NUMBER OF | WARRANTS | |
| KLTOW |
(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.
NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL
BUSINESS COMBINATION)
KLOTHO NEUROSCIENCES, INC.
CUSIP 758083 117
WARRANT
THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warrants (each, a “Warrant”), expiring on a date which is five (5) years from the completion of the Company’s initial business combination, to purchase one share of fully paid and non-assessable common stock (the “Warrant Shares”), $0.0001 par value, of KLOTHO NEUROSCIENCES, INC., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. This Warrant Certificate is subject to and shall be interpreted under the terms and conditions of the Warrant Agreement (as defined below).
The Warrant entitles the holder thereof to purchase from the Company, from time to time, in whole or in part, commencing on the later of (i) after the completion of the Company’s initial business combination or (ii) twelve (12) months following the closing of the Company’s initial public offering, such number of Warrant Shares at the price of $11.50 per share (the “Warrant Price”), upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of Continental Stock Transfer & Trust Company (the “Warrant Agent”), such payment to be made subject to the conditions set forth herein and in the Warrant Agreement, dated as of [●], 2022, between the Company and the Warrant Agent (the “Warrant Agreement”). In no event shall the registered holder(s) of this Warrant be entitled to receive a net-cash settlement in lieu of physical settlement in Warrant Shares of the Company. The Warrant Agreement provides that, upon the occurrence of certain events, the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may be adjusted, subject to certain conditions. The term Warrant Price as used in this Warrant Certificate refers to the price per full Warrant Share at which Warrant Shares may be purchased at the time the Warrant is exercised.
Notwithstanding anything to the contrary contained herein, in the event that the registered holder shall exercise this Warrant at any time beginning at 9:30 AM on June 10, 2025 and 4:00 PM on June 20, 2025, the Warrant Price shall be $1.35. At any time after 4:01 PM on June 20, 2025, the Warrant Price shall revert to the Warrant Price then in effect on June 9, 2025.
This Warrant will expire on the date first referenced above if it is not exercised prior to such date by the registered holder(s) pursuant to the terms of the Warrant Agreement or if it is not redeemed by the Company prior to such date.
No fraction of a share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a share upon any exercise of a Warrant, the Company shall, upon such exercise, round down to the nearest whole number the number of shares to be issued to such holder.
Upon any exercise of the Warrant for less than the total number of full Warrant Shares provided for herein, there shall be issued to the registered holder(s) hereof or its assignee(s) a new Warrant Certificate covering the number of Warrant Shares for which the Warrant has not been exercised.
Upon due presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other governmental charge.
The Company and the Warrant Agent may deem and treat the registered holder(s) as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise hereof, of any distribution to the registered holder(s), and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
This Warrant does not entitle the registered holder(s) to any of the rights of a shareholder of the Company.
After the Warrant becomes exercisable and prior to its expiration date, the Company reserves the right to call the Warrant at any time, with a notice of call in writing to the holder(s) of record of the Warrant, giving thirty (30) days’ written notice of such call if the last reported sale price of the shares has been equal to or greater than $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) trading day prior to the date on which notice of such call is given, provided that (i) a registration statement under the Securities Act of 1933, as amended (the “Act”) with respect to the common stock underlying the Warrants issuable upon exercise must be effective and a current prospectus must be available for use by the registered holders hereof or (ii) the Warrants may be exercised on cashless basis as set forth in the Warrant Agreement and such cashless exercise is exempt from registration under the Act. The call price is $0.01 per Warrant Share.
If the foregoing conditions are satisfied and the Company calls the Warrant for redemption, each holder will then be entitled to exercise his, her or its Warrant prior to the date scheduled for redemption; provided that the Company may require the registered holder(s) who desires to exercise the Warrant, to elect cashless exercise as set forth in the Warrant Agreement, and such registered holder(s) must exercise the Warrants on a cashless basis if the Company so requires. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice of call shall be canceled on the books of the Company and have no further value except for the $0.01 call price.
This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.
| CHIEF EXECUTIVE OFFICER | SECRETARY | |
COUNTERSIGNED:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
WARRANT AGENT
| BY: | ||
| AUTHORIZED OFFICER | ||
| DATED: | ||
[REVERSE OF CERTIFICATE]
SUBSCRIPTION FORM
To Be Executed by the Registered Holder(s) in Order to Exercise Warrants
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive common stock in accordance with the terms of this Warrant Certificate and pursuant to the method selected below. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Warrant Certificate. PLEASE CHECK ONE METHOD OF PAYMENT:
| a “Cash Exercise” with respect to Warrant Shares; and/or | ||||
| a “Cashless Exercise” with respect to Warrant Shares because on | ||||
| the date of this exercise, there is no effective registration statement registering the Warrant Shares, or the prospectus contained therein is not available for the resale of the Warrant Shares, in which event the Company shall deliver to the registered holder(s) shares of common stock pursuant to Section 3.3.2 of the Warrant Agreement. |
The undersigned requests that a certificate for such shares be registered in the name(s) of:
| (PLEASE TYPE OR PRINT NAME(S) AND ADDRESS) |
| (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S)) |
| and be delivered to | ||
| (PLEASE PRINT OR TYPE NAME(S) AND ADDRESS) |
and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the registered holder(s) at the address(es) stated below:
Dated:
| (SIGNATURE(S)) | |
| (ADDRESS(ES)) |
| (TAX IDENTIFICATION NUMBER(S)) |
ASSIGNMENT
To Be Executed by the Registered Holder in Order to Assign Warrants
For Value Received, hereby sell(s), assign(s), and transfer(s) unto
| (PLEASE TYPE OR PRINT NAME(S) AND ADDRESS(ES)) | ||
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))
| and to be delivered to | ||||
| (PLEASE PRINT OR TYPE NAME(S) AND ADDRESS(ES)) | ||||
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))
of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.
Dated:
| (SIGNATURE(S)) |
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
| By |
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).
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