Business Context and Reporting Period
This Form 8-K Current Report is filed by Klotho Neurosciences, Inc. (not Greenland Mines Ltd as indicated in metadata) for the reporting period of December 2, 2025. The registrant is a Delaware corporation with its principal executive offices in Charlotte, NC, and its common stock (KLTO) and warrants (KLTOW) trade on The Nasdaq Stock Market LLC. The company is classified as an emerging growth company.
Key Financial Metrics and Transaction Details
The filing details a specific capital raise transaction rather than periodic financial performance metrics such as revenue or operating cash flow.
- Transaction Type: Sale of unregistered equity securities (Series C Preferred Stock).
- Investor: Sigma9 Capital, Ltd.
- Shares Issued: 3,400 shares of Series C Preferred Stock.
- Price Per Share: $4,400.00.
- Total Proceeds: $14,960,000 (3,400 shares x $4,400).
- Conversion Rights: Each preferred share is convertible into 10,000 shares of common stock (subject to a 9.99% beneficial ownership limitation and Nasdaq rules).
- Commissions: No underwriters were used, and no sales commissions were paid.
Material Changes Versus Prior Period
The filing does not provide comparative financial data (e.g., revenue or profit changes) against a prior period. The material change reported is the entry into a definitive agreement to issue new equity securities, which alters the company's capital structure and potential dilution profile upon conversion.
Guidance, Outlook, and Risks
Closing Conditions: The transaction is subject to closing conditions, including the filing of the Certificate of Designation for the Series C Preferred Stock. The closing must occur on or before December 31, 2025.
Regulatory and Conversion Risks:
- Conversions are restricted if the holder would own more than 9.99% of outstanding common stock.
- Conversions require stockholder approval if they would violate Nasdaq listing rules.
- The conversion price is subject to adjustment for stock dividends, splits, or combinations.
- The sale relied on the Section 4(2) exemption from registration under the Securities Act of 1933.
Investor Verification Checklist
- Verify the final closing date of the transaction to ensure it occurred before the December 31, 2025 deadline.
- Review the filed Exhibit 3.1 (Certificate of Designation) for specific dividend rights, liquidation preferences, and voting rights of the Series C Preferred Stock.
- Confirm the exact number of common shares outstanding to calculate the potential dilution impact of the 34,000,000 convertible shares (3,400 preferred x 10,000 conversion ratio).
- Check subsequent filings for any stockholder approval required for conversions under Nasdaq rules.