NOTE 12 — SUBSEQUENT EVENTS

The Company has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued, and has determined that the following subsequent event exists:

On July 3, 2025, the U.S. Food and Drug Administration (FDA) granted Orphan Drug Designation to the company’s novel secreted-Klotho (s-KL) promoter, gene and delivery system (KLTO-202, or s-KL-AAV.myo) for the treatment of ALS. The Orphan Drug Designation provides certain incentives to the Company, such as tax credits, toward the cost of human clinical trials and a waiver for the payment of the GDUFA User Fee for market applications. Additionally, Orphan Drug Designation of the product provides developers with seven years of US market exclusivity and independent from the Company’s intellectual property protection.

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 price 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.

On July 7, 2025, the Company filed a Form S-3 Registration Statement with the U.S. Securities Exchange Commission (“SEC”) that allows the Company to offer shares of common stock, preferred stock, warrants to purchase common stock or preferred stock, and/or units to purchase any of such securities, either individually or in combination with other securities described in this prospectus, in one or more offerings from time to time, with a total value of up to $100,000,000.  The Form S-3 was declared effective on July 25, 2025.

On July 8, 2025, the Board of Directors determined that the Company had met the criteria set forth in the Business Combination Agreement for the release of 2,000,000 contingent shares to the pre-closing stockholders of ANEW Medical. The 2,000,000 shares were issued on August 5, 2025. In addition, the Board of Directors approved the issuance of 408,691 from in the Company’s Equity Incentive Plan to Jeffrey LeBlanc, the Company’s CFO.

On July 14, 2025, the Nasdaq Hearings Panel (the “Panel”) issued a letter to the Company that the Panel finds the Company in compliance with Listing Rules 5550(a)(1) and 5550(b)(1), the “Bid Price” and “Equity Rules,” respectively. On July 16, 2025, the Company issued a press release announcing that the Company regained compliance with the Nasdaq listing requirements. In addition, on July 14. 2025, Nasdaq approved the Company’s application to “phase down” the listing of its common stock and warrants from the Nasdaq Global Market to the Nasdaq Capital Market. The Company’s common stock will continue to trade under the symbol “KLTO” and the Company’s warrants will continue to trade under the symbol “KLTOW.” 

On July 21, 2025, the Company signed a one-year lease in the amount of $8,400 for an office space in Charlotte, NC.

On July 28, 2025, the Company filed with the SEC a Supplemental Prospectus under the Form S-3 Registration Statement to register for resale an aggregate 12,500,000 Shares of Common Stock of the Company, which consists of 6,250,000 shares of Common Stock previously sold to two investors in a transaction exempt from the registration requirements of the Securities Act and 6,250,000 shares of Common Stock issuable upon the conversion of shares of the Company’s Series B Preferred Stock sold to an investor in a transaction exempt from the registration requirements of the Securities Act.

On July 28, 2025, the Company filed with the SEC a Supplemental Prospectus under the Form S-3 Registration Statement to register for the offer and sell shares of up to $50,000,000 in common stock, from time to time, through A.G.P., acting as the Company’s sales agent or principal. The sales of the common stock, if any, under the prospectus supplement will be made at market prices by any method deemed to be an “at the market offering.”

On August 6, 2025, Klotho Neurosciences, Inc. (the “Company”) entered into a Letter Agreement (“Agreement”) with AAVnerGene Inc. (“AAVnerGene”) for the manufacturing and development of its KLTO-202 gene therapy candidate using the AAVnerGene platform technology. AAVnerGene is an innovation-driven biotech renowned for its transformative technologies in adeno-associated viruses (AAV) manufacturing and tissue-targeted delivery.