v3.26.1
Subsequent Events
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

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 the financial statements were issued, and has determined that the following subsequent event exists:

 

Merger

 

On March 4, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Greenland Mines Corp., a Delaware corporation (“Greenland Mines”). Pursuant to the terms of the Merger Agreement, at the closing, Greenland Mines will merge into GM Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), with Greenland Mines being the surviving entity. Pursuant to the Merger Agreement, as consideration for the Merger, the stockholders of Greenland Mines will receive a total of 47,000 newly issued shares of the Company’s Series C Preferred Stock. In addition, the stockholders of Greenland Mines have the right to designate one individual to join the Company’s Board of Directors. The Merger Agreement also contains customary representations and warranties of the parties.

 

On March 4, 2026 (the “Closing Date”), at the closing of the Merger Agreement, Merger Sub merged into Greenland Mines, with Greenland Mines being the surviving entity (the “Subsidiary Merger”). As a result of the Subsidiary Merger, Greenland Mines became a wholly-owned subsidiary of the Company (the “Merger Transaction”). The Merger Transaction did not result in a change of control of the Company or a change in the executive officers or directors of the Company.

 

Greenland Mines, pursuant to the terms of a Subscription, Joint Venture and Option Agreement (the “Mining Agreement”), owns an 80% interest in Major Precious Greenland A/S, a Denmark corporation (the “Major Precious”). Major Precious is the sole owner of certain mineral properties in Greenland known as the Skaergaard Project. The Mining Agreement provides Greenland Mines with an option to acquire the remaining 20% interest in Major Precious.

 

A 2022 Canadian NI 43-101 Technical Report on the Skaergaard Project issued by SLR Consulting Limited established a Total Indicated and Inferred Resource of 364.37 million tons at 2.17 g/t PdEq, with the Indicated category alone at 158.95 million tons grading 2.22 g/t PdEq. This constitutes 25.4 million ounces of palladium equivalent (“Moz PdEq”) and 23.5 million ounces of gold equivalent (“Moz AuEq”) in combined Indicated and Inferred Resource categories at the effective date of the Canadian NI 43-101 Technical Report. Pursuant to the terms of the Mining Agreement, the Government of Greenland is entitled to a 2.5% royalty payable when the Skaergaard Project reaches the production stage.

 

On March 4, 2026, the Company issued to the former stockholders of Greenland Mines a total of 47,000 shares of the Company’s Series C Preferred Stock as consideration for the Merger Transaction.

 

The issuance of the securities described above was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder and/or Regulation S. The recipients represented that they are “accredited investors” as defined in Rule 501(a) of Regulation D and that the securities were acquired for investment and not with a view to distribution. The securities were offered without general solicitation or advertising and represented the consideration paid under the Merger Agreement.

 

On March 4, 2026, the Board of Directors of the Company, pursuant to a Certificate of Designation, designated a new series of the Company’s preferred stock to be known as Series C Preferred Stock (the “Certificate of Designation”). The Certificate of Designation authorized a total of 50,000 shares of Series C Preferred Stock.

 

A summary of rights and privileges of the Series C Preferred Stock is as follows:

 

Dividends - The holders of shares of Series C Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, dividends on an as-converted basis, pari passu with all holders of Common Stock but prior to any dividends paid to any class of stock junior to the Series C Preferred.

 

Voting - After approval by the Company’s stockholders at a special or annual meeting of the Company’s stockholders, the holders of Series C Preferred Stock shall vote together with the holders of Common Stock and any other class or series of capital stock entitled to vote thereon as a single class on all matters submitted to a vote of stockholders of the Corporation. Each share of Series C Preferred Stock shall entitle the holder thereof to a number of votes equal to the number of shares of Common Stock into which such shares of Series C Preferred Stock is then convertible. The shares of Series C Preferred Stock shall not be entitled to vote prior to the stockholder approval.

Conversion – At any time after approval by the Company’s stockholders, each share of Series C Preferred Stock shall be convertible into 42,554 shares of the Company’s common stock. Holders of shares of Series C Preferred Stock shall have no conversion rights prior to the approval of the Company’s stockholders.

 

The foregoing description of the Series C Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation of the Series C Preferred Stock, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

 

Amendments to Articles of Incorporation

 

On March 11, 2026, the Company filed a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware to merge the Company’s newly formed GML Subsidiary Corp. into the Company, with the Company being the surviving entity and effectuating, pursuant to Section 253(b) of the Delaware General Corporation Law, a change in the Company’s name from Klotho Neurosciences, Inc. to Greenland Mines Ltd. The name change became effective at 5:00 PM on March 11, 2026.

 

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 began trading under the symbol “GRML” 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.

 

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 34,551,939 shares of the Company’s common stock and warrants to purchase up to an aggregate of 34,551,939 shares of Common Stock (the “Warrants”). The sale of the securities resulted in aggregate gross proceeds to the Company of approximately $7,750,000.

 

NASDAQ Listing Extension

 

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.

 

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.

 

Results of Special Meeting of Stockholders

 

At a special meeting of stockholders of the Company held on February 17, 2026, the Company’s stockholders approved a proposal to approve the proposed amendment of the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at an exchange ratio between one-for-2 to one-for-50, as determined by the Company’s Board of Directors (the “Reverse Stock Split”) and approved an amendment to the Company’s 2024 Equity Incentive Plan to increase the number of shares of the Company’s Common Stock available and reserved for issuance thereunder to 10,000,000 subject to certain conditions.