Klotho Neurosciences Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01. Entry Into or Amendment of a Material Definitive Agreement.
On July 16, 2025, Klotho Neurosciences, Inc. (the “Company”) entered into a Terms of Agreement (“Agreement:”) with AAVnerGene Inc. (“AAVnerGene”) granting the Company the exclusive and global right to use AAVnerGene’s AAVone platform for development, manufacturing, and commercialization of gene therapy products based on the human Klotho gene isoforms for three clinical programs. The initial license fees to be paid by the Company scale up from a total of $250,000 for the Company’s first gene therapy product to $500,000 for the Company’s third gene therapy product. Additional fees will apply based upon the stage of clinical trials and the Company will pay a two percent (2%) royalty on revenue from all products created using the AAVone platform .
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed herewith as Exhibit 4.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 22, 2025, the Company issued a press release announcing the Terms of Agreement with AAVnerGene Inc. A copy of that press release is furnished as Exhibit 99.1 to this Current Report, and is incorporated herein by reference. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
This Form 8-K contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Without limiting the generality of the foregoing, the forward-looking statements in this press release include descriptions of the Company’s future commercial operations. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, such as the Company’s inability to implement its business plans, identify and realize additional opportunities, or meet or exceed its financial projections and changes in the regulatory or competitive environment in which the Company operates. You should carefully consider the foregoing factors and the other risks and uncertainties described in the documents filed or to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) from time to time, which could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these documents are available on the SEC’s website, www.sec.gov. All information provided herein is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.
Item 9.01 Financial Statements and Exhibits.
| Exhibits | Description | |
| 4.1 | Terms of Agreement | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: July 22, 2025 | KLOTHO NEUROSCIENCES, INC. | |
| By: | /s/ Joseph Sinkule | |
| Name: | Joseph Sinkule | |
| Title: | Chief Executive Officer | |
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