Klotho Neurosciences Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.07. Submission of Matters to a Vote of Security Holders
At a special meeting of stockholders of Klotho Neurosciences, Inc. (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
On January 15, 2025, the record date for stockholders entitled to notice of, and to vote at, the special meeting, 73,536,722 common shares of the Company were issued and outstanding. The holders of 30,457,004 common shares of the Company were present at the special meeting, either in person or represented by proxy, constituting a quorum. Set forth below are the final voting results for each of the proposals.
Proposal 1. Approval of the Reverse Stock Split.
| For | Against | Abstain | Broker Non-Votes | |||
| 27,637,476 | 2,642,876 | 176,650 | 2 |
Proposal 2. Approval of Amendment to the Company’s 2024 Equity Incentive Plan
| For | Against | Abstain | Broker Non-Votes | |||
| 11,082,522 | 3,609,008 | 45,960 | 15,719,514 |
Since there were sufficient votes represented at the special meeting to approve the Reverse Stock Split and the Amendment to the Company’s 2024 Equity Incentive Plan, the proposal to adjourn the special meeting to solicit additional proxies was moot and therefore not presented or voted on.
Item 9.01 Financial Statements and Exhibits.
| Exhibits | Description | |
| 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: February 17, 2026 | KLOTHO NEUROSCIENCES, INC. | |
| By: | /s/ Joseph Sinkule | |
| Name: | Joseph Sinkule | |
| Title: | Chief Executive Officer | |
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