Klotho Neurosciences Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities
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| Item 3.02. | Unregistered Sales of Equity Securities |
On March 2, 2026, Klotho Neurosciences, Inc. (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”). A copy of the Securities Purchase Agreement is included as Exhibit 10.1 to the Company’s Form 8-K filed on February 24, 2026.
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.
A description of the Warrant is included in the Company’s Form 8-K filed on February 24, 2026 and a copy of the Form of Warrant is attached as Exhibit 4.1 thereto.
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. The Purchasers 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.
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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: March 2, 2026 | KLOTHO NEUROSCIENCES, INC. | |
| By: | /s/ Joseph Sinkule | |
| Name: | Joseph Sinkule | |
| Title: | Chief Executive Officer | |
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