Klotho Neurosciences, Inc. 8-K

What Happened Klotho Neurosciences, Inc. (KLTO) filed an 8‑K on February 17, 2026 reporting that its stockholders approved two proposals at a special meeting held that day. Shareholders approved a reverse stock split of the company’s common stock at an exchange ratio the Board may set between one‑for‑2 and one‑for‑50. Shareholders also approved an amendment to the company’s 2024 Equity Incentive Plan to increase the number of shares available for issuance under the plan to 10,000,000, subject to certain conditions. The record date for the meeting was January 15, 2025.

Key Details

• Meeting date and quorum: special meeting held February 17, 2026; 30,457,004 common shares were present (quorum) of 73,536,722 issued and outstanding as of the Jan 15, 2025 record date.
• Reverse split vote: For 27,637,476; Against 2,642,876; Abstain 176,650; Broker Non‑Votes 2.
• Equity plan vote: For 11,082,522; Against 3,609,008; Abstain 45,960; Broker Non‑Votes 15,719,514.
• The Board will determine the exact reverse split ratio within the approved 1‑for‑2 to 1‑for‑50 range; the equity plan increase raises available awards to 10,000,000 shares.

Why It Matters A board‑approved reverse stock split will reduce the company’s outstanding share count by a set ratio (to be chosen by the Board) and will change the number of shares each holder owns on a proportional basis. The equity plan increase gives Klotho more shares it can grant to employees, directors or consultants under its 2024 plan. Both actions affect the company’s capital structure and the pool of shares available for compensation, which are material items investors commonly monitor.