Klotho Neurosciences, Inc. 8-K

What Happened
Klotho Neurosciences, Inc. (KLTO) announced it closed a merger on March 4, 2026, whereby its wholly owned Merger Sub merged into Greenland Mines and Greenland Mines became a wholly owned subsidiary of Klotho. As consideration, the former Greenland Mines stockholders received 47,000 newly issued shares of Klotho’s newly created Series C Preferred Stock. The merger did not change Klotho’s control or its executive officers and directors; Greenland Mines’ stockholders may designate one director to Klotho’s board.

Key Details

• Transaction date: March 4, 2026 (closing of the Merger Agreement).
• Consideration issued: 47,000 shares of Series C Preferred Stock (the Certificate of Designation authorized 50,000 shares).
• Series C rights: convertible, after stockholder approval, into 42,554 shares of common stock per preferred share; dividends pari passu with common stock on an as-converted basis; voting only after stockholder approval.
• Asset acquired: Greenland Mines holds an 80% interest in Major Precious Greenland A/S, owner of the Skaergaard Project in Greenland; Greenland Mines has an option to buy the remaining 20%. The 2022 NI 43-101 report (SLR Consulting) cites 364.37 million tons at 2.17 g/t PdEq (Indicated + Inferred), including 158.95 million tons Indicated at 2.22 g/t PdEq — about 25.4 Moz PdEq and 23.5 Moz AuEq combined. The Company has not independently verified these estimates.
• Other economics: Government of Greenland royalty of 2.5% payable at production.
• Securities: Series C Preferred issued in reliance on registration exemptions (Section 4(a)(2)/Reg D/Reg S); recipients certified as accredited investors.
• Financial filings: Klotho will file Greenland Mines’ audited financials and any required pro forma information by amendment within the SEC timeframe.

Why It Matters
This filing documents Klotho’s strategic move into a mining asset via acquiring Greenland Mines and exposure to the Skaergaard palladium–gold project, which the NI 43-101 report describes as a very large resource. For investors, the deal adds a new line of business and material mineral assets to Klotho’s balance sheet, while the issuance of convertible preferred stock and the board designation are key governance and dilution items to monitor. The company has not independently verified the resource estimates, and further financial and pro forma disclosures are pending, which investors should review when filed.