Klotho Neurosciences Files S-1 for Public Offering
Ticker: GRMLW · Form: S-1 · Filed: Jan 30, 2025 · CIK: 1907223
Sentiment: neutral
Topics: ipo, registration-statement, life-sciences
TL;DR
Klotho Neurosciences (fka ANEW Medical) filing S-1 to go public. Get ready.
AI Summary
Klotho Neurosciences, Inc. filed an S-1 registration statement on January 30, 2025, to register securities for public offering. The company, formerly known as ANEW Medical, Inc. and Redwoods Acquisition Corp., is incorporated in Delaware and operates in the biological products sector. Its principal executive offices are located in Omaha, Nebraska.
Why It Matters
This S-1 filing indicates Klotho Neurosciences is preparing to become a publicly traded company, which could provide it with capital for growth and development in the biological products sector.
Risk Assessment
Risk Level: medium — As a newly public company in the biological products sector, Klotho Neurosciences faces inherent risks related to clinical trials, regulatory approval, and market adoption.
Key Numbers
- 333-284602 — SEC File Number (Identifies the specific SEC registration)
- 25573046 — Film Number (Internal SEC processing number)
Key Players & Entities
- Klotho Neurosciences, Inc. (company) — Registrant
- S-1 (document) — Filing type
- January 30, 2025 (date) — Filing date
- ANEW Medical, Inc. (company) — Former company name
- Redwoods Acquisition Corp. (company) — Former company name
- Delaware (jurisdiction) — State of incorporation
- 2836 (sic_code) — Standard Industrial Classification
- 86-2727441 (tax_id) — IRS Employer Identification No.
- Joseph A. Sinkule (person) — Contact person
FAQ
What is the primary business of Klotho Neurosciences, Inc.?
Klotho Neurosciences, Inc. operates in the biological products sector, specifically under SIC code 2836 (Biological Products, Not Including Diagnostic Substances).
When was Klotho Neurosciences, Inc. previously known by other names?
The company was formerly known as ANEW Medical, Inc. (effective June 24, 2024) and Redwoods Acquisition Corp. (effective January 27, 2022).
Where are Klotho Neurosciences, Inc.'s principal executive offices located?
The company's principal executive offices are located at 13576 Walnut Street, Suite A, Omaha, NE 68144.
What is the purpose of this S-1 filing?
This S-1 filing is a registration statement under the Securities Act of 1933, indicating the company is preparing to offer its securities to the public.
In which state is Klotho Neurosciences, Inc. incorporated?
Klotho Neurosciences, Inc. is incorporated in Delaware.
Filing Stats: 4,438 words · 18 min read · ~15 pages · Grade level 18.1 · Accepted 2025-01-30 14:56:55
Key Financial Figures
- $0.0001 — 0,219 shares of common stock, par value $0.0001 per share, of Klotho Neurosciences, Inc
- $0.43 — w sales prices of our common shares was $0.43 per share. These prices will fluctuate
Filing Documents
- ea0228844-s1_klotho.htm (S-1) — 1706KB
- ea022884401ex5-1_klotho.htm (EX-5.1) — 7KB
- ea022884401ex23-2_klotho.htm (EX-23.2) — 2KB
- ea022884401ex-fee_klotho.htm (EX-FILING FEES) — 12KB
- image_001.jpg (GRAPHIC) — 16KB
- ex23-2_001.jpg (GRAPHIC) — 4KB
- 0001213900-25-008318.txt ( ) — 7013KB
- klto-20240930.xsd (EX-101.SCH) — 52KB
- klto-20240930_cal.xml (EX-101.CAL) — 26KB
- klto-20240930_def.xml (EX-101.DEF) — 320KB
- klto-20240930_lab.xml (EX-101.LAB) — 475KB
- klto-20240930_pre.xml (EX-101.PRE) — 334KB
- ea0228844-s1_klotho_htm.xml (XML) — 725KB
Forward Looking Statements
Forward Looking Statements 23 The 3i Transaction 24
Use of Proceeds
Use of Proceeds 25 Plan of Distribution 26 Description of Business 28 Dividend Policy 45
Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis of Financial Condition and Results of Operations 46 Directors, Executive Officers, Promoters and Control Persons 55
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and Management 61 Certain Relationships and Related Transactions 62
Description of Capital Stock
Description of Capital Stock 63 Selling Stockholders 66 Shares Eligible for Future Sale 68 Disclosure of Commission Position on Indemnification for Securities Act liabilities 69 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 70 Market for Common Stock and Related Stockholder Matters 71 Experts 72
Legal Proceedings
Legal Proceedings 72 Legal Matters 72 Where You Can Find More Information 73 Consolidated Financial Statements F-1 Unless otherwise specified or the context otherwise requires, references in this prospectus to "we", "our" and "us" and the "Company" refer to Klotho Neurosciences, Inc. i PROSPECTUS SUMMARY To understand this offering fully, you should read the entire prospectus carefully, including the risk factors beginning on page 2 and the consolidated financial statements. This summary highlights selected information appearing elsewhere in this prospectus. While this summary highlights what we consider to be important information about us, you should carefully read this entire prospectus before investing in our Common Stock, especially the risks and other information we discuss under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes beginning on page 46. Our fiscal year end is December 31 and our fiscal years ended December 31, 2023 and 2022 are sometimes referred to herein as fiscal years 2023 and 2022, respectively. Some of the statements made in this prospectus discuss future events and developments, including our future strategy and our ability to generate revenue, income and cash flow. These forward-looking statements involve risks and uncertainties which could cause actual results to differ materially from those contemplated in these forward-looking statements. See "Forward-Looking Statements". Unless otherwise indicated or the context requires otherwise, the words "we," "us," "our", the "Company" or "our Company" or "Klotho" refer to Klotho Neurosciences, Inc, a Delaware corporation, and our each of our subsidiaries. Issuer: Klotho Neurosciences, Inc., a Delaware corporation. Shares of Common Stock offered by the Selling Stockholders: 43,680,219 Shares of Common Stock Outstanding Prior to the Off
Use of Proceeds
Use of Proceeds We will not receive any proceeds from the sale of the common stock by the Selling Stockholders. All net proceeds from the sale of the common shares covered by this prospectus will go to the Selling Stockholders. However, we may receive the proceeds from the exercise of any warrants if the Selling Stockholders do not exercise the Warrants on a cashless basis, if and when exercised. See the section of this prospectus titled "Use of Proceeds." Trading Symbol Our shares of common stock are listed on The Nasdaq Global Market under the symbol "KLTO" Transfer Agent Continental Stock Transfer and Trust Company Dividend Policy We have never declared or paid any cash dividends on our shares of common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future.
Risk Factors
Risk Factors The shares of common stock offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. 1
RISK FACTORS
RISK FACTORS This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment. You should carefully consider the risks described below together with all of the other information included in our public filings before making an investment decision with regard to our securities. The statements contained in or incorporated into this document that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following events described in these risk factors actually occur, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. Moreover, additional risks not presently known to us or that we currently deem less significant also may impact our business, financial condition or results of operations, perhaps materially. For additional information regarding risk factors, see "Forward-Looking Risks Related to Our Business and Operations Our business is subject to a number of risks of which you should be aware before making decision to invest in our common stock These risks are more fully described in this "Risk Factors" section, including the following: We have incurred significant losses since our inception. We expect to incur losses over the next several years and may never achieve or maintain profitability. We will need substantial additional funding to meet our financial obligations and to pursue our business objectives. W