8-K - Klotho Neurosciences, Inc. | StockGist

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Klotho Neurosciences, Inc. announced the acquisition of Greenland Mines Corp. via a definitive merger agreement dated March 3, 2026, closing on March 4, 2026, securing an 80% interest in the Skaergaard Project, one of the largest undeveloped palladium, gold, and platinum deposits valued at approximately $68 billion in-situ. The transaction, payable in convertible preferred stock, positions Greenland Mines to own 93% of fully diluted shares on an as-converted basis and is treated as a reverse merger.

Key Takeaways

1Acquisition of Greenland Mines Corp., a privately held Delaware corporation, completed March 4, 2026

2Greenland Mines controls 80% interest and option for remaining 20% in Skaergaard Project in Southeast Greenland

3Skaergaard hosts 2022 NI 43-101 resource of 364.37 million tons at 2.17 g/t PdEq (25.4 Moz PdEq, 23.5 Moz AuEq)

4Gross undiscounted in-situ value of $68 billion based on February 2026 metal prices

5Consideration in convertible preferred stock; Greenland Mines to own ~93% of fully diluted shares post-conversion

6Company to operate Natural Resources and Cell and Gene Therapy divisions; plans name and ticker change in late March 2026

Current Report Details

Event Type

Regulation Fd

Disclosure

Voluntary

Variant

8-K

Items Reported

7.01

and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and shall not be de

Regulation Fd

9.01

Financial Statements and Exhibits. Exhibits Description 99.1 Press Release 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 SIG

Exhibits Only

Transaction Details

Acquisition / Disposition

Target: Greenland Mines Corp. (controls 80% interest and option for 20% in Skaergaard Project)
Consideration: Full consideration payable in convertible preferred stock, subject to shareholder approval; Greenland Mines expected to own approximately 93% of fully diluted shares on as-converted basis
Structure: Definitive merger agreement; treated as reverse merger for accounting purposes

•Entered into definitive merger agreement on March 3, 2026
•Closing on March 4, 2026

Exhibits (2)

8-K

CURRENT REPORT

99.1

PRESS RELEASE