Klotho Neurosciences Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934ACT OF 1934 For the fiscal period endedDecember 31,2024 or For the transition period fromto Commission file number:001-41340 KLOTHO NEUROSCIENCES, INC.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the common stock, par value $0.0001 per share (“Common Stock”), held by non-affiliates of theregistrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2024) was $13.6million. As of March 31, 2025, there were28,510,632shares of the registrant’s common stock, $0.0001 par value, issued and outstanding. KLOTHO NEUROSCIENCES, INC.FORM 10-K FOR THE ANNUAL PERIODS ENDED DECEMBER 31, 2024 AND 2023TABLE OF CONTENTS ITEM 1. BUSINESS1ITEM 1A. RISK FACTORS24ITEM 1B. UNRESOLVED STAFF COMMENTS47ITEM 1C. CYBERSECURITY47ITEM 2. PROPERTIES47ITEM 3. LEGAL PROCEEDINGS47ITEM 4. MINE SAFETY DISCLOSURES47 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES48ITEM 6. [RESERVED]49ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS49ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK53ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA53ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE53ITEM 9A. CONTROLS AND PROCEDURES53ITEM 9B. OTHER INFORMATION54ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS54 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE55ITEM 11. EXECUTIVE COMPENSATION61ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS65ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE66ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES67 ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES69ITEM 16. FORM 10-K SUMMARY70SIGNATURES71 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Current Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws regarding,among other things, the plans, strategies, and prospects, both business and financial, of Klotho Neurosciences, Inc. (“Klotho”, “we” or“us”). These statements are based on the beliefs and assumptions of the management of Klotho. Although Klotho believes that its