Klotho Neurosciences Inc美股招股说明书(2025-09-30版)

Prospectus Supplement(to Prospectus datedJuly28, 2025) KLOTHO NEUROSCIENCES, INC. Up to 6,745,000 Shares of Common Stockto be Sold by Selling Shareholders This prospectus supplement (“Prospectus Supplement”) supplements our prospectus dated July 28, 2025 contained in our registrationstatement on Form S-3 filed the same date, as amended by prospectus supplements dated July 28, 2025 (collectively, the“Prospectus”), and relates to the sale up to an aggregate of 6,745,000 shares of Common Stock by selling shareholders. ThisProspectus Supplement should provides you with a general description of the Common Shares offered hereby and the general mannerin which the selling shareholders may offer such securities This Prospectus Supplement should be read in conjunction with the Prospectus and this Prospectus Supplement is qualified byreference to the Prospectus, except to the extent that the information contained in this Prospectus Supplement supersedes theinformation contained in the Prospectus. Capitalized terms used in this Prospectus Supplement and not otherwise defined herein havethe meanings specified in the Prospectus. We will not receive any proceeds from the sale of Common Shares to be offered by the selling shareholders. However, we will paycertain expenses, other than underwriting discounts and commissions, associated with the sale of Common Shares by the sellingshareholders pursuant to this Prospectus Supplement. Our registration of the Common Shares covered by this prospectus does notmean that the selling shareholders will offer or sell any of the Common Shares. The selling shareholders may sell the Common Sharescovered by this prospectus in a number of different ways and at varying prices. We provide more information about how the sellingshareholders may sell their shares of Common Shares in the section entitled “Plan of Distribution.” We are an “emerging growth company” and “smaller reporting company” as defined under U.S. federal securities laws and are subjectto reduced public company reporting requirements. Our shares of common stock are listed on The Nasdaq Stock Market (“Nasdaq”)under the symbol “KLTO”. The last sale price of our shares of common stock on September 26, 2025 was $0.45 per share. Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be “at the market offerings” asdefined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-2 of this prospectussupplement and the risk factors incorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is September 30, 2025 TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-1RISK FACTORSS-2SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTSS-3USE OF PROCEEDSS-4DIVIDEND POLICYS-4SELLING SHAREHOLDERSS-4PLAN OF DISTRIBUTIONS-5LEGAL MATTERSS-7EXPERTSS-7INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-7WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-8 Neither we nor the selling shareholders have authorized anyone to provide any information or to make any representationsother than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or anyfree writing prospectus we have prepared. We and the selling shareholders take no responsibility for, and can provide noassurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only theCommon Shares offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. The informationcontained or incorporated by reference in this prospectus is current only as of its date. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement (“Prospectus Supplement”) supplements our prospectus dated July 28, 2025 contained in our registrationstatement on Form S-3 filed the same date, as amended by prospectus supplements dated July 28, 2025 (collectively, the“Prospectus”), and relates to the sale up to an aggregate of 6,745,000 shares of Common Stock by selling shareholders who may, fromtime to time, offer and sell Common Shares described in this Prospectus Supplement through any means described in the sectionentitled “Plan of Distribution.” This Prospectus Supplement should be read in conjunction with the Prospectus and this Prospectus Supplement is qualified byreference to the Prospectus, except to the extent that the information contained in this Prospectus Supplement supersedes theinformation containe