Greenland Mines Ltd 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ACT OF1934 For the fiscal period ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number: 001-41340 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 Securities Exchange 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. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ 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, 2025) was $52.6million. As of March 31, 2026, there were 121,238,660 shares of the registrant’s common stock, $0.0001 par value, issued and outstanding. GREENLAND MINES LTD(formerly known as KLOTHO NEUROSCIENCES, INC.)FORM 10-K FOR THE ANNUAL PERIODS ENDED DECEMBER 31, 2025 AND 2024TABLE OF CONTENTS ITEM 1. BUSINESS1ITEM 1A. RISK FACTORS21ITEM 1B. UNRESOLVED STAFF COMMENTS44ITEM 1C. CYBERSECURITY44ITEM 2. PROPERTIES44ITEM 3. LEGAL PROCEEDINGS44ITEM 4. MINE SAFETY DISCLOSURES44 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE52ITEM 11. EXECUTIVE COMPENSATION58ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS62ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE63ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES64 ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES66ITEM 16. FORM 10-K SUMMARY68SIGNATURES69 Introductory Comment Throughout this Annual Report on Form 10-K, the terms “we,” “us,” “our,” “our company,” “Greenland Mines Ltd,” “KlothoNeurosciences, Inc.,” the “Company” and the “Registrant” refer to Greenland Mines Ltd. FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (the “Report”) contains certain forward-looking statements. For example, statementsregarding our financial position, business strategy and other plans and objectives for future operations, and assumptions andpredictions about future product demand, supply, manufacturing, costs, marketing and pricing factors are all forward-lookingstatements.These statements are generally accompanied by words such as“intend,”“anticipate,”“believe,”“estimate,”“potential(ly),” “continue,” “forecast,” “predict,” “plan,” “may,” “will,” “could,” “would,” “should,” “expect” or the negative of suchterms or other comparable terminology.