Market Overview - US stock index futures are all down ahead of the market opening, with Dow futures down 0.06%, S&P 500 futures down 0.02%, and Nasdaq futures down 0.03% [1] - European indices show mixed performance, with Germany's DAX down 0.43%, UK's FTSE 100 up 0.39%, France's CAC40 down 0.11%, and the Euro Stoxx 50 down 0.22% [2][3] - WTI crude oil is up 0.37% at $65.53 per barrel, while Brent crude is up 0.36% at $67.28 per barrel [4] Economic Sentiment - Wall Street strategists remain optimistic about summer stock market performance despite signs of economic slowdown, with several institutions maintaining S&P 500 year-end targets in the range of 6300-6500 points [5] - A survey of over 270 CEOs indicates a significant drop in recession expectations, with less than 30% anticipating a mild or severe recession in the next six months, down from 46% in May [5] - The New York Fed's consumer expectations survey shows a notable decline in inflation concerns, with one-year inflation expectations dropping to 3.2% in May, down 0.4 percentage points from April [7] Company News - Apple held its WWDC, showcasing significant updates across its software platforms, including a new "liquid glass" design and the introduction of iOS 26 [10] - Tesla saw a massive inflow of $651 million into its leveraged ETF, reflecting strong retail investor confidence despite ongoing challenges, including competition in the Chinese market and demand issues in developed markets [11] - TSMC reported a 39.6% year-over-year increase in May revenue, attributed to companies stockpiling chips amid geopolitical uncertainties, although there was an 8.3% month-over-month decline [12] - Novo Nordisk's stock rose as activist hedge fund Parvus increased its stake, with expectations for the obesity drug market to reach $95 billion by 2030 [13]

Core Viewpoint - Klotho Neurosciences has announced early research results indicating that its proprietary gene therapy may fully reverse age-related organ degeneration, leading to a dramatic 787% surge in its stock price, which has attracted global investment interest in the biotech sector [1][2][3] Company Summary - Klotho Neurosciences is a micro biotech company focused on "anti-aging" and gene therapies for neurodegenerative diseases, with recent animal study data suggesting its α-Klotho gene therapy could delay or even reverse multi-organ aging [2][3] - The company utilizes a patented secretory α-Klotho (s-KL) gene delivery vector for its gene therapy, which aims to address age-related degenerative diseases in the central nervous system and multiple organs [3] - Klotho has obtained global exclusive patent licensing and plans to apply for FDA pre-IND meetings [3] Industry Summary - The surge in Klotho's stock price reflects a broader trend in the biotech industry, where innovative gene therapies targeting degenerative diseases are gaining traction and investor enthusiasm [2] - The market is witnessing a recalibration of investment focus towards cutting-edge technologies, particularly in the realms of gene therapy and AI, as exemplified by Synaptogenix's recent entry into the cryptocurrency and AI sectors [2] - The rapid pace of innovation in biotech is reshaping market dynamics and regulatory landscapes, making it a significant focal point for global market participants [2]

Financial Performance - Klotho Neurosciences, Inc. reported no revenue for the three months ended March 31, 2025 and 2024 [112]. - The net loss for the three months ended March 31, 2025 was $2,233,982, compared to a net loss of $672,044 for the same period in 2024, indicating a significant increase in losses [114]. Operating Expenses - Operating expenses increased to $1,586,968 for the three months ended March 31, 2025, up from $672,045 in the same period in 2024, representing an increase of approximately 136% [113]. Cash Flow - Net cash used in operating activities rose to $1,553,747 for the three months ended March 31, 2025, compared to $21,976 for the same period in 2024, an increase of approximately 6,000% [116]. - Cash at the end of the year was $565,869 as of March 31, 2025, compared to $32,336 at the end of the previous year [115]. - Net cash provided by financing activities was $2,055,875 for the three months ended March 31, 2025, an increase of approximately 1,070% compared to $175,000 in the same period in 2024 [118]. Accumulated Deficit - The company has an accumulated deficit of approximately $12.8 million as of March 31, 2025 [120]. Business Operations - The company expects to continue incurring significant professional costs to remain publicly traded and has incurred significant transaction costs related to the business combination [119]. - Klotho Neurosciences, Inc. is classified as an "emerging growth company" and intends to take advantage of certain exemptions from reporting requirements [122]. - The company has no off-balance sheet arrangements as of March 31, 2025 [121].

Financial Performance - For the fiscal year ended December 31, 2024, the Company reported no revenue, consistent with the previous year [290]. - The net loss for the year ended December 31, 2024, was $6,150,372, compared to a net loss of $707,458 for 2023, representing an increase of approximately 769% [292]. - Operating expenses increased significantly to $5,540,236 in 2024 from $631,322 in 2023, marking an increase of approximately 778% [291]. Cash Flow - Net cash used in operating activities for 2024 was $2,946,512, an increase of approximately 558% from $446,916 in 2023 [295]. - The Company incurred net cash used in investing activities of $123,497 in 2024, compared to net cash provided of $23,582 in 2023, indicating a cash outflow increase of approximately 624% [296]. - Financing activities provided net cash of $3,130,942 in 2024, a substantial increase from $350,000 in 2023 [297]. Financial Position - As of December 31, 2024, the Company had current assets of $157,811 and current liabilities of $1,247,534, resulting in a working capital deficit of $1,089,723 [293]. - As of December 31, 2024, the Company had cash of $63,741 and an accumulated deficit of approximately $10.6 million [299]. Operational Dependency - The Company has not generated any operating revenues to date and continues to incur significant expenses related to its business combination and public company status [288]. - The Company is dependent on obtaining additional working capital funding to continue its operations and execute its development plans [299].

Core Insights - Klotho Neurosciences, Inc. is set to present at Biotech Showcase 2025, focusing on its innovative therapies for neurodegenerative diseases [1][2] - The company is developing cell and gene therapies targeting ALS, Alzheimer's, and Parkinson's disease, utilizing the Klotho anti-aging gene [2][3] - Klotho Neurosciences has secured exclusive worldwide licenses for its therapeutic approach, covering patents in the USA, Europe, and China [2] Company Overview - Klotho Neurosciences, Inc. specializes in biopharmaceuticals, particularly in cell and gene therapies derived from the Klotho gene [3] - The company’s portfolio includes DNA and RNA therapeutics, genomics-based diagnostics, and clinical-stage programs targeting cancer and autoimmune diseases [3] - Management comprises experienced professionals in biopharmaceutical product development and commercialization [3] Presentation Details - The presentation is scheduled for January 14, 2025, at 3:00 PM PT during J.P. Morgan Healthcare Week [1][2] - Dr. Joseph Sinkule, the Founder, CEO, and Chairman, will discuss the company's advancements and the role of the Klotho gene in treating neurodegenerative diseases [2] - The event is expected to attract over 3,200 healthcare professionals and more than 1,200 investors [1]

Company Overview - Klotho Neurosciences, Inc. is a U.S.-based biotechnology company focused on developing cell and gene therapies for neurodegenerative and age-related disorders, including ALS, Alzheimer's, and Parkinson's [1][5] - The company utilizes a patented form of the "anti-aging" human Klotho gene (S-KL) and a novel delivery system (s-KL/AAV.myo) to enhance treatment options for these diseases [5] Leadership Appointment - Riad El-Dada, former US President of Merck, has been appointed to the Board of Directors of Klotho Neurosciences [1][4] - El-Dada brings decades of leadership experience in the pharmaceutical industry, having managed over $12 billion in revenue during his tenure at Merck [2][3] Strategic Importance - El-Dada's expertise in pharmaceutical innovation, strategic leadership, and operational excellence is expected to be invaluable for Klotho Neurosciences as it advances its mission [4] - His background includes negotiating key development and commercialization deals, which will support Klotho's efforts in developing its Klotho gene therapy aimed at neurodegenerative diseases [3][4] Company Vision - Klotho Neurosciences aims to transform the treatment landscape for diseases such as ALS, Alzheimer's, and Parkinson's through innovative therapies [4] - The company is committed to driving value for shareholders while providing hope to millions of patients and families worldwide [4]

Financial Performance - Klotho Neurosciences, Inc. reported no revenue for the nine months ended September 30, 2024, and September 30, 2023[125]. - Operating expenses for the three months ended September 30, 2024, were $2,870,932, an increase of $2,747,195 compared to $123,737 for the same period in 2023[126]. - The net loss for the three months ended September 30, 2024, was $2,959,426, compared to a net loss of $144,111 for the same period in 2023, reflecting an increase of $2,815,315[128]. Cash Flow - As of September 30, 2024, the company had cash of $50,895 and an accumulated deficit of approximately $8.5 million[136]. - Net cash used in operating activities for the nine months ended September 30, 2024, was $2,002,358, an increase of approximately $1,755,000 compared to $247,406 for the same period in 2023[132]. - Net cash provided by financing activities for the nine months ended September 30, 2024, was $2,173,942, compared to $250,000 for the same period in 2023[134]. - The company expects net cash used in operating activities to increase in the coming periods until its products generate meaningful revenue[132]. Going Concern - Klotho Neurosciences, Inc. has incurred significant operating losses and negative cash flows from operations since inception, raising concerns about its ability to continue as a going concern[136]. - The company has no off-balance sheet arrangements as of September 30, 2024[137]. Company Classification - Klotho is classified as an "emerging growth company" and intends to take advantage of certain exemptions from reporting requirements[139].

Revenue - The Company reported no revenue for the six months ended June 30, 2024, and June 30, 2023[96]. Operating Expenses - Operating expenses for the three months ended June 30, 2024, were $395,607, an increase of approximately 62% compared to $244,252 for the same period in 2023[97]. - The Company incurred operating expenses of $817,652 for the six months ended June 30, 2024, an increase of approximately 106% from $396,852 for the same period in 2023[98]. Net Loss - The net loss for the three months ended June 30, 2024, was $451,639, representing an increase of approximately 71% from a net loss of $264,389 in the same period of 2023[99]. Cash Flow - Net cash used in operating activities for the six months ended June 30, 2024, was $929,399, an increase of approximately 250% from $265,429 for the same period in 2023[103]. - Net cash provided by financing activities for the six months ended June 30, 2024, was $1,895,424, a significant increase of approximately 658% compared to $250,000 in the same period of 2023[105]. - The increase in cash used in investing activities for the six months ended June 30, 2024, was approximately 517%, totaling $123,497 compared to $20,000 in the same period of 2023[104]. Liquidity and Financial Position - As of June 30, 2024, the Company had cash of $845,336 and an accumulated deficit of approximately $5.5 million[107]. - The Company has incurred significant professional costs and transaction costs related to the Business Combination, impacting its liquidity[106]. - The Company expects net cash from operating activities to remain negative until products generate meaningful revenue[103].

Shareholder and Equity Information - The implied equity value of ANEW Medical, Inc. is $60,000,000, which will be paid to ANEW stockholders at the effective time of the merger[149]. - The company will have a total of 170,418 shares outstanding following redemptions as of May 8, 2024[159]. - The company has received requests to redeem a total of 1,589,776 shares, with a redemption price of approximately $11.20 per share[159]. - An aggregate of 6,103,350 shares with a redemption value of $63,169,451 (or $10.35 per share) were tendered for redemption during the special meeting on March 31, 2023[160]. - On November 13, 2023, stockholders approved an amendment allowing the company to extend the business combination deadline up to twelve times, with a total redemption amount of approximately $39,255,410 for 3,636,456 shares[176]. Business Combination and Transaction Plans - The company plans to close the business combination transaction as soon as possible, subject to the satisfaction of closing conditions[155]. - The company extended the termination date of the business combination agreement from November 4, 2023, to March 4, 2024[154]. - The company plans to extend the date for consummating a business combination up to twelve times for an additional month each time from December 4, 2023, to December 4, 2024[164]. - The company plans to extend the business combination period to June 4, 2024, with monthly deposits of $35,000 into the Trust Account[180]. - If the business combination is not consummated by June 4, 2024, the company may face mandatory liquidation and dissolution[181]. Financial Performance and Position - For the three months ended March 31, 2024, the company reported a net loss of $123,223, with general and administrative expenses of $324,777 and interest income of $251,663 from the Trust Account[167]. - As of March 31, 2024, the company held marketable securities in the Trust Account amounting to $19,578,086, which are invested in U.S. government securities[179]. - As of March 31, 2024, the company had cash of $8,051 and a working capital deficit of $2,575,228[180]. - The company has not generated any operating revenues to date and does not expect to do so until after completing an initial business combination[166]. - The company has significant professional costs associated with remaining a publicly traded entity and pursuing a business combination[181]. IPO and Transaction Costs - The company completed its IPO on April 4, 2022, raising gross proceeds of $100,000,000 from the sale of 10,000,000 Public Units at $10.00 each[168]. - The company has incurred $8,365,339 in transaction costs related to the IPO, including $2,875,000 in underwriting fees[172]. - The underwriters received a cash underwriting discount of $2,875,000 upon the closing of the IPO, with an additional $4,312,500 payable for deferred underwriting commissions[193]. - Offering costs related to the IPO include underwriting, legal, and accounting expenses, charged to stockholders' equity upon IPO completion[216]. Promissory Notes and Financial Agreements - On August 29, 2023, the Company issued an unsecured, non-interest bearing promissory note of $150,000 to the Sponsor, convertible into shares at $10.00 per share upon the Business Combination[188]. - On September 25, 2023, the Company issued another unsecured, non-interest bearing promissory note of $120,000 to the Sponsor, also convertible at $10.00 per share upon the Business Combination[189]. - On November 27, 2023, the Company issued a third unsecured, non-interest bearing promissory note of $400,000 to the Sponsor, convertible at $10.00 per share upon the Business Combination[190]. - The Company will pay Chardan $4,312,500 in deferred IPO underwriting commissions upon the closing of the Merger[195]. - Del Mar will receive 240,000 shares valued at $2,400,000 as compensation for financial advisory services upon the closing of the business combination[196]. Legal and Compliance Matters - The Company has deferred legal fees of approximately $1.5 million as of March 31, 2024, related to legal advisory services contingent on the completion of a Business Combination[197]. - The Company has classified its common stock subject to possible redemption as temporary equity, reflecting certain redemption rights outside of its control[214]. - The Company accounts for its convertible promissory notes as debt at cash proceeds on the balance sheet effective May 15, 2023, following an amendment to the conversion feature[209]. - The Company has entered into an administrative services agreement to pay the Sponsor $10,000 per month for support services, ceasing payments upon the completion of the initial business combination[192]. - The Company complies with FASB ASC 260 for calculating net income (loss) per share, considering undistributed income (loss) allocable to redeemable and non-redeemable shares[215]. Miscellaneous - The sponsor agreed to deposit $360,000 for the initial three-month extension and $120,000 per month for each subsequent one-month extension[161]. - The Company, as a smaller reporting company, is not required to disclose market risk information[217].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number: 001-41340 REDWOODS ACQUISITION CORP. (Exact name of registrant as specified in its charter) | --- | --- | |--------- ...