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) | --- | --- | |--------- ...

Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $290,145, compared to a net income of $731,121 for the same period in 2022[156]. - For the nine months ended September 30, 2023, the company had a net income of $1,257,210, an increase from $517,286 for the same period in 2022[157]. - The company generated non-operating income of $741,827 from interest earned on investments held in the Trust Account for Q3 2023[156]. - The company incurred franchise tax expenses of $33,000 for Q3 2023, compared to $39,300 in Q3 2022[156]. Business Combination and Acquisition Plans - The company plans to acquire ANEW Medical, Inc. for an implied equity value of $60,000,000, with additional contingent shares based on stock performance[147]. - The company extended the deadline to consummate a business combination from April 4, 2023, to December 4, 2024, with monthly extensions costing $35,000 each[145][146]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans[140]. - The company has incurred significant professional costs to remain publicly traded and expects to continue incurring transaction costs related to the business combination[169]. Shareholder and Redemption Information - An aggregate of 3,636,456 shares with a redemption value of approximately $39,255,410 were tendered for redemption during the special meeting on November 13, 2023[145]. - A total of 6,103,350 shares were tendered for redemption at a total redemption amount of $63,169,451, averaging $10.35 per share[162]. - The company has issued multiple unsecured, non-interest bearing promissory notes to the Sponsor, totaling up to $1,260,000, which can be converted into shares upon business combination[171][172][174][175][176]. Financial Position and Assets - As of September 30, 2023, the Trust Account held marketable securities valued at $57,811,916, which are primarily invested in U.S. government securities[167]. - As of September 30, 2023, the company reported a working capital deficit of $755,526, excluding redemptions payable to public stockholders[168]. - As of September 30, 2023, the assets held in the Trust Account were primarily in cash and U.S. Treasury securities, with fair values determined using Level 1 measurements[183]. - The fair value of the Company's financial instruments approximates the carrying amounts on the consolidated balance sheet, with cash and cash equivalents estimated to approximate carrying values as of September 30, 2023[188]. IPO and Offering 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[158]. - An additional 1,500,000 Public Units were sold through the over-allotment option, generating gross proceeds of $15,000,000[159]. - The company incurred transaction costs of $8,365,339 related to the IPO, including $2,875,000 in underwriting fees and $4,312,500 in deferred underwriting fees[161]. - Offering costs related to the IPO were charged to stockholders' equity upon completion, allocated between public shares and public rights based on relative fair values[200]. Accounting and Internal Controls - The Company accounts for its Public Warrants as equity and Private Warrants as liabilities, with changes in estimated fair value recognized as non-cash gains or losses[196]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, with adjustments made to the carrying value as changes occur[197]. - The Company has conducted an evaluation of its disclosure controls and procedures as of September 30, 2023, concluding that they were effective during the reporting period[202]. - There has been no change in the internal control over financial reporting that materially affected the Company during the quarter ended September 30, 2023[203]. - The Company complies with FASB ASC 260 for net income (loss) per share calculations, allocating undistributed income (loss) between redeemable and non-redeemable shares[199]. Miscellaneous - The Company amended the conversion feature of its convertible promissory notes on May 15, 2023, resulting in a reclassification of these notes as debt at cash proceeds on the balance sheet[191]. - The Company granted Chardan a right of first refusal for future public and private equity offerings for a period of 18 months after the initial business combination[181]. - The company has no off-balance sheet arrangements as of September 30, 2023, and does not participate in transactions with unconsolidated entities[170].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Units RWODU The Nasdaq Stock Market LLC Common Stock RWOD The Nasdaq Stock Market LLC Warrants RWODW The Nasdaq Stock Market LLC Rights RWODR The Nasdaq Stock Market LLC FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Units RWODU The Nasdaq Stock Market LLC Common Stock RWOD The Nasdaq Stock Market LLC Warrants RWODW The Nasdaq Stock Market LLC Rights RWODR The Nasdaq Stock Market LLC FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 1 ...

Financial Performance - For the year ended December 31, 2022, the company reported a net income of $1,233,352, which included interest earned of $1,656,478 and a change in fair value of warrant liabilities of $555,917[61]. - The company had cash of $340,962 and working capital of $299,788 as of December 31, 2022, excluding income tax and franchise tax payable[68]. IPO Details - 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[62]. - An additional 1,500,000 Public Units were sold through an over-allotment option, generating gross proceeds of $15,000,000[63]. - The company incurred total transaction costs of $8,365,339 related to the IPO, including $2,875,000 in underwriting fees and $4,312,500 in deferred underwriting fees[66]. - Offering costs related to the IPO were charged to stockholders' equity upon completion, allocated based on the relative fair values of public shares, warrants, and rights[86]. Trust Account and Business Combination - As of December 31, 2022, the Trust Account held marketable securities valued at $117,806,478, consisting of U.S. government securities[67]. - The company plans to utilize funds from the Trust Account primarily for acquiring a target business and covering related expenses[67]. - The company has until April 4, 2023, to complete a Business Combination, or it will face mandatory liquidation[69]. Debt and Financial Obligations - The company has no long-term debt or capital lease obligations as of the reporting date[71]. - The company is subject to a 1% excise tax on stock repurchases after December 31, 2022, which may affect the attractiveness of business combinations[92]. Regulatory and Compliance Matters - The company is considered a "foreign person" under CFIUS regulations, which may limit potential business combination opportunities and require mandatory filings[93]. - The company evaluated its disclosure controls and procedures as effective as of December 31, 2022[101]. - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, providing only reasonable assurance[102]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the company's internal controls[103]. Accounting and Reporting - The company accounts for public warrants as equity and private warrants as liabilities, with the assessment conducted at issuance and quarterly thereafter[82][83]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, with adjustments recognized immediately[84]. - The company reported compliance with FASB ASC 260 for net income (loss) per share, allocating undistributed income based on the weighted average number of shares outstanding[85]. - As an emerging growth company, the company is allowed to delay the adoption of new accounting standards, which may affect comparability with non-emerging growth companies[98][99]. Administrative Agreements - The company has entered into an administrative services agreement to pay the Sponsor $10,000 per month for support services[73]. Off-Balance Sheet Arrangements - The company has no off-balance sheet arrangements as of December 31, 2022[97].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 New York, NY 10010 (Address of principal executive offices) For the transition period from to (Exact name of registrant as specified in its charter) (646) 916-5315 Delaware 86-2727441 ( ...