Revenue - Klotho Neurosciences, Inc. reported no revenue for the three months ended September 30, 2025 and 2024[114]. Operating Expenses - Operating expenses decreased to $1,853,304 for the three months ended September 30, 2025, down from $2,870,932 in the same period of 2024, a reduction of approximately 35.4%[115]. - For the nine months ended September 30, 2025, operating expenses increased to $5,333,124, up from $3,688,584 in 2024, an increase of approximately 44.6%[118]. Net Loss - The net loss for the three months ended September 30, 2025 was $2,895,585, compared to a net loss of $2,959,426 for the same period in 2024, reflecting a decrease of about 2.2%[116]. - The net loss for the nine months ended September 30, 2025 was $9,222,798, compared to $4,083,109 for the same period in 2024, representing an increase of approximately 126.3%[119]. Cash Flow - Net cash used in operating activities for the nine months ended September 30, 2025 was $4,610,390, compared to $2,002,358 in 2024, an increase of approximately 130.5%[121]. - Cash and cash equivalents as of September 30, 2025 were $7,348,034, with an accumulated deficit of approximately $19.8 million[127]. - Net cash provided by financing activities for the nine months ended September 30, 2025 was $11,894,683, significantly higher than $2,173,942 in 2024[123][124]. Future Outlook - The Company expects to continue incurring significant professional costs to remain publicly traded and requires additional working capital funding to execute its business plans[125][127]. - Klotho Neurosciences, Inc. has no off-balance sheet arrangements as of September 30, 2025[128].

PART I. FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=ITEM%201.%20Financial%20Statements) Unaudited financial statements show increased assets from financing, higher net losses, and 'going concern' uncertainty [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Balance sheets show significant financial strengthening by June 30, 2025, with total assets growing to $10.8 million and equity to $10.7 million, driven by cash increase Condensed Consolidated Balance Sheet Highlights (Unaudited) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $8,430,946 | $63,741 | | Total current assets | $8,546,332 | $157,811 | | Total assets | $10,845,886 | $2,457,365 | | **Liabilities & Equity** | | | | Total current liabilities | $62,962 | $1,247,534 | | Total liabilities | $195,409 | $1,272,020 | | Total stockholders' equity | $10,650,477 | $1,185,345 | [Unaudited Condensed Consolidated Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Pre-revenue company's net loss significantly increased for both three and six months ended June 30, 2025, driven by higher operating and interest expenses Comparison of Operations (Unaudited) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total operating expenses | $1,892,852 | $395,607 | $3,479,820 | $817,652 | | Net operating loss | $(1,892,852) | $(395,607) | $(3,479,820) | $(817,652) | | Net loss | $(4,093,231) | $(451,639) | $(6,327,213) | $(1,123,683) | | Net loss per share | $(0.12) | $(0.03) | $(0.21) | $(0.07) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash position dramatically improved by $8.37 million for six months ended June 30, 2025, primarily from $11.89 million in financing activities Cash Flow Summary for the Six Months Ended June 30 | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(3,522,178) | $(929,399) | | Net cash used in investing activities | $0 | $(123,497) | | Net cash provided by financing activities | $11,889,383 | $1,895,424 | | **Net Change in Cash** | **$8,367,205** | **$842,528** | | Cash - End of period | $8,430,946 | $845,336 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail business, accounting policies, and significant doubt about going concern due to recurring losses, covering equity transactions and subsequent FDA Orphan Drug Designation - The company develops medicines for chronic diseases, including cancer and neurodegenerative disorders, and recently changed its name from ANEW Medical, Inc. to Klotho Neurosciences, Inc. to reflect its strategic focus[19](index=19&type=chunk)[21](index=21&type=chunk) - Management has **substantial doubt about the Company's ability to continue as a going concern** for the next twelve months due to significant operating losses, negative cash flows, and the need to raise additional capital[30](index=30&type=chunk) - During Q2 2025, holders of common stock warrants exercised **11.0 million warrants** for gross proceeds of **$11.4 million** after the company initiated an inducement program, reducing the exercise price from **$3.49** to **$1.35**[89](index=89&type=chunk) - Subsequent to the quarter end, on July 3, 2025, the **FDA granted Orphan Drug Designation** to the company's gene therapy candidate **KLTO-202** for the treatment of **ALS**[105](index=105&type=chunk) - The company **regained compliance with Nasdaq listing requirements** on July 14, 2025, after receiving deficiency notices in 2024 regarding minimum market value and bid price[97](index=97&type=chunk)[100](index=100&type=chunk)[109](index=109&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses increased operating expenses and net loss for H1 2025, improved liquidity from financing, but reiterates substantial doubt about going concern without additional funding [Results of Operations](index=27&type=section&id=Results%20of%20Operations) Company reported no revenue, with operating expenses increasing to $3.5 million and net loss widening to $6.3 million for H1 2025, driven by higher professional fees, G&A, and R&D Comparison of Operating Results | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $0 | $0 | $0 | $0 | | Operating Expenses | $1,892,852 | $395,607 | $3,479,820 | $817,652 | | Net Loss | $4,093,231 | $451,639 | $6,327,213 | $1,123,683 | [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) Cash increased to $8.4 million by June 30, 2025, due to $11.9 million from financing activities, but recurring losses still raise substantial doubt about going concern - Cash position increased to **$8.4 million** as of June 30, 2025, primarily due to **$11.9 million** raised from financing activities in the first six months of the year[128](index=128&type=chunk)[130](index=130&type=chunk) - The company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities to continue operations, and without it, there is **substantial doubt about its ability to continue as a going concern**[131](index=131&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=29&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is not required to provide disclosures for this item as it qualifies as a smaller reporting company - As a smaller reporting company, Klotho Neurosciences is not required to make disclosures under this item[135](index=135&type=chunk) [Controls and Procedures](index=30&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were ineffective as of June 30, 2025, due to material weaknesses like inadequate accounting resources and lack of segregation of duties - Management concluded that disclosure controls and procedures were **ineffective** as of the end of the reporting period[136](index=136&type=chunk) - The ineffectiveness is due to **material weaknesses** related to **inadequate accounting resources** and a **lack of segregation of duties**, stemming from the company's small size[137](index=137&type=chunk) - There were no changes in internal controls during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[143](index=143&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=31&type=section&id=ITEM%201.%20Legal%20Proceedings) The company reported no legal proceedings during the period - None[146](index=146&type=chunk) [Risk Factors](index=31&type=section&id=ITEM%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide disclosures under this item - As a smaller reporting company, disclosures under this item are not required[147](index=147&type=chunk) [Other Information](index=31&type=section&id=ITEM%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement during the quarter[151](index=151&type=chunk) [Exhibits](index=31&type=section&id=ITEM%206.%20Exhibits) This section lists exhibits filed as part of the Quarterly Report, including officer certifications and Inline XBRL documents - The report includes various exhibits, such as officer certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL data files (101 series)[153](index=153&type=chunk)

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents Klotho Neurosciences, Inc.'s unaudited condensed consolidated financial statements and management's analysis for the period ended March 31, 2025 [Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) Klotho Neurosciences, Inc.'s unaudited financial statements as of March 31, 2025, reveal increased net loss, higher liabilities from new debt, and a going concern warning [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$2.99 million**, liabilities grew to **$2.35 million** due to notes payable, and stockholders' equity decreased to **$0.64 million** Condensed Consolidated Balance Sheet Summary (Unaudited) | Account | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $565,869 | $63,741 | | Total current assets | $687,712 | $157,811 | | Total assets | $2,987,266 | $2,457,365 | | **Liabilities & Equity** | | | | Total current liabilities | $2,337,586 | $1,247,534 | | Total liabilities | $2,348,557 | $1,272,020 | | Total stockholders' equity | $638,709 | $1,185,345 | | Total liabilities and stockholders' equity | $2,987,266 | $2,457,365 | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a **net loss of $2.23 million** for Q1 2025, significantly higher than the prior year, driven by increased operating and interest expenses Statement of Operations Summary (Unaudited) | Account | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :--- | :--- | :--- | | Total operating expenses | $1,586,968 | $672,045 | | Net operating loss | $(1,586,968) | $(672,045) | | Interest Expense | $(553,937) | $0 | | **Net loss** | **$(2,233,982)** | **$(672,044)** | | Net loss per share (Basic and Diluted) | $(0.08) | $(0.04) | | Weighted average common shares outstanding | 27,523,678 | 15,130,393 | [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20%28Deficit%29) Stockholders' equity decreased to **$0.64 million** by March 31, 2025, primarily due to a **$2.23 million net loss**, partially offset by equity issuances - Key activities impacting stockholders' equity in Q1 2025 included **$495,500** in share-based compensation, **$466,169** from issuing shares for note conversions, and **$679,577** related to equity warrants issued with convertible debt, offset by a net loss of **$2,233,982**[12](index=12&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities surged to **$1.55 million**, offset by **$2.06 million** from financing, resulting in a **$0.5 million** net cash increase Cash Flow Summary (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,553,747) | $(21,976) | | Net cash (used in) provided by investing activities | $0 | $(123,496) | | Net cash provided by financing activities | $2,055,875 | $175,000 | | **Net change in cash** | **$502,128** | **$29,528** | | Cash - End of period | $565,869 | $32,336 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's business, reverse merger, a significant going concern warning, new debt, a planned acquisition, and Nasdaq non-compliance - The company's business involves developing medicines for cancer, cardiovascular, and neurodegenerative disorders through licensed platforms and proprietary gene therapy, having completed a reverse merger with Redwoods Acquisition Corp. on June 21, 2024, and subsequently changing its name to Klotho Neurosciences, Inc.[17](index=17&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) - There is substantial doubt about the Company's ability to continue as a going concern, with cash of approximately **$566,000** and an accumulated deficit of **$12.8 million** as of March 31, 2025, requiring additional funding to continue operations[30](index=30&type=chunk) - The company entered into a Share Exchange Agreement to acquire SB Security Holdings, LLC, an internet-connected video doorbell service company, in exchange for **90%** of the company's post-acquisition shares on a fully-diluted basis, subject to stockholder and Nasdaq approval[93](index=93&type=chunk) - The company received multiple delinquency notices from Nasdaq for non-compliance with minimum Market Value of Publicly Held Shares, Market Value of Listed Securities, and minimum bid price rules, with continued listing contingent upon completing the acquisition of SB Security Holdings, LLC by August 13, 2025[94](index=94&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the increased **$2.23 million net loss** to higher operating expenses and reiterates substantial doubt about the company's going concern status Comparison of Results of Operations | Metric | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :--- | :--- | :--- | | Operating Expenses | $1,586,968 | $672,045 | | Net Loss | $2,233,982 | $672,044 | - Net cash used in operating activities increased significantly to **$1.55 million** in Q1 2025 from **$22,000** in Q1 2024, primarily due to expenses related to the business combination and ongoing operations[116](index=116&type=chunk) - The company's ability to continue as a going concern is in substantial doubt, with cash of approximately **$566,000** and an accumulated deficit of **$12.8 million** as of March 31, 2025, requiring additional funding to sustain operations[120](index=120&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=28&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is a smaller reporting company and is not required to provide disclosures for this item - As a smaller reporting company, disclosures under this item are not required[124](index=124&type=chunk) [Controls and Procedures](index=28&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were ineffective due to material weaknesses in accounting resources and segregation of duties - Management concluded that disclosure controls and procedures were ineffective as of the end of the period[125](index=125&type=chunk) - Material weaknesses were identified due to inadequate accounting resources and a lack of segregation of duties, leading to the conclusion that internal controls over financial reporting were ineffective[126](index=126&type=chunk)[131](index=131&type=chunk) [PART II. OTHER INFORMATION](index=30&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides other required information, including legal proceedings, risk factors, equity sales, defaults, mine safety, and exhibits [Legal Proceedings](index=30&type=section&id=ITEM%201.%20Legal%20Proceedings) The company reported no legal proceedings - None[135](index=135&type=chunk) [Risk Factors](index=30&type=section&id=ITEM%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide disclosures for this item - As a smaller reporting company, disclosures under this item are not required[136](index=136&type=chunk) [Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=30&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities,%20Use%20of%20Proceeds,%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company reported no unregistered sales of equity securities, use of proceeds, or issuer purchases of equity securities for the period - None[137](index=137&type=chunk) [Defaults Upon Senior Securities](index=30&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[138](index=138&type=chunk) [Mine Safety Disclosures](index=30&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[139](index=139&type=chunk) [Other Information](index=30&type=section&id=ITEM%205.%20Other%20Information) During the quarter, none of the company's directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No directors or officers adopted or terminated Rule 10b5-1 trading arrangements during the quarter ended March 31, 2025[140](index=140&type=chunk) [Exhibits](index=30&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits filed as part of the quarterly report, including certifications by the CEO and CFO, and XBRL data files

Financial Performance - Klotho Neurosciences, Inc. reported no revenue for the years ended December 31, 2024 and 2023 [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, reflecting a significant increase in losses [292]. Operating Expenses - Operating expenses increased to $5,540,236 in 2024 from $631,322 in 2023, a rise of 778% primarily due to increased stock-based compensation and business combination expenses [291]. - The company has incurred significant professional costs to maintain its status as a publicly traded entity and anticipates continued high expenses related to its business operations [298]. Cash Flow - Net cash used in operating activities rose to $2,946,512 in 2024 from $446,916 in 2023, indicating increased operational costs [295]. - Net cash used in investing activities was $123,497 in 2024, compared to net cash provided of $23,582 in 2023, reflecting a cash outflow due to license acquisitions [296]. - Net cash provided by financing activities was $3,130,942 in 2024, a substantial increase from $350,000 in 2023, driven by proceeds from the business combination and other financing [297]. Financial Position - Current assets as of December 31, 2024 were $157,811, while current liabilities were $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, raising concerns about its ability to continue as a going concern [299]. Business Focus - Klotho Neurosciences, Inc. is focused on developing essential medicines for chronic diseases, including cancer and neurodegenerative disorders, utilizing a proprietary gene therapy platform [285].

Core Insights - ANEW MEDICAL, INC. has commenced trading on the NASDAQ Global Market under the ticker symbols "WENA" for common shares and "WENAW" for warrants [1][2] - The company focuses on developing novel disease-modifying therapies for neurological and age-related disorders, leveraging a management team with extensive experience in therapy development [2][3] - ANEW holds exclusive worldwide rights to develop and commercialize proprietary product platforms based on the secreted Klotho protein, which has potential applications in treating age-related diseases such as Alzheimer's and ALS [3] Company Overview - ANEW specializes in diagnostics and therapies targeting central nervous system diseases, utilizing cell and gene therapies to address conditions like Alzheimer's disease and neuromuscular diseases [3] - The company is evaluating additional core technology platforms for future development and commercialization [3] - The CEO emphasized the company's commitment to creating long-term shareholder value through strategic capital allocation and industry-specific growth strategies [5]

Company Overview - ANEW MEDICAL, INC. is a biopharmaceutical technology company focused on developing disruptive therapies for central nervous system and neurodegenerative diseases [2][6] - The company specializes in patented, novel disease-modifying technologies, including protein, gene, and cell therapies for age-related disorders such as Alzheimer's and Parkinson's Disease [6] Business Combination - ANEW MEDICAL, INC. has completed a business combination with Redwoods Acquisition Corp., resulting in the combined entity being named "ANEW MEDICAL, INC." [2][3] - The shares and warrants of the combined company are expected to begin trading on the Nasdaq Global Market under the tickers "WENA" and "WENAW" respectively [1][2] Leadership Comments - Dr. Joseph Sinkule, Founder and CEO of ANEW, expressed gratitude towards RWOD personnel and advisors for their efforts in completing the business combination and emphasized the company's access to a larger international investor pool [3] - Jiande Chen, CEO of RWOD, highlighted the potential of ANEW in developing gene therapies for neurodegenerative diseases and aging-related conditions [4] Key Technologies and Assets - ANEW holds worldwide rights to several platform technologies, including a library of melanocortin peptides and a patented medical device called Nanoject™, designed for safe and painless self-injection of various medications [6] - The company aims to announce several key milestones achieved over the past year in the development of its major platform technologies [3]

Business Combination - The company entered into a business combination agreement with ANEW Medical, Inc., valuing ANEW at an implied equity value of $60 million[149]. - Upon closing of the merger, the company will issue 2 million contingent consideration shares if the stock price reaches $12.50 for 10 trading days within 3 years[151]. - The company extended the termination date of the business combination agreement to March 4, 2024, and subsequently to June 4, 2024[156][158]. - The company plans to close the business combination transaction as soon as possible, subject to closing conditions[157]. - Stockholders approved the business combination proposal at a special meeting, with 4,189,027 shares represented, and 1,739,776 shares were elected for redemption[177]. - The company has extended the deadline to consummate a business combination to December 4, 2024, allowing for up to twelve monthly extensions at a cost of $35,000 each[176]. Financial Performance - As of March 31, 2024, the company reported a net loss of $123,223, primarily due to general and administrative expenses of $324,777 and income tax expense of $49,069, offset by interest income of $251,663 from the Trust Account[168]. - The company has a working capital deficit of $2,575,228 as of March 31, 2024, with cash on hand of only $8,051[179]. - The company incurred significant professional costs to remain publicly traded and expects to continue incurring transaction costs related to the business combination[180]. IPO and Trust Account - The company completed its IPO on April 4, 2022, raising gross proceeds of $100 million from the sale of 10,000,000 Public Units at $10.00 each[169]. - A total of $116,150,000 was placed in a Trust Account for the benefit of public stockholders, with transaction costs amounting to $8,365,339[172]. - As of March 31, 2024, the company held marketable securities in the Trust Account valued at $19,578,086, which are invested in U.S. government securities[178]. - An aggregate of 6,103,350 shares with a redemption value of $63,169,451 were tendered for redemption during the extension meeting[162]. Sponsor and Promissory Notes - The sponsor deposited $360,000 into the trust account to extend the business combination deadline from April 4, 2023, to July 4, 2023[163]. - The company issued multiple unsecured, non-interest bearing promissory notes to the Sponsor, totaling up to $1,230,000, which are payable upon the closing of the business combination[182][183][185][186]. - On September 25, 2023, the Company issued an unsecured, non-interest bearing promissory note of $120,000 to the Sponsor, convertible into shares at $10.00 per share upon the Business Combination[187]. - On November 27, 2023, the Company issued another unsecured, non-interest bearing promissory note of $400,000 to the Sponsor, also convertible at $10.00 per share upon the Business Combination[188]. Underwriting and Advisory Fees - The underwriters received a cash underwriting discount of $0.25 per unit, totaling $2,875,000, upon the IPO closing, with an additional deferred commission of $4,312,500 payable upon the completion of the initial business combination[191]. - Del Mar Global Advisors Limited will receive 240,000 shares valued at $2,400,000 as compensation for financial advisory services upon the closing of the business combination[194]. - As of March 31, 2024, the Company had deferred legal fees of approximately $1.5 million related to legal advisory services, contingent upon the completion of a Business Combination[195]. Financial Instruments and Equity - The fair value of the Company's financial instruments approximates the carrying amounts in the balance sheet, with cash and cash equivalents estimated to approximate carrying values due to short maturities[199]. - The Company accounts for its convertible promissory notes as debt at cash proceeds on the balance sheet, following amendments to the conversion feature[203]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, with changes recognized immediately[208]. - The Company complies with FASB ASC 260 for net income (loss) per share calculations, allocating undistributed income (loss) between redeemable and non-redeemable shares[209]. - Offering costs primarily included underwriting, legal, accounting, and other expenses related to the IPO, charged to stockholders' equity upon completion[210]. - The company allocates offering costs between public shares and public rights based on their relative fair values[210]. - As a smaller reporting company, the company is not required to make disclosures regarding market risk[211].

Company Structure and Operations - The company is a special purpose acquisition company (SPAC) with no business operations and has not faced significant cybersecurity risks since its Initial Public Offering[12]. - The company does not intend to have any full-time employees prior to the consummation of a business combination[33]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial business combination[120]. - The company has not encountered any material litigation or legal proceedings that could adversely affect its financial condition[14]. Business Combination Plans - The company has until December 4, 2024, to complete its initial business combination, with the option to extend this deadline by depositing $35,000 per month for up to twelve months[25]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the trust account balance at the time of signing a definitive agreement[23]. - The company intends to structure its initial business combination so that the post-transaction entity will own or acquire 100% of the equity interests or assets of the target business[28]. - The company aims to focus on the carbon neutral and energy storage industries for its initial business combination, with a target enterprise value of approximately $250 million to $1 billion[44]. - The Company entered into a business combination agreement with ANEW Medical, Inc., with the merger expected to close by June 4, 2024[111][116]. - The Company plans to close the business combination transaction as soon as possible and will continue to accept reversal of redemption requests until closing[119]. Financial Performance and Position - For the year ended December 31, 2023, the company reported a net income of $1,346,125, with general and administrative expenses of $1,225,241 and interest earned on investments of $3,364,038[101]. - As of December 31, 2023, the company held marketable securities in the Trust Account amounting to $19,256,423, which are invested in U.S. government securities[105]. - As of December 31, 2023, the Company had cash of $172,535 and a working capital deficit of $2,113,550[125]. - For the year ended December 31, 2022, the Company reported a net income of $1,233,352, primarily from interest earned on investments in the Trust Account[121]. - The Company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[40]. - The company plans to retain all earnings for business operations and does not anticipate declaring any dividends in the foreseeable future[40]. Capital Structure and Funding - The company raised gross proceeds of $100 million from its IPO by selling 10 million public units at $10.00 each, with an additional $15 million from the over-allotment option[70][71]. - Transaction costs related to the IPO amounted to approximately $8.4 million, including $2.9 million in underwriting fees and $4.3 million in deferred underwriting fees[59]. - The Company has a promissory note of up to $150,000 to the Sponsor, payable upon the closing of the Business Combination or liquidation[107]. - The Company issued unsecured, non-interest bearing promissory notes totaling $1,020,000 to the Sponsor for transaction costs related to the Business Combination[134][127][128]. - A total of $1,540,000 was outstanding under promissory notes as of December 31, 2023, compared to $0 in 2022[140]. - The Company has granted underwriters a 45-day option to purchase up to 1,500,000 additional Public Units, generating gross proceeds of $15,000,000 from the over-allotment option[103]. Management and Strategy - The management team includes experienced professionals with backgrounds in high technology, consumer goods, and financial services, providing the necessary expertise for successful business combinations[43]. - The company has identified strong management teams and defensible market positions as key criteria for evaluating prospective target companies[45][46]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing an initial business combination[60]. Market and Regulatory Environment - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[30]. - The company is also a "smaller reporting company," which allows for reduced disclosure obligations, including providing only two years of audited financial statements[32]. - The ongoing Russia/Ukraine conflict and recent military actions in the Middle East may adversely affect the Company's ability to consummate a Business Combination[209]. - Uncertainties in global markets due to military conflicts could materially impact the Company's ability to complete a business combination and the value of its securities[210].

Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $290,145, with interest earned on investments in the Trust Account amounting to $741,827[147]. - For the nine months ended September 30, 2023, the company had a net income of $1,257,210, with interest earned on investments in the Trust Account totaling $2,854,119[148]. - The company incurred general and administrative expenses of $259,227 for the three months ended September 30, 2023, compared to $140,426 for the same period in 2022[147]. - The company incurred franchise tax expenses of $33,000 for the three months ended September 30, 2023[147]. - The company reported an increase in fair value of warrant liabilities of $10,600 for the three months ended September 30, 2023[147]. - As of September 30, 2023, the company reported a working capital deficit of $755,526, excluding redemptions payable to public stockholders[158]. Business Combination - The company extended the deadline for consummating a business combination from April 4, 2023, to July 4, 2023, and further extended it to December 4, 2023, with a total of 6,103,350 shares redeemed for $63,169,451[131]. - The company entered into a business combination agreement with ANEW Medical, Inc., valuing ANEW at an implied equity value of $60,000,000[137]. - The company plans to issue contingent consideration shares based on achieving specific stock price milestones post-merger, including 2,000,000 shares for a closing price of $12.50[137]. - The company has the ability to extend the business combination deadline up to twelve times for an additional month each time, with a deposit of $35,000 required for each extension[135]. - The company has extended the deadline to consummate a business combination to December 4, 2024, with monthly extension payments of $35,000[156]. IPO and Capital Structure - The company completed its IPO on April 4, 2022, raising gross proceeds of $100 million from the sale of 10,000,000 Public Units at $10.00 each[149]. - An additional 1,500,000 Public Units were sold through the over-allotment option, generating gross proceeds of $15 million[150]. - 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[152]. - The underwriters received a cash underwriting discount of $2,875,000 and deferred commissions of $4,312,500, contingent upon the completion of a business combination[169]. - 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 the business combination[161][162][164][165][166]. Trust Account and Assets - As of September 30, 2023, the Trust Account held marketable securities valued at $57,811,916, which are invested in U.S. government securities[157]. - 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[172]. - The fair values of cash and cash equivalents, and other current assets, are estimated to approximate carrying values as of September 30, 2023, due to short maturities[174]. Accounting Policies - The Company amended the conversion feature of its convertible promissory notes on May 15, 2023, resulting in a reclassification of these notes as debt on the balance sheet[177]. - 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[181]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, with adjustments recognized immediately as they occur[182]. - The Company complies with FASB ASC 260 for net income (loss) per share, allocating undistributed income (loss) between redeemable and non-redeemable shares[184]. - 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[185].

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company reported a net income of $967,065 for the six months ended June 30, 2023, driven by trust account interest, despite a significant asset decrease to $57.2 million and a going concern warning [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $57.2 million from $118.2 million as of June 30, 2023, primarily due to trust account withdrawals, while total liabilities and stockholders' deficit increased Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Cash | $123,722 | $340,962 | | Investments held in Trust Account | $56,950,088 | $117,806,478 | | **Total Assets** | **$57,209,006** | **$118,246,636** | | Total Current Liabilities | $1,351,686 | $506,241 | | **Total Liabilities** | **$6,725,948** | **$4,929,496** | | Common stock subject to possible redemption | $56,528,771 | $117,361,652 | | **Total Stockholders' Deficit** | **($6,045,713)** | **($4,044,512)** | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a net income of $967,065 for the six months ended June 30, 2023, a significant improvement from a net loss in the prior year, primarily due to increased interest income from its Trust Account Statement of Operations Summary (Unaudited) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Loss from operations | ($357,951) | ($232,740) | ($683,705) | ($237,750) | | Interest earned on investment held in Trust Account | $862,224 | $146,397 | $2,112,292 | $146,397 | | **Net Income (Loss)** | **($153,546)** | **($208,826)** | **$967,065** | **($213,836)** | [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $886,472 for the six months ended June 30, 2023, while investing activities provided $63.0 million, primarily from trust account withdrawals for redemptions Cash Flow Summary for the Six Months Ended June 30 (Unaudited) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($886,472) | ($386,623) | | Net cash provided by (used in) investing activities | $62,968,683 | ($116,150,000) | | Net cash provided by (used in) financing activities | ($62,299,451) | $116,979,053 | | **Net change in cash** | **($217,240)** | **$442,430** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's blank check status, the definitive business combination agreement with ANEW Medical, Inc., a going concern uncertainty, and the impact of a new excise tax on stock redemptions - The Company operates as a **blank check company** with no operations as of June 30, 2023[17](index=17&type=chunk)[18](index=18&type=chunk) - A **definitive business combination agreement** was signed with ANEW Medical, Inc. on May 30, 2023, with an implied equity value of **$60 million** plus contingent consideration[34](index=34&type=chunk) - The business combination deadline was extended to **October 4, 2023**, with **6,103,350 shares redeemed** for approximately **$63.2 million** in connection with this extension[24](index=24&type=chunk)[30](index=30&type=chunk) - Management has identified **substantial doubt about the Company's ability to continue as a going concern** due to liquidity concerns and the impending liquidation date[42](index=42&type=chunk) - The Sponsor provided **$870,000 in convertible promissory notes** to fund operations and transaction costs as of June 30, 2023[89](index=89&type=chunk) - An **excise tax liability of $631,696** was recorded due to stock redemptions in March 2023 under the Inflation Reduction Act of 2022[46](index=46&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company, a blank check entity, entered a definitive merger agreement with ANEW Medical, Inc., reported a net income of $967,065 for the first six months of 2023, but faces significant liquidity challenges and a going concern warning - The company operates as a **blank check company** with no operating revenues, focused solely on completing a business combination[115](index=115&type=chunk)[125](index=125&type=chunk) - A **definitive business combination agreement** was executed with ANEW Medical, Inc. on May 30, 2023[119](index=119&type=chunk) Results of Operations Summary | Period | Net Income / (Loss) | Key Driver | | :--- | :--- | :--- | | **Six Months Ended June 30, 2023** | $967,065 | $2,112,292 in interest income | | **Six Months Ended June 30, 2022** | ($213,836) | $146,397 in interest income | - As of June 30, 2023, the company reported **$123,722 in cash** and a **working capital deficit of $646,300**, relying on Sponsor loans for transaction costs[135](index=135&type=chunk) - Management has concluded that the impending business combination deadline and liquidity issues create **substantial doubt about the company's ability to continue as a going concern**[137](index=137&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company, qualifying as a smaller reporting company, is exempt from providing disclosures regarding quantitative and qualitative market risk - The company is **not required to provide disclosures** under this item due to its status as a smaller reporting company[163](index=163&type=chunk) [Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2023, with no material changes in internal control over financial reporting during the quarter - Disclosure controls and procedures were deemed **effective** as of June 30, 2023, following evaluation by principal officers[165](index=165&type=chunk) - No **material changes** in internal control over financial reporting occurred during the quarter ended June 30, 2023[166](index=166&type=chunk) [Part II. Other Information](index=37&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The company has no legal proceedings to report for the period - There are **no legal proceedings** to report[168](index=168&type=chunk) [Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Redwoods Acquisition Corp. is not required to provide disclosures for risk factors - The company is **not required to provide disclosures** under this item due to its status as a smaller reporting company[169](index=169&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds for the period - There were **no unregistered sales of equity securities** to report for the period[170](index=170&type=chunk) [Other Information](index=37&type=section&id=Item%205.%20Other%20Information) The company has no other material information to report for the period - There is **no other information** to report[173](index=173&type=chunk)