As filed with the Securities and Exchange Commission on December 5, 2025 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (State or other jurisdiction of incorporation or organization) Delaware 2836 86-2727441 (Primary Standard Industrial Classification Code) KLOTHO NEUROSCIENCES, INC. (Exact name of registrant as specified in its charter) (I.R.S. Employer Identification No.) 1300 South Boulevard, Suite D Charlot ...

As filed with the Securities and Exchange Commission on December 5, 2025 Registration No. 333- REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KLOTHO NEUROSCIENCES, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 2836 86-2727441 (Primary Standard Industrial Classification Code) (I.R.S. Employer Identification No.) 1300 South Boulevard, Suite D Charlotte, NC 28203 Telephone: (833) 931-6330 (Address and telephone numbe ...

Core Viewpoint - JFB Construction Holdings has entered into a PIPE financing agreement with American Ventures LLC, expected to generate approximately $43.895 million in gross proceeds for the company [1]. Financing Details - The company plans to utilize $12 million of the net proceeds to retire Class B Common Stock owned by CEO Joseph F. Basile III, with the remaining funds allocated for general corporate operating expenses [2]. - Under the securities purchase agreement, JFB is selling 4,389,500 shares of Series C Convertible Preferred Stock, convertible into 8,068,933 shares of common stock at a conversion price of $5.44 per share [3]. - The offering includes 8,068,933 Common Warrants A and 8,068,933 Common Warrants B, both exercisable immediately, with exercise prices of $5.75 and $6.25 respectively, expiring three years from issuance [4]. Regulatory Information - The securities offered in the private placement have not been registered under the Securities Act of 1933 and are available only to accredited investors [5]. Company Overview - JFB Construction Holdings specializes in real estate development and construction across various sectors, including hospitality, commercial, industrial, and residential properties [1][7]. - The company has extensive experience in building multifamily communities, shopping centers, and other commercial projects, totaling over 2 million square feet [7]. - JFB has built a strong reputation based on client trust, with most projects acquired through referrals and repeat customers, operating in 36 U.S. states [8].

Core Viewpoint - Titan Pharmaceuticals, Inc. has completed a private placement of Series C Convertible Preferred Stock with Blue Harbour Asset Management for a total of $600,000, with a conversion price set at $3.40 [1] Group 1: Private Placement Details - Blue Harbour purchased 60,000 shares of Preferred Stock for an aggregate purchase price of $600,000 [1] - The shares have a conversion price of $3.40 [1] - The transaction does not involve a public offering and has not been registered under the Securities Act of 1933 [3] Group 2: Ownership and Conversion Restrictions - The Certificate of Designations includes a beneficial ownership conversion "blocker" preventing Blue Harbour from acquiring more than 19.99% of the Company's outstanding common stock without shareholder approval [2] Group 3: Advisory and Agreements - ARC Group Ltd. served as the sole financial advisor to Titan in this private placement [4] - Titan and Blue Harbour have entered into a Registration Rights Agreement, which provides certain registration rights under specified conditions [3]