UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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, 2026

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

GREENLAND MINES LTD
(Exact name of registrant as specified in its charter)

Delaware |  | 86-2727441
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

1300 South Boulevard, Unit D Charlotte, NC 28203
(Address of principal executive offices) (Zip Code)

(833) 931-6330
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock |  | GRML |  | The Nasdaq Stock Market LLC
Warrants |  | GRMLW |  | The Nasdaq Stock Market LLC

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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☐ | Accelerated filer | ☐
Non-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 for complying 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 20, 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-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

TABLE OF CONTENTS

|  | Page
PART I. FINANCIAL INFORMATION |  | 1
ITEM 1. | Financial Statements |  | 1
| Condensed Consolidated Balance Sheets at March 31, 2026 (Unaudited) and December 31, 2025 |  | 1
| Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 |  | 2
| Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2026 and 2025 |  | 3
| Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 |  | 4
| Notes to Unaudited Condensed Consolidated Financial Statements |  | 5
ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |  | 24
ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk |  | 27
ITEM 4. | Controls and Procedures |  | 28
PART II. OTHER INFORMATION |  | 29
ITEM 1. | Legal Proceedings |  | 29
ITEM 1A. | Risk Factors |  | 29
ITEM 2. | Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities |  | 29
ITEM 3. | Defaults Upon Senior Securities |  | 29
ITEM 4. | Mine Safety Disclosures |  | 29
ITEM 5. | Other Information |  | 29
ITEM 6. | Exhibits |  | 29
SIGNATURES |  | 30

i

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GREENLAND MINES LTD

(formerly known as KLOTHO NEUROSCIENCES, INC.)

CONDENSED CONSOLIDATED BALANCE SHEETS

|  | March 31, 2026 |  |  | December 31, 2025 |
|  | (Unaudited) |  |  |  |
ASSETS |  |  |  |  |  |
Current assets: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 10,002,477 |  |  | $ | 7,176,615 |
Prepaid expenses |  |  | 867,018 |  |  |  | 117,071 |
Other current assets |  |  | 62,147 |  |  |  | - |
Total current assets |  |  | 10,931,642 |  |  |  | 7,293,686 |
Other assets: |  |  |  |  |  |  |  |
Intangibles, net |  |  | 48,670,775 |  |  |  | 2,299,554 |
Other non-current assets |  |  | 134,677 |  |  |  | - |
Total other assets |  |  | 48,805,451 |  |  |  | 2,299,554 |
Total assets |  | $ | 59,737,093 |  |  | $ | 9,593,240 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |
Accounts payable |  | $ | 151,112 |  |  | $ | 44,607 |
Accrued expenses |  |  | 108,086 |  |  |  | 32,157 |
Notes payable to related parties |  |  | 294,541 |  |  |  | - |
Total current liabilities |  |  | 553,739 |  |  |  | 76,764 |
Derivative liability |  |  | 7,714,794 |  |  |  | 53,000 |
Total liabilities |  |  | 8,268,533 |  |  |  | 129,764 |
Commitments and contingencies (Note 10) |  |  |  |  |  |  |  |
STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Preferred stock, par value $0.0001, 100,000,000 shares authorized; 47,940 and 0 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively |  |  | 5 |  |  |  | - |
Common stock, par value $0.0001, 1,000,000,000 shares authorized; 121,238,660 and 72,536,722 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively |  |  | 12,124 |  |  |  | 7,254 |
Common stock to be issued |  |  | - |  |  |  | 516,000 |
Additional paid-in capital |  |  | 86,428,107 |  |  |  | 30,054,695 |
Accumulated deficit |  |  | (34,971,676 | ) |  |  | (21,114,473 | )
Total stockholders’ equity |  |  | 51,468,560 |  |  |  | 9,463,476 |
Total liabilities and stockholders’ equity |  | $ | 59,737,093 |  |  | $ | 9,593,240 |

See accompanying notes to the unaudited condensed consolidated financial statements.

1

GREENLAND MINES LTD

(formerly known as KLOTHO NEUROSCIENCES, INC.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

|  | For the Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |
Operating expenses: |  |  |  |  |  |  |  |
Professional fees |  | $ | 2,978,689 |  |  | $ | 736,686 |
General and administrative |  |  | 6,212,329 |  |  |  | 850,282 |
Research and development |  |  | 321,271 |  |  |  | - |
Total operating expenses |  |  | 9,512,289 |  |  |  | 1,586,968 |
Net operating loss |  |  | (9,512,289 | ) |  |  | (1,586,968 | )
Other income (expense): |  |  |  |  |  |  |  |
Interest expense |  |  | (1,615 | ) |  |  | (553,937 | )
Change in fair value of warrant liability |  |  | (2,314,353 | ) |  |  | 13,515 |
Impairment expense |  |  | (2,045,253 | ) |  |  | - |
Other income |  |  | 16,307 |  |  |  | 10,664 |
Total other income (expense) |  |  | (4,344,915 | ) |  |  | (529,758 | )
Net loss before income taxes |  |  | (13,857,203 | ) |  |  | (2,116,726 | )
Income taxes |  |  | - |  |  |  | - |
Net loss |  | $ | (13,857,203 | ) |  | $ | (2,116,726 | )
Net loss per share: Basic and Diluted |  | $ | (0.15 | ) |  | $ | (0.08 | )
Weighted average common shares outstanding |  |  | 93,729,272 |  |  |  | 27,523,678 |

See accompanying notes to the unaudited condensed consolidated financial statements.

2

GREENLAND MINES LTD

(formerly known as KLOTHO NEUROSCIENCES, INC.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

|  | Common Stock |  |  | Preferred Stock (Series C) |  |  | Additional Paid-in |  |  | Common Stock to be |  |  | Accumulated |  |  | Total Stockholder’s Equity |
|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Issued |  |  | Deficit |  |  | (Deficit) |
Balance, January 1, 2025 |  |  | 27,080,915 |  |  | $ | 2,708 |  |  |  | - |  |  | $ | - |  |  | $ | 11,745,436 |  |  |  | - |  |  | $ | (10,562,799 | ) |  | $ | 1,185,345 |
Share-based compensation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 495,500 |  |  |  | - |  |  |  | - |  |  |  | 495,500 |
Issuance of shares for note payable conversions |  |  | 1,429,717 |  |  |  | 143 |  |  |  | - |  |  |  | - |  |  |  | 466,026 |  |  |  | - |  |  |  | - |  |  |  | 466,169 |
Issuance of equity warrants in connection with convertible debt |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 679,577 |  |  |  | - |  |  |  | - |  |  |  | 679,577 |
Termination of shares issued during merger under FPA agreement |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 46,100 |  |  |  | - |  |  |  | - |  |  |  | 46,100 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (2,116,726 | ) |  |  | (2,116,726 | )
Balance at March 31, 2025 |  |  | 28,510,632 |  |  | $ | 2,851 |  |  |  | - |  |  | $ | - |  |  | $ | 13,432,639 |  |  | $ | - |  |  | $ | (12,679,525 | ) |  | $ | 755,965 |
Balance at January 1, 2026 |  |  | 72,536,722 |  |  | $ | 7,254 |  |  |  | - |  |  | $ | - |  |  | $ | 30,054,695 |  |  | $ | 516,000 |  |  | $ | (21,114,473 | ) |  | $ | 9,463,476 |
Share-based compensation: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
- employee |  |  | 5,000,000 |  |  |  | 500 |  |  |  | - |  |  |  | - |  |  |  | 2,085,430 |  |  |  | - |  |  |  | - |  |  |  | 2,085,930 |
-non-employee |  |  | 9,150,000 |  |  |  | 915 |  |  |  | - |  |  |  | - |  |  |  | 3,536,554 |  |  |  | (516,000 | ) |  |  | - |  |  |  | 3,021,469 |
Termination of shares issued during merger under FPA agreement |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 412,329 |  |  |  | - |  |  |  | - |  |  |  | 412,329 |
Issuance of preferred shares |  |  | - |  |  |  | - |  |  |  | 47,940 |  |  |  | 5 |  |  |  | 47,939,995 |  |  |  | - |  |  |  | - |  |  |  | 47,940,000 |
Issuance of common shares |  |  | 34,551,938 |  |  |  | 3,455 |  |  |  | - |  |  |  | - |  |  |  | 2,399,104 |  |  |  | - |  |  |  | - |  |  |  | 2,402,559 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (13,857,203 | ) |  |  | (13,857,203 | )
Balance at March 31, 2026 |  |  | 121,238,660 |  |  | $ | 12,124 |  |  |  | 47,940 |  |  | $ | 5 |  |  | $ | 86,428,107 |  |  | $ | - |  |  | $ | (34,971,676 | ) |  | $ | 51,468,560 |

See accompanying notes to the unaudited condensed consolidated financial statements.

3

GREENLAND MINES LTD

(formerly known as KLOTHO NEUROSCIENCES, INC.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

|  | For the Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |  |  |  |
Net loss |  | $ | (13,857,203 | ) |  | $ | (2,116,726 | )
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |  |
Changes in fair value of derivative liability |  |  | 2,314,353 |  |  |  | (13,515 | )
Impairment on intangible assets |  |  | 2,045,253 |  |  |  | - |
Interest expense |  |  | 1,615 |  |  |  | 545,882 |
Payments to non-employees related to acquisition |  |  | (535,000 | ) |  |  | - |
Stock-based compensation |  |  | 5,107,399 |  |  |  | 495,500 |
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |
Prepaid expenses |  |  | (749,947 | ) |  |  | (27,773 | )
Accounts payable |  |  | 106,505 |  |  |  | 2,863 |
Accrued expenses |  |  | 75,929 |  |  |  | (431,079 | )
Notes payable to related parties |  |  | 294,541 |  |  |  | (31,000 | )
Other assets |  |  | 225,413 |  |  |  | - |
Other liabilities |  |  | - |  |  |  | 22,101 |
Net cash used in operating activities |  | $ | (4,971,143 | ) |  | $ | (1,553,747 | )
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |  |  |  |  |
Acquisition of mineral rights and exploratory licenses |  |  | (365,324 | ) |  |  | - |
Net cash used in investing activities |  | $ | (365,324 | ) |  | $ | - |
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |  |  |  |  |
Proceeds from sale of securities, net of offering costs |  |  | 7,750,000 |  |  |  | - |
Proceeds from convertible promissory note, net of issuance cost |  |  | - |  |  |  | 2,075,000 |
Payments for deferred financing costs |  |  | - |  |  |  | (25,000 | )
Proceeds from FPA settlement |  |  | 412,329 |  |  |  | 46,100 |
Payments on financed director and officer insurance |  |  | - |  |  |  | (40,225 | )
Net cash provided by financing activities |  | $ | 8,162,329 |  |  | $ | 2,055,875 |
NET CHANGE IN CASH |  |  | 2,825,862 |  |  |  | 502,128 |
Cash - Beginning of period |  |  | 7,176,615 |  |  |  | 63,741 |
Cash - End of period |  | $ | 10,002,477 |  |  | $ | 565,869 |
SUPPLEMENTAL NON-CASH FINANCING AND INVESTING ACTIVITIES: |  |  |  |  |  |  |  |
Note payable settled with issuance of common stock |  | $ | - |  |  | $ | 326,087 |
Interest payable settled with issuance of common stock |  | $ | - |  |  | $ | 22,826 |
Issuance of warrants |  | $ | - |  |  | $ | 679,577 |
Non-cash acquisition of mineral licenses with preferred shares |  | $ | 48,416,474 |  |  | $ | - |
SUPPLEMENTAL CASH FLOW INFORMATION: |  |  |  |  |  |  |  |
Interest Paid |  | $ | - |  |  | $ | - |
Taxes Paid |  | $ | - |  |  | $ | - |

See accompanying notes to the unaudited condensed consolidated financial statements.

4

GREENLAND MINES LTD

(formerly known as KLOTHO NEUROSCIENCES, INC.)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION

Greenland Mines Ltd (the “Company” or “Greenland Mines”), formerly known as Klotho Neurosciences, Inc., consists of two operating divisions: 1) Mining, focused on the exploration and development of the Skaergaard Project in Southeast Greenland, one of the largest undeveloped palladium, gold, and platinum deposits in the world; and 2) Biotech, including the Company’s KLTO-202 primary indication for amyotrophic lateral sclerosis (ALS). Through its recent acquisition of Greenland Mines Corp., the Company holds an 80% interest in the Skaergaard Project, which hosts an NI 43-101 (November 2022) Mineral Resource of 11.4 Moz PdEq Indicated and 14.1 Moz PdEq Inferred. The Company is led by an experienced team of mining, geological, biotech, and capital markets professionals.

As of May 30, 2023, Redwoods Acquisition Corp. (“Redwoods”), a Delaware special purpose acquisition company, entered into a Business Combination Agreement with ANEW Medical, Inc. (“ANEW”), a Wyoming corporation, and related merger subsidiaries, pursuant to which the parties consummated a business combination on June 21, 2024. Following the closing, ANEW continued as the surviving corporation and became a wholly owned subsidiary of Redwoods, and Redwoods changed its name to “ANEW Medical, Inc.” For accounting purposes, the transaction was treated as a reverse acquisition, with ANEW deemed the accounting acquirer and Redwoods treated as the acquired company for financial reporting purposes. Accordingly, the transaction was accounted for as a recapitalization, with the net assets of Redwoods recorded at historical cost and no goodwill or intangible assets recognized. Effective July 24, 2024, the Company changed its legal name from ANEW Medical, Inc. to Klotho Neurosciences, Inc.

On March 4, 2026, the Company entered into an Agreement and Plan of Merger with Greenland Mines Corp., pursuant to which a wholly owned merger subsidiary of the Company was merged with and into Greenland Mines, with Greenland Mines surviving the merger as a wholly owned subsidiary of the Company. Following the closing of the transaction, the Company acquired control of Greenland Mines through this forward merger structure. For accounting purposes, the transaction was evaluated under ASC 805 and determined to represent an asset acquisition, as substantially all of the fair value of the gross assets acquired was concentrated in mineral rights and exploratory licenses. Accordingly, the transaction was accounted for as an asset acquisition, with the purchase price allocated to the acquired assets based on relative fair values and no goodwill recognized.

Effective March 11, 2026, the Company changed its name from Klotho Neurosciences, Inc. to Greenland Mines Ltd.

In connection with the Company’s name change, the stock symbol for the Company’s common stock was changed and the Company’s common stock and warrants began trading under the symbol “GRML” and “GRMLW” on the Nasdaq Capital Market at the start of trading on March 12, 2026. The CUSIP number for the Company’s common stock remains unchanged.

5

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared as if the Company will continue as a going concern. The Company has incurred significant operating losses and negative cash flows from operations since inception. As of March 31, 2026, the Company had cash and cash equivalents of approximately $10.0 million and an accumulated deficit of approximately $35.0 million. The Company has incurred recurring losses, has experienced recurring negative operating cash flows, and requires significant cash resources to execute its business plans. The Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue to execute its development plans and continue operations. Without additional funding, there is substantial doubt about the Company’s ability to continue as a going concern for twelve months from the date of these financial statements.

Basis of Presentation and Principles of Consolidation

The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The Company prepared the Financial Statements, without audit, pursuant to the rules and regulations of the SEC applicable to quarterly reporting on Form 10-Q and reflect, in management’s opinion, all adjustments necessary to present fairly the financial information. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements, prepared in accordance with generally accepted accounting principles, have been consolidated or omitted as permitted by such rules and regulations. These Financial Statements should be read in conjunction with the consolidated financial statements and related notes included in the 2025 Annual Report. Results of operations for interim periods are not necessarily indicative of annual results.

Reclassification

Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations and were not material.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

6

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of March 31, 2026, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Convertible Preferred Shares

The Company determines the accounting for convertible preferred shares in accordance with ASC 480 and ASC 815. Specifically, the preferred shares will initially be assessed to determine whether they should be classified as a liability. Once it has been determined that they should not be classified as a liability, the Company will assess whether i) they should be classified in permanent or temporary equity and ii) if the conversion option should be bi-furcated and recognized as a separate liability. If the conversion option is bi-furcated and recognized as a separate liability it will be initially and subsequently measured at fair value.

Fair Value of Financial Instruments

The assets and liabilities are valued using a fair market basis as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) ASC 820, Fair Value Measurement. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the FASB that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of the fair value hierarchy are described below:

| Level 1: | Quoted prices in active markets for identical assets or liabilities.
| Level 2: | Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
| Level 3: | Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions.

7

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair value measurement.

|  | Fair value measurements at reporting date using: |
|  | Fair value |  |  | Quoted prices in active markets for identical assets or liabilities (Level 1) |  |  | Significant other observable inputs (Level 2) |  |  | Significant unobservable inputs (Level 3) |
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Cash equivalents, March 31, 2026 |  | $ | 9,425,680 |  |  | $ | 9,425,680 |  |  | $ | - |  |  | $ | - |
Cash equivalents, December 31, 2025 |  | $ | 7,031,708 |  |  | $ | 7,031,708 |  |  | $ | - |  |  | $ | - |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Warrant liabilities, March 31, 2026 |  | $ | 7,714,794 |  |  | $ | - |  |  | $ | - |  |  | $ | 7,714,794 |
Warrant liabilities, December 31, 2025 |  | $ | 53,000 |  |  | $ | - |  |  | $ | - |  |  | $ | 53,000 |

The following tables present a reconciliation of the Level 3 Warrants liabilities:

|  | Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |
Warrant liabilities, January 1 |  | $ | 53,000 |  |  | $ | 24,486 |
Additions |  |  | 5,347,441 |  |  |  | - |
Change in fair value |  |  | 2,314,353 |  |  |  | (13,515 | )
Warrant liabilities, March 31 |  | $ | 7,714,794 |  |  | $ | 10,971 |

The warrants are classified in Level 3 due to the use of significant unobservable inputs to determine their fair value. To that extent, the Company utilizes the Black-Scholes option pricing model to determine the fair value of the warrants. In determining the fair value of the warrants, we used the following inputs as of March 31, 2026:

Risk-free interest rate |  |  | 3.92 | %
Expected dividend yield |  |  | 0 | %
Expected volatility |  |  | 131.85 | %
Expected life |  |  | 4.9 years |

The fair value of the Series C Preferred Stock and acquired mineral rights were determined using a combination of valuation approaches, including a discounted cash flow analysis and market-based methods. Significant assumptions used in the valuation included projected future cash flows based on expected mineral production, commodity price assumptions, and discount rates reflective of the risks associated with the underlying assets. Due to the use of unobservable inputs, the valuation is classified within Level 3 of the fair value hierarchy.

Intangible Assets

The Company’s intangible assets consist of acquired medical licenses and patents.

The Company acquires medical licenses for the treatment of medical conditions to market and sell in the future. The initial asset cost is the cost to acquire the license. Once in use, the Company amortizes the license cost over the useful life using the straight-line method. As part of the licensing agreements, the Company acquires patents and records the cost to acquire patents as the initial asset cost. Once the patents are approved and in use, assuming no litigation expenses, the Company amortizes the patent cost over the useful life using the straight-line method. The amortization period will not exceed the lifespan of the protection afforded by the patent. If the expected useful life of the patent is even shorter, the Company will use the useful life for amortization purposes. Thus, the shorter of a patent’s useful life or legal life will be used for the amortization period.

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Impairment of Long-Lived and Intangible Assets

The Company assesses the impairment of long-lived and intangible assets periodically, or at least annually, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important, which could trigger an impairment review, include the following: significant underperformance relative to historical or projected future cash flows; significant changes in the manner of use of the assets or the strategy of the overall business; and significant negative industry trends. When management determines that the carrying value of long-lived and intangible assets may not be recoverable, impairment is measured as the excess of the assets’ carrying value over the estimated fair value. The Company cannot predict the occurrence of events that might adversely affect the reported values in the future. On an annual basis, the Company tests the long-lived and intangible assets for impairment based on the projected net present value of cash flows for each asset. Prior to the annual impairment test, if circumstances change and a long-lived or intangible asset is deemed impaired, an impairment loss will be immediately recognized in the statements of operations. For the period ended March 31, 2026, the Company determined that the licenses related to various generic drugs and four generic drugs (Encore) were fully impaired and recognized an impairment expense of $2,045,253. The impaired intangible assets were reported under the Biotech segment. The Company determined that the estimated fair value of all other intangible assets exceeded their carrying value, indicating no impairment.

Revenue Recognition

The Company is in a pre-revenue state and does not generate revenue. When the Company commences to derive revenue, those contracts will be accounted in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic ASC 606).

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASU 740, “Income Taxes”. Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company is subject to Income tax filings requirements in U.S. federal and various state jurisdictions. The Company’s tax returns for years from 2023, 2024 and 2025 are subject to U.S. federal, state, and local income tax examinations by tax authorities.

The Company reports income tax related interest and penalties within the income tax line item on the consolidated statements of operations. The Company likewise reports the reversal of income tax-related interest and penalties within such line item to the extent the Company resolves the liabilities for uncertain tax positions in a manner favorable to the accruals.

Net Loss Per Share (Basic and Diluted)

Basic net loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares outstanding, plus the number of additional shares that would have been outstanding if the common share equivalents had been issued, if dilutive.

The following table details the net loss per share calculation, reconciles between basic and diluted weighted average shares outstanding, and presents the potentially dilutive shares that are excluded from the calculation of the weighted average diluted common shares outstanding, because their inclusion would have been anti-dilutive:

|  | For the Three Months Ended |
|  | March 31, |
|  | 2026 |  |  | 2025 |
Numerator: |  |  |  |  |  |
Net loss |  | $ | (13,857,203 | ) |  | $ | (2,116,726 | )
Weighted-average common shares outstanding, basic and diluted |  |  | 93,729,272 |  |  |  | 27,523,678 |
Basic and diluted loss per share |  | $ | (0.15 | ) |  | $ | (0.08 | )

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The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive:

|  | As of March 31, |
|  | 2026 |  |  | 2025 |
Warrants |  |  | 44,623,257 |  |  |  | 12,030,000 |
Total potentially dilutive shares** |  |  | 44,623,257 |  |  |  | 12,030,000 |

** | The Company excluded the preferred C shares from the potentially dilutive shares as these are currently not convertible into a common shares due to a required shareholder approval.

Research and Development Cost

Research and development (R&D) costs are expensed as incurred. R&D costs are related to the Company’s internally funded development of the Company medical licenses and patents. The Company R&D costs were $321,271 and $0 for the three months ended March 31, 2026 and 2025, respectively.

Share-based Compensation

The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718 and No. 505. The Company issues restricted stock and stock options to employees and consultants for their services. Costs for these transactions are measured at the fair value of the equity instruments issued at the date of grant. These shares are considered fully vested and the fair market value is recognized as an expense in the period granted. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period.

The Company recorded share-based compensation of $5,107,399 and $1,952,852 for the three months ended March 31, 2026, and 2025, respectively.

Warrants

Warrants are accounted for in accordance with ASC 480 and ASC 815. Warrants that are within the scope of ASC 480 will be recognized as a liability and initially measured at fair value and subsequently re-measured to fair value at the end of each reporting period. If the warrants are not within the scope of ASC 480 the Company will then assess whether the warrants are considered indexed to the Company’s stock in accordance with ASC 815-40. If the warrants are considered indexed to the Company’s stock they will be classified in equity. Otherwise, the warrants will be classified as a liability and initially measured at fair value and subsequently re-measured to fair value at the end of each reporting period.

As of March 31, 2026, the fair value of the Private Warrant liabilities was $7,714,794 which was based on Black-Scholes option pricing model used to determine the fair value of the warrants. During the three months ended March 31, 2026, the fair value of the warrants liability increased by $2,314,353.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

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The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Segment Information

Operating segments are defined as components of an enterprise for which separate discrete information is available for evaluation by the Chief Operating Decision Maker (“CODM”) or decision-making group in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business as two reportable segments: (i) biotechnology operations focused on research and development activities, and (ii) mineral resource development and exploration. See Note 11 Segment Information for additional information.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency of income tax disclosures. The amendments require expanded information within the rate reconciliation, including both dollar amounts and percentage effects, and require disaggregation of income taxes paid by federal, state, and foreign jurisdictions. The ASU also requires additional detail regarding deferred tax assets and liabilities and valuation allowances. The Company adopted ASU 2023-09 for the year ended December 31, 2025. Adoption did not affect the Company’s financial position or results of operations, but it resulted in expanded income tax disclosures in the accompanying financial statements.

NOTE 3 — ACQUISITION OF GREENLAND MINES CORP.

Transaction Overview

On March 4, 2026, the Company, completed a forward merger pursuant to which Greenland Merger Sub, Inc., a wholly owned subsidiary of the Company, merged with and into Greenland Mines Corp. (“Greenland”), with Greenland surviving as a wholly owned subsidiary (the “Transaction”).

At the acquisition date, Greenland’s assets consisted primarily of mineral rights and early-stage exploration licenses related to the Skaergaard Project in Greenland. Greenland did not have mineral production, revenues, or an organized workforce and the Company concluded that substantially all of the fair value of the assets acquired was concentrated in mineral exploration rights. As such, in accordance with the definition of a business outlined in ASC 805-10-55, the Transaction did not meet the definition of a business and was accounted for as an asset acquisition under ASC 805-50.

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The fair value of the consideration transferred, which was more reliably measurable than the fair value of the mineral rights, totaled approximately $48.4 million and was determined as summarized in the table below:

Fair value of consideration transferred |  |  |
Cash (CAD$500,000 converted in USD) |  | $ | 365,324 |
Fair value of preferred stock C (47,940 shares) |  |  | 47,940,000 |
Total consideration transferred |  |  | 48,305,324 |
Transaction costs of the asset acquisition (a) |  |  | 111,150 |
Total acquisition costs |  | $ | 48,416,474 |
Greenland’s identifiable assets acquired and liabilities assumed |  |  |  |
Mineral rights and exploration licenses |  | $ | 48,416,474 |

(a) Transaction costs include direct costs to acquire the assets, such as fees paid to external advisors. Indirect costs not directly attributable to the acquisition of the assets have been expensed as incurred.

The following table summarizes the Company’s indefinite lived intangible asset acquired in connection with the Acquisition and their carrying value as of March 31, 2026:

|  | Acquisition Date |  |  |  |  |  | Carrying Value as of |
|  | Level 3 |  |  |  |  |  | March 31, |
|  | Fair Value |  |  | Impairment |  |  | 2026 |
Mineral rights and exploration licenses |  | $ | 48,416,474 |  |  | $ | - |  |  | $ | 48,416,474 |
Total long-lived assets |  | $ | 48,416,474 |  |  | $ | - |  |  | $ | 48,416,474 |

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Future Development Activities

The Company’s ability to realize value from the acquired mineral interests is dependent on future exploration success, availability of financing, regulatory approvals, technical studies, and the development of mining and processing infrastructure. Costs incurred for ongoing exploration and evaluation activities subsequent to the acquisition date will be accounted for in accordance with the Company’s accounting policies and applicable U.S. GAAP.

Business Plan

The Company’s principal assets consist of mineral rights and exploration licenses related to the Skaergaard Project in Greenland. These mineral properties are non-producing, have not been demonstrated to contain mineral reserves as defined under SEC Regulation S-K Subpart 1300, and have not generated revenues.

The Company’s exploration activities are in an early stage and are focused on evaluating the geological characteristics and mineral potential of the properties. Advancement of the mineral assets is dependent on the results of ongoing and future exploration programs, including geological studies, sampling, and drilling, as well as the completion of technical, environmental, and economic evaluations.

The Company does not have proven or probable mineral reserves and has not determined whether the mineral properties contain economically recoverable mineralization. The establishment of economically recoverable reserves will require additional exploration, permitting, regulatory approvals, and significant capital expenditures. There can be no assurance that the Company’s exploration efforts will result in the identification of mineral reserves, that the properties will be developed into producing mines, or that mining operations will ever commence.

As of the reporting date, management has not identified any indicators of impairment related to the Company’s mineral rights and exploration licenses. The mineral properties will continue to be evaluated for impairment in accordance with applicable accounting guidance as exploration activities progress and additional information becomes available.

NOTE 4 — PREPAID EXPENSES

Prepaid expenses consist of prepayment of the premium on Directors and Officers insurance, NASDAQ annual fees, association membership fees, fees related to chartered vessels and equipment for summer fieldwork at the Skaergaard Project, consulting, and Delaware franchise taxes. As of March 31, 2026 and December 31, 2025, prepaid expenses totaled $867,018 and $117,071, respectively, in the accompanying condensed consolidated balance sheets.

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NOTE 5 — INTANGIBLE ASSETS

Intangible assets consisted of the following:

Intangible Assets |  | March 31, 2026 |  |  | December 31, 2025 |
Licenses |  |  |  |  |  |  |  |
Non-Exclusive License Agreement |  | $ | 179,821 |  |  | $ | 179,821 |
Various generic drugs |  |  | - |  |  |  | 736,983 |
Four generic drugs (Encore) |  |  | - |  |  |  | 1,308,270 |
Needleless Syringe License |  |  | 26,060 |  |  |  | 26,060 |
Patents |  |  | 48,420 |  |  |  | 48,420 |
Mineral rights and exploratory |  |  | 48,416,474 |  |  |  | - |
Total intangible assets, net |  | $ | 48,670,775 |  |  | $ | 2,299,554 |

Intangible assets are as follows:

| ● | Non-Exclusive License Agreement ($179,821) – On March 5, 2023, the Company signed a Non-Exclusive License Agreement with Heidelberg University to grant non-exclusive rights to various licenses owned and under development by the university. The licenses include the use of modified AAV capsid polypeptides for treatment of muscular diseases. The terms include a €50,000 ($56,325) fee for signing the agreement and €100,000 ($112,650) payment within 60 days of the anniversary of signing the agreement. The Company will pay €1,000,000 ($1,126,500) for each assignment of a right to a license owned by the university. For new licenses, the Company will make standard commercial development-based milestone payments for the various stages of license development and regulatory approval. The Company will make 2% royalty payments by January 31st each year during the term of the agreement for each licensed product for the proceeding calendar year. The University of Heidelberg license is in good standing. We plan to use this license alongside other AAV vectors as part of upcoming clinical trials for KLTO-202. The value of the licenses was $179,821 at March 31, 2026 and December 31, 2025, respectively.

| ● | Various Generic Drugs ($736,983) - During 2015, the Company acquired two licenses for biosimilar biologic therapies to treat cancer and autoimmune diseases. The value of the licenses was $736,983 at December 31, 2025. For the reporting period as of March 31, 2026, the Company performed an analysis and determined that the various generic drug licenses should be fully impaired and determined the value of these licenses to be $0 at March 31, 2026.

| ● | Four Generic Drugs (Encore) ($1,308,270) – On September 12, 2022, the Company acquired four market-approved anti-cancer drugs approved for sale in Germany for $1,308,270. The purchase price represents the fair value of the intangible asset based on the net present value of the projected gross profit to be generated by the licenses. The value of the licenses was $1,308,270 at December 31, 2025. For the reporting period as of March 31, 2026, the Company performed an analysis and determined that the four generic drugs (Encore) licenses should be fully impaired and determined the value of these licenses to be $0 at March 31, 2026.

| ● | Needleless Syringe License ($26,060) – On December 1, 2023, the Company signed a license agreement with TransferTech Sherbooke for the rights to develop and commercialize the technology of a “Needleless Syringe.” Under the terms of the agreement, the Company paid a $26,060 upfront fee and royalty fees on the license income. The Company has not commenced developing the technology. The license is in good standing. The Company has worked with Sherbrooke to begin advanced prototyping of the device and has plans to fund continued tech development and selection of drug candidates to pair with the device. The value of the license at March 31, 2026 and December 31, 2025 was $26,060, respectively.

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| ● | Patents ($48,420) – Through its licensing arrangements, the Company acquires the right to patents for Alzheimer, ALS, and other items. Once the patents are declared effective, patents are amortized using the straight-line method over their estimated useful lives or statutory lives, whichever is shorter, and will be reviewed for impairment upon any triggering event that may impact the assets’ ultimate recoverability as prescribed under the guidance related to impairment of long-lived assets. Costs incurred to acquire patents, including legal costs, are also capitalized as long-lived assets and amortized on a straight-line basis with the associated patent. The patent value, which is part of licenses in the accompanying condensed consolidated balance sheet, as of March 31, 2026 and December 31, 2025, was $48,420, respectively.

| ● | Exclusive World-wide License Agreement – On January 24, 2022, the Company signed an exclusive, world-wide License Agreement with the University of Barcelona for a cell and/or gene therapy that has shown compelling activity in animal models of human Alzheimer’s disease and amyotrophic lateral sclerosis (“ALS” or “Lou Gehrig’s disease”). The gene therapy will also be applied to age-related diseases and rare (“Orphan”) diseases. Beginning on December 15, 2022, the annual license fee is 10,000 Euros. In addition, the Company will pay a Royalty equal to 3% of net sales of finished products once the license is in use. The UAB license remains in good standing, and the Company plans to use the license for clinical development of its Klotho pipeline, including KLTO-101 and KLTO-202. As of March 31, 2026 and December 31, 2025, the Company owed $0 under the agreement.

| ● | Mineral rights and early-stage exploration licenses ($48,416,474) – The Company holds mineral rights and early-stage exploration licenses related to the Skaergaard Project in Greenland. The mineral rights and exploration licenses represent the Company’s rights to explore, develop, and drill and sample mineral resources within the licensed area. As of March 31, 2026, the Company’s intangible assets primarily comprise early-stage exploration assets that are not yet ready for their intended use.

These licenses and patents are not currently in use as the Company is in pre-revenue stage. Once these licenses are in use, the licenses will be amortized over its useful life.

NOTE 6 — ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of professional fees. The accounts payable and accrued expenses as of March 31, 2026 and December 31, 2025 were $259,198 and $76,764, respectively, in the accompanying condensed consolidated balance sheet.

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NOTE 7 — NOTES PAYABLE

Austria Capital LLC Convertible Promissory Note

On December 4, 2024, the Company entered into a convertible promissory note (“the note”) with a principal amount of $1,200,000 pursuant to the terms of a securities purchase agreement by and between the Company, as issuer, and Austria Capital LLC, as investor (“Investor”). The maturity date of the note is December 4, 2025. The note bears no interest, has an original issue discount of $200,000 and deferred financing costs related to legal fees of $73,000. In addition, the note offered the investor an equity inducement of two million shares, which were issued to the Investor and valued at $978,000. The total of the original issue discount, deferred financing costs and equity inducement, exceeded the principal balance by approximately $51,000, which was expensed as an interest expense on the condensed consolidated statements of operations. Total amortization of these costs recognized as contra-liabilities to be presented net with the principal liability on the condensed consolidated balance sheets was $100,000 at December 31, 2024.

At any time after the approval by the Company’s stockholders, at the option of the Investor, the outstanding principal amount of the note or any portion thereof, is convertible into shares of the Company’s common stock at a price of $0.25 per share; provided that no conversions can take place if the Investor then owns more than 4.99% of the number of the shares of the Company’s common stock outstanding. The conversion price is subject to adjustment in connection with certain transactions, including stock splits or combinations and the like.

Pursuant to the terms of the Sale Purchase Agreement, the Company issued to the Investor a total of 2,000,000 shares of the Company’s common stock as an inducement to the Investors to purchase the note. Such shares were issued in reliance upon Section 4(a)(2) of the Securities Act in a transaction not involving any public offering.

During the year ended December 31, 2025, the Company issued 2,000,000 additional shares in connection with settlement of the note, resulting in interest expense of $1,178,000.

The note was paid off in full as of March 31, 2026 and December 31, 2025.

Red Road Holdings Promissory Note

On December 10, 2024, the Company signed a loan agreement with Red Road Holdings in the amount of $203,324, including guaranteed interest of $21,784. In connection with the note issuance, an original issue discount of $25,040 was recognized as well as deferred financing costs related to legal fees of $6,500. As of March 31, 2026 and December 31, 2025, the net liability presented on the condensed consolidated balance sheet was $0 as the note was paid off in full during 2025.

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On January 3, 2025, the Company signed a loan agreement with Red Road Holdings in the amount of $137,715, including guaranteed interest of $14,755. In connection with the note issuance, an original issue discount of $16,960 was recognized as well as deferred financing costs related to legal fees of $6,000. As of March 31, 2026 and December 31, 2025, the net liability presented on the condensed consolidated balance sheet was $0 as the note was paid off in full during 2025.

On April 4, 2025, the Company signed a loan agreement with Red Road Holdings in the amount of $106,534, including guaranteed interest of $11,414. In connection with the note issuance, an original issue discount of $13,120 was recognized. as well as deferred financing costs related to legal fees of $7,000. As of March 31, 2026 and December 31, 2025, the net liability presented on the condensed consolidated balance sheet was $0 as the note was paid off in full during 2025.

3i LP Institutional Investor Securities Purchase Agreement

On January 23, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor, pursuant to which the Investor will purchase, for an aggregate purchase price of $2,000,000, two senior convertible promissory notes from the Company in the aggregate principal amount of $2,173,914 and two warrants to purchase up to an aggregate of 4,000,000 shares of the Company’s common stock, par value $0.0001 per share, in each case subject to the terms and conditions set forth in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, upon the registration statement being declared effective by the SEC on February 10, 2025, the Investor purchased a second Note in the principal amount of $1,086,957 and a second warrant exercisable for up to an aggregate of 2,000,000 shares of Common Stock, for an aggregate purchase price of $1,000,000 on February 13, 2025.

The Notes mature on the anniversary of their date of issuance, unless prior thereto there is an event of default, bear interest at a rate of 7% per annum, have an 8% original issuance discount, are an unsecured obligation of the Company and rank equal in right of payment with the Company’s existing indebtedness and senior to any future debt obligations of the Company through the repayment of the Notes. The outstanding principal amount of the Notes or any portion thereof is convertible into shares of Common Stock at a price of $0.25 per share (the “Conversion Price”); provided that no conversions can take place if the Investor then owns more than 4.99% (or up to 9.99% pursuant the terms of the Notes) of the number of the shares of Common Stock outstanding (the “Maximum Percentage”). Further, no conversion can take place, prior to approval by the Company’s stockholders, if such conversion would violate any rule of the Nasdaq Stock Market. The Conversion Price is subject to adjustment in connection with certain transactions, including stock dividends, stock splits or combinations and the like.

Both warrants expire five years from their respective dates of issuance. The Warrants were exercisable, at the option of the holder, at any time, for up to an aggregate of 4,000,000 shares of common stock of the Company at an exercise price equal to $0.50, subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events.

As of March 31, 2026 and December 31, 2025, the net liability presented on the condensed consolidated balance sheet was $0 as the note was paid off in full during 2025.

NOTE 8 — RELATED PARTIES

On October 24, 2024, Dr. Joseph Sinkule and the Company entered into an Employment Agreement for a term of three years in connection with his appointment as the Company’s Chief Executive Officer. Pursuant to the Employment Agreement, Dr. Sinkule will receive an annual base salary of $360,000 and an initial equity award of 1,000,000 options pursuant to the Company’s 2023 Incentive Plan vesting immediately. The options are valid for a period of three (3) years and have an exercise price equal to the closing price of the Company’s common stock on October 24, 2024. In addition, Dr. Sinkule will be eligible to participate in the Company’s annual bonus program for executives.

On August 15, 2024, Mr. Jeffrey LeBlanc and the Company entered into an Employment Agreement for a term of three years in connection with his appointment as the Company’s Chief Financial Officer, Pursuant to the Employment Agreement, Mr. LeBlanc will receive an annual base salary of $325,000 and an initial equity award of shares of the Company’s common stock of 100,000 shares and an additional equity award of 400,000 shares of the Company’s common stock, with 200,000 of such shares vesting on the first anniversary of the agreement and 200,000 of such shares vesting on the second anniversary of the agreement. In addition, Mr. LeBlanc will be eligible to participate in the Company’s annual bonus program for executives.

As of March 31, 2026, the Company assumed approximately $294,000 of notes payable to related parties from Greenland Mines Corp., which consist of unsecured promissory notes issued to multiple investors in connection with private placement transactions. Under these arrangements, investors subscribed to purchase units that included both a promissory note and common equity of the Company. These promissory notes generally bear interest at low stated rates (e.g., approximately 2%) and are payable upon the earlier of the Company obtaining specified financing proceeds or a stated maturity date (generally extending into 2027). The notes are unsecured and may be prepaid by the Company without penalty.

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NOTE 9 — STOCKHOLDER’S EQUITY

On June 21, 2024, the Business Combination was completed. The transaction was accounted as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Redwoods was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the Combined Company represent a continuation of the financial statements of Klotho with the Transactions treated as the equivalent of Klotho issuing shares for the net assets of Redwoods, accompanied by a recapitalization. Accordingly, for accounting purposes, the Merger was treated as the equivalent of the Company issuing shares for the net assets of Redwoods, accompanied by a recapitalization. The net assets of Redwoods were stated at historical cost with no goodwill or other intangible assets recorded. See “NOTE 1 — Organization and Business Description” for detail.

Equity Incentive Plan

In connection with the Business Combination, the Company’s Board adopted, and the Company’s stockholders approved, the Equity Incentive Plan (“Equity Incentive Plan”). Although the Company does not have a formal policy with respect to the grant of equity incentive awards to the Company’s executive officers, the Company believes that equity awards provide the Company’s executive officers with a strong link to the Company’s long-term performance, create an ownership culture and help to align the interests of the Company’s executives and the Company’s stockholders. In addition, Company believes that equity awards with a time-based vesting feature promote executive retention because this feature provides incentives to Company’s executive officers to remain in employment with the Company during the applicable vesting period. Accordingly, the Company’s board of directors periodically reviews the equity incentive compensation of the Company’s executive officers and from time to time may grant equity incentive awards to them.

During the quarter ended March 31, 2026, the Company granted 8,050,000 restricted shares under the Equity Incentive Plan at a share price of $0.42, resulting in recognized stock-based compensation expense of $3,321,430.

During the year ended December 31, 2025, the Company granted 180,000 stock options under the Equity Incentive Plan at a weighted average fair value of $0.38, resulting in recognized stock-based compensation expense of $68,760.

During the year ended December 31, 2025, the Company granted 408,691 shares at a share price of $1.34 under the Equity Incentive Plan, to a member of management, resulting in stock-based compensation expense of $547,646. Unamortized stock-based compensation related to these grants was $0 as of December 31, 2025.

Non-Equity Incentive Plan Shares Issuances

During the quarter ended March 31, 2026, the Company granted 1,000,000 restricted shares at a share price of $0.42, unrelated to the Equity Incentive Plan, resulting in recognized stock-based compensation expense of $412,600.

During the year ended December 31, 2025, the Company granted 1,000,000 shares at a share price of $0.52, unrelated to the Equity Incentive Plan, related to a consulting agreement, resulting in professional fees of $516,000. Unamortized expenses related to these grants was $0 as of December 31, 2025.

During the year ended December 31, 2024, the Company granted 3,285,452 shares and options, unrelated to the Equity Incentive Plan, at a weighted average fair value of $0.92, resulting in amortized stock-based compensation expense of $2,279,573. Stock-based compensation related to these awards totaled $713,375 during the year ended December 31, 2025. Unamortized stock-based compensation related to these grants was $69,375 as of December 31, 2025.

Private Placement

On March 2, 2026, the Company closed and completed the private placement (the “Financing”) contemplated by that certain Securities Purchase Agreement, dated February 19, 2026, by and among the Company and the purchasers named therein (the “Purchasers”).

At the closing of the Offering, the Company issued to the Purchasers an aggregate of 34,551,939 shares of the Company’s common stock and warrants to purchase up to an aggregate of 34,551,939 shares of Common Stock (the “Warrants”). The sale of the securities resulted in aggregate gross proceeds to the Company of approximately $7,750,000.

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Warrants

During February 2026, the Company entered into a consulting agreement under which it issued 2,500,000 shares of restricted common stock and 2,500,000 common stock purchase warrants to a third-party consultant in exchange for business development and advisory services. The equity instruments issued for services were accounted for in accordance with ASC 718 and measured at their grant date fair value. The associated expense is recognized in general and administrative expenses as the services are rendered (or upon vesting, if immediately vested). The warrants were determined to be equity-classified instruments recognized at fair value on the date of issuance.

Modification of Previously Issued Financing Warrants

During the year ended December 31, 2025, the Company reduced the strike price on certain of its issued warrants to induce exercise of the warrants, reducing the exercise price from $3.49 to $1.35 for certain outstanding warrants. The warrants were subsequently exercised (during the year ended December 31, 2025) as a result of the modification. In accordance with ASC paragraphs 815-40-35-16 through 17, the Company determined that the effect of the modification, which was calculated as $1,530,910, should be recognized as an equity issuance cost. As a result, the Company recognized a deferred offering cost with a corresponding increase to additional paid in capital. Further, upon exercise of the warrants, the Company, in accordance with SAB Topic 5.A, charged the deferred offering costs against the gross proceeds of the offering (i.e. a $1,530,910 reduction to additional paid in capital). During the year ended December 31, 2025, holders of common stock warrants exercised a total of 11.0 million warrants for gross proceeds of $11.4 million.

Austria Note Conversion

During the three months ended June 30, 2025, $650,000 of principal related to the Austria Capital LLC Convertible Promissory Note was converted into 2,600,000 shares of common stock at a conversion price of $0.25. The remainder of the note in the amount of $550,000 was settled in cash. Therefore, the Company de-recognized the remaining unamortized original issue discount of $85,554 and deferred financing costs of $438,471, which were recognized in interest expense on the condensed consolidated statements of operations. During the year ended December 31, 2025, the Company issued 2,000,000 additional shares in connection with settlement of the note, resulting in interest expense of $1,178,000.

3i Note Conversion

During the year ended December 31, 2025, $823,444 of principal and $57,641 of interest and make whole related to 3i convertible notes was converted into 5,413,474 shares of common stock at conversion prices ranging from $0.12 to $0.25.

Investor Share Purchase

On June 5, 2025, the Company entered into a securities purchase agreement with an accredited investor pursuant to Regulation D of the Securities Act of 1933, as amended. Under the terms of the agreement, the Company issued 6,250,000 shares of its common stock at a purchase price of $0.08 per share, for total gross proceeds of $500,000. The proceeds were allocated to common stock based upon their par value of the common stock and the remainder in recorded to additional paid in capital on the condensed consolidated balance sheets.

Preferred B Shares

On June 9, 2025, the Company conducted a private offering and issued 500 preferred B shares at $0.0001 par value per share for a total of $500,000. The 500 preferred shares are convertible into 6,250,000 common shares. During the year ended December 31, 2025, all 500 preferred B shares were converted into 6,250,000 common shares.

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Preferred C Shares

On March 4, 2026, the Company purchased mineral rights and exploratory licenses and issued 47,940 preferred C shares at $0.0001 par value per share for a total fair value of $47,940,000. Each of the 47,940 preferred shares has a conversion option to convert into 42,554 common shares upon shareholder’s approval.

The Series C Preferred Shares issued in connection with the Greenland Mines transaction had the following rights and privileges:

| ● | Prior to stockholder approval, the holders of the Series C Preferred Shares have no voting rights and are not entitled to vote on any matters submitted to stockholders;
| ● | Following stockholder approval, each share shall vote together with the common stock on an as-converted basis;
| ● | Prior to stockholder approval, the Series C Preferred Shares are not convertible into common stock; and
| ● | Upon stockholder approval, each share is convertible into shares of common stock at a stated conversion ratio

Pursuant to the Agreement and Plan of Merger dated March 4, 2026, the Company issued 47,000 shares of Series C Preferred Stock to the stockholders of Greenland Mines as consideration for the transaction. 940 Series C shares were issued as a finder’s fee related to the transaction. These shares were issued in connection with the asset acquisition and were subject to stockholder approval for both conversion and voting rights. Prior to such approval, the shares are non-voting and non-convertible; upon approval, they become convertible into common stock and participate in voting on an as-converted basis.

The Company has classified the Series C Preferred Stock within permanent equity. This classification, in accordance with ASC 480, is appropriate as the shares are not redeemable, do not contain any obligations requiring the Company to transfer assets, and do not embody features that would require liability classification under applicable accounting guidance.

The conversion feature embedded in the Series C Preferred Stock was evaluated under ASC 815 to determine whether bifurcation as a derivative instrument was required. The Company concluded that bifurcation is not required, as the conversion option:

| ● | Is indexed to the Company’s own stock based on a fixed conversion ratio;
| ● | Does not include any contingent settlement provisions that would require net cash settlement; and
| ● | Does not embody any features that are not clearly and closely related to the host equity instrument.

Accordingly, the conversion feature qualifies for the scope exception for equity-linked instruments and is not required to be separated from the host instrument.

As of March 31, 2026, conversion of the Series C Preferred Stock had not occurred due to the requirement to obtain stockholder approval prior to conversion.

Meteora Agreement

On June 13, 2024, RWOD and Klotho entered into a forward purchase agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, the “Seller”) (the “Forward Purchase Agreement”). Redwoods is the holder of the asset and Sponsor and is also a counterparty to Klotho. Upon Closing of the merger on June 21, 2024 and on September 30, 2024, the value of the contract was $0 as the contract created no receivable or obligation for the Company. On September 19, 2024, the Company modified the settlement amount price of the contract to $2.00 and allowed the shares held with Meteora to be sold at Meteora’s sole discretion, with the reset price subject to weekly changes. During the quarter ending March 31, 2025, Meteora sold and terminated on behalf of the Company 100,000 shares at a reset price of $0.4610, for total proceeds to Klotho in the amount of $46,100. On May 15, 2025, Meteora terminated an additional 550,214 shares at a reset price of $0.1717 for total proceeds of $94,472, thereby reducing the number of shares per the agreement to 10,000 shares remaining.

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During September 2025, the Company entered into a second amendment (the “Second Amendment”) to the Forward Purchase Agreement with MCP which primarily (i) increased the maximum number of shares to 6,755,000 and (ii) modified the reset price to $10.00 subject to a reset on a weekly basis. In connection with the modification, which relates to the reverse merger, the Company issued 6,745,000 common shares under the arrangement to MCP. The Company recognized the common shares at par value in the amount of $675 on the consolidated balance sheets with a corresponding recording of additional paid-in capital. During the year ending December 31, 2025, Meteora sold and terminated on behalf of the Company 100,000 shares at a reset price of $0.4610, for total proceeds to Klotho in the amount of $46,100. During the three months ended March 31, 2026, Meteora sold and terminated on behalf of the Company 923,340 shares at a reset price of $0.2352 and 457,905 shares at a reset price of $0.4260, for total proceeds to Klotho in the amount of $412,329.

At-the-Market Sales Agreement

On July 3, 2025, the Company entered into a sales agreement with A.G.P./Alliance Global Partners (“A.G.P.”) relating to the sale of newly issued shares of the Company’s common stock. In accordance with the terms of the sales agreement, the Company may offer and sell shares of its common stock having an aggregate offering amount of up to $50,000,000 from time to time through A.G.P., acting as the Company’s sales agent or principal. The Company intends to use the net proceeds from the offering for working capital and for general corporate purposes.

During the year ended December 31, 2025, the Company sold 2,206,930 shares at a weighted average price of $0.50 per share for gross proceeds of $1,112,745. During the quarter ended March 31, 2026, the Company sold no shares under the sales agreement.

NOTE 10 — COMMITMENTS AND CONTINGENCIES

From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or other claims will have a material effect on the Company’s business, financial condition, results of operations or cash flows.

Termination of acquisition agreement of SB Security Holdings, LLC

On March 26, 2025, the Company entered into a Share Exchange Agreement (the “SEA”) to acquire SB Security Holdings, LLC, a Delaware limited liability company (“SBSH”), which is an internet connected video doorbell service company. Pursuant to the SEA, the Company agreed to purchase all of the issued and outstanding membership interests in SBSH (the “Acquisition”) in exchange for a number of newly issued shares of the Company’s common stock equal to ninety percent (90%) of the total number of issued and outstanding shares of the Company’s common stock, on a fully-diluted basis, as of the closing of the Acquisition. The closing of the Acquisition is subject to customary closing conditions, including mutual agreement as to the legal transaction structure, approval by the Company’s stockholders, and Nasdaq approval. On June 13, 2025, the Company terminated the SEA.

NASDAQ Deficiencies

On September 19, 2025, the Company received a delinquency notification letter from Nasdaq due to the failure of the Company’s common stock to maintain a minimum bid price of $1 per share for 30 consecutive business days as required by Nasdaq Listing Rule 5550(a)(2) (“Bid Price Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was originally provided 180 calendar days, or until March 18, 2026, to regain compliance.

On March 19, 2026, the Company received written notification from Nasdaq that the Company has been granted an additional six-month extension until September 14, 2026 to regain compliance with the Bid Price Rule. If the Company fails to timely regain compliance with the Bid Price Rule for 10 consecutive business days by September 14, 2026, the Company’s common stock will be subject to delisting from Nasdaq.

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NOTE 11 — SEGMENT INFORMATION

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. Historically, the Company operated as a single reporting segment, focused on developing essential medicines for the treatment of chronic diseases – cancer, cardiovascular, and neurodegenerative disorders. However, as a result of the asset acquisition that occurred during March of 2026, the Company now reports under two reportable segments: Biotech and Mining. As the asset acquisition occurred during the most recent interim reporting period, comparative information for the three months ended March 31, 2025 only reflects the Biotech segment.

The Company has two reportable segments: (i) biotechnology operations focused on research and development activities, and (ii) mineral resource development and exploration. The Company’s measure of segment profit or loss for each reportable segment is net loss. The Chief Operating Decision Maker (“CODM”), identified as the Company’s Chief Executive Officer, evaluates performance and allocates resources between the biotechnology and mining segments.

The CODM reviews financial information for each segment, as well as on a consolidated basis, to assess performance, forecast future operating results, and determine the appropriate allocation of resources consistent with the Company’s overall strategic objectives. Operating expenses are reviewed for each segment to monitor budget-to-actual performance. In addition, the CODM utilizes net loss metrics in competitive benchmarking analyses against peer companies within each respective industry, and this analysis, together with budget monitoring, is used in evaluating segment performance and resource allocation decisions.

The following table reflects segment profit or loss, significant expense categories and other segment items regularly provided to the CODM when managing the Company’s reportable segments. A reconciliation to the consolidated net loss for the periods ended March 31, 2026 and 2025 is included at the bottom of the table below.

|  | For the Three Months Ended March 31, 2026 |  |  |  |  |  | For the Three Months Ended March 31, 2025 |
|  | Biotech |  |  | Mining |  |  | Total |  |  | Biotech |  |  | Total |
Significant segment expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General and administrative |  | $ | 6,088,082 |  |  | $ | 124,247 |  |  |  | 6,212,329 |  |  |  | 850,282 |  |  |  | 850,282 |
Research and development |  |  | 321,271 |  |  |  | - |  |  |  | 321,271 |  |  |  | - |  |  |  | - |
Professional fees |  |  | 2,770,181 |  |  |  | 208,508 |  |  |  | 2,978,689 |  |  |  | 736,686 |  |  |  | 736,686 |
Interest expense |  |  | 1,615 |  |  |  | - |  |  |  | 1,615 |  |  |  | 553,937 |  |  |  | 553,937 |
Impairment expense |  |  | 2,045,253 |  |  |  | - |  |  |  | 2,045,253 |  |  |  | - |  |  |  | - |
Other segment items |  |  | (16,307 | ) |  |  | - |  |  |  | (16,307 | ) |  |  | (10,664 | ) |  |  | (10,664 | )
Total operating and segment expenses |  | $ | 11,210,095 |  |  | $ | 332,755 |  |  |  | 11,542,850 |  |  |  | 2,130,241 |  |  |  | 2,130,241 |
Reconciliation of net loss |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of warrant liabilities |  |  |  |  |  |  |  |  |  |  | 2,314,353 |  |  |  |  |  |  |  | (13,515 | )
Consolidated net loss |  |  |  |  |  |  |  |  |  |  | 13,857,203 |  |  |  |  |  |  |  | 2,116,726 |

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Segment assets for Mining comprise intangible assets of $48.4 million as of March 31, 2026. Segment assets for Biotech comprise intangible assets of $0.2 million and $2.3 million as of March 31, 2026 and December 31, 2025, respectively.

NOTE 12 — SUBSEQUENT EVENTS

The Company has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued, and has determined that the following subsequent event exists:

On April 17, 2026, the Company’s Board of Directors appointed Jason D. Sawyer as a director to fill a vacancy, effective immediately, to serve until the next annual meeting of stockholders or until his successor is elected or earlier resignation or removal. Mr. Sawyer has not been appointed to any Board committees and has not entered into any agreement with the Company in connection with his appointment. Additionally, there are no family relationships between Mr. Sawyer and any of the Company’s executive officers or directors, and he is not a party to any related party transactions requiring disclosure.

On April 17, 2026, the Company filed Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 (File No. 333-291317) to include a reoffer prospectus pursuant to General Instruction C of Form S-8 covering potential resales, from time to time, of up to 6,400,000 shares of the Company’s common stock previously issued or issuable to certain employees, officers and directors under the Company’s equity compensation arrangements.

On April 27, 2026, the Company entered into a consulting agreement with Eric Boyd pursuant to which Mr. Boyd will provide project management and related consulting services for the Nanoject program. The agreement commenced on May 1, 2026 and continues on a month-to-month basis unless terminated by either party. Compensation under the agreement is $7,500 per month.

On May 20, 2026, the Company entered into an Agreement to acquire Neo North Star Resources, Inc., owner of the Sarfartoq Rare Earth Element Project in southwest Greenland, from its stockholders including Neo Performance Materials. The transaction will be structured as a merger between Neo North Star Resources, Inc. and a newly-formed, wholly-owned subsidiary of the Company. Total consideration for the acquisition will be US$35 million paid in the form of US$20 million in cash and US$15 million in newly issued shares of Greenland Mines common stock.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Klotho Neurosciences, Inc. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report, including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the search for an initial business combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s filings with the SEC can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview and Recent Developments

During the quarter ended March 31, 2026, the Company underwent a significant strategic transformation as a result of the acquisition of Greenland Mines Corp., which was completed on March 4, 2026. Through this transaction, the Company acquired an interest in the Skaergaard Project, a large-scale mineral exploration asset located in eastern Greenland, and expanded its business to include mining operations.

In connection with this transaction, on March 11, 2026, the Company changed its legal name from Klotho Neurosciences, Inc. to Greenland Mines Ltd, and its common stock began trading under the ticker symbol “GRML” on the Nasdaq Capital Market effective March 12, 2026.

As a result of the March 2026 acquisition, the Company now operates through two primary business segments: (i) Biotech and (ii) Mining. The Biotech segment continues to focus on research and development activities, while the Mining segment focuses on the exploration and development of mineral resources. This expansion represents a significant change in the Company’s business strategy and future capital allocation priorities.

Overview

Prior to the March 2026 transaction, the Company operated as a biotechnology-focused entity developing essential medicines for the treatment of chronic diseases, including cancer, cardiovascular, and neurodegenerative disorders. The Company’s biotechnology platform includes a generic drug portfolio, a biosimilar biologics platform utilizing biologic therapies to treat cancer, and proprietary technologies involving melanocortin receptor-binding molecules and a gene therapy platform designed to deliver the “Klotho” protein for the treatment of neurodegenerative diseases.

Effective September 17, 2024, the Company changed its legal name from ANEW Medical, Inc. to Klotho Neurosciences, Inc. This name change was approved by the Company’s Board of Directors to better reflect the strategic focus of its proprietary products. Throughout these financial statements, references to the “Company” refer to Klotho Neurosciences, Inc., which was subsequently renamed Greenland Mines Ltd in March 2026.

On May 30, 2023, Redwoods Acquisition Corp., a Delaware special purpose acquisition company (“Redwoods”), Anew Medical Sub, Inc., and ANEW Medical, Inc. (“ANEW”) entered into a Business Combination Agreement, which was amended on November 4, 2023. On June 21, 2024, the transaction closed, resulting in ANEW becoming a wholly owned subsidiary of Redwoods, with ANEW deemed the accounting acquirer for financial reporting purposes. In connection with the closing of the transaction, Redwoods changed its name to “ANEW Medical, Inc.” This transaction was accounted for as a reverse recapitalization.

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Critical Accounting Policies and Estimates

See Item 1, Note 2 – “Summary of Significant Accounting Policies.”

Results of Operations

For accounting purposes, the transactions contemplated by the Business Combination are treated as a reverse acquisition and, as such, the historical financial statements of the accounting acquirer Klotho will become the historical financial statements of Public ANEW. Under this method of accounting, Redwoods was treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of the Company issuing shares for the net assets of Redwoods, accompanied by a recapitalization. The net assets of Redwoods were stated at historical cost with no goodwill or other intangible assets recorded.

We have not generated any operating revenues to date. To date, the Company’s operations have consisted of acquiring our licensed platforms and patents, and planning for the Business Combination. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as our expenses associated with planning our research and clinical testing operations.

Results of Operations for the Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

Revenues

The Company had no revenue for the three months ended March 31, 2026 and 2025.

Operating Expenses

Our operating expenses for the three months ended March 31, 2026 were $9,512,000 compared to $1,587,000 for the three months ended March 31, 2025, an increase of $7,925,000. The increase was primarily due to increases in professional fees and general and administrative costs.

General and administrative expenses increased significantly in the current period, primarily due to costs associated with operating as a public company following the merger, including payroll and personnel-related expenses, insurance, investor relations, and other corporate infrastructure. The increase also reflects higher share-based compensation expense associated with equity awards granted to employees, officers, directors, and consultants, as well as recurring administrative costs such as subscriptions, technology services, and office-related expenses.

Professional fees increased as a result of higher legal, accounting, advisory, and consulting costs incurred to support the Company’s expanded operational and reporting requirements, capital markets activities, and strategic initiatives following the merger. In the prior-year period, professional fees reflected a lower level of activity consistent with the Company’s pre-transaction operating structure.

In addition, the Company incurred research and development expenses during the three months ended March 31, 2026 related to the initiation of scientific and clinical development activities, including engagements with third-party research institutions and consultants. No comparable research and development expenses were incurred in the prior-year period.

In connection with the completion of the merger, the Company recognized transaction-related compensation expense for success-based payments to certain officers and consultants during the three months ended March 31, 2026. These costs were contingent upon the consummation of the merger and were expensed as incurred within general and administrative expenses, as they did not qualify for capitalization under applicable acquisition accounting guidance.

Net Loss

For the three months ended March 31, 2026, we incurred a net loss of $14,078,094 compared to a net loss of $2,116,726 for the three months ended March 31, 2025. The decrease in net loss was primarily due to decrease in professional fees, partially offset primarily by increases in interest expense, research and development efforts and general and administrative costs.

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Liquidity and Capital Resources

|  | Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |
Net cash used in operating activities |  | $ | (4,971,143 | ) |  | $ | (1,553,747 | )
Net cash used in investing activities |  |  | (365,324 | ) |  |  | - |
Net cash provided by financing activities |  |  | 8,162,329 |  |  |  | 2,055,875 |
Net increase in cash and cash equivalents |  | $ | 2,825,862 |  |  | $ | 502,128 |
Cash, beginning of period |  |  | 7,176,615 |  |  |  | 63,741 |
Cash, end of period |  | $ | 10,002,477 |  |  | $ | 565,869 |

Operating Activities

Net cash used in operating activities for the three months ended March 31, 2026 was $4,971,143, compared to $1,553,747, for the three months ended March 31, 2025.

Net cash used in operating activities increased in the three months ended March 31, 2026 compared to the prior-year period, primarily reflecting the higher level of operating expenditures, including transaction-related payments, the initiation of research and development activities, and ongoing public company costs. This increase in cash outflows was partially offset by non-cash charges, including share-based compensation and debt-related expenses, as well as changes in working capital, including decreases in accrued expenses and accounts payable.

Investing Activities

Net cash used in investing activities for the three months ended March 31, 2026 was $365,324 compared to $0 for the three months ended March 31, 2025, an increase of $365,324. The increase in cash used in investing activities is attributable to the Company’s purchase of mineral rights and exploratory licenses eligible to be capitalized during the period.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2026 was $8,162,329, which consisted of proceeds from private placement in the amount of $7.75 million and proceeds from FPA terminated shares.

Liquidity, Capital Resources and Going Concern

As of March 31, 2026, the Company had cash and cash equivalents of $10.0 million and net working capital of $10.4 million.

The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company as well as incurred significant transaction costs related to the consummation of the Asset Acquisition.

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The accompanying condensed consolidated financial statements have been prepared as if the Company will continue as a going concern. The Company has incurred significant operating losses and negative cash flows from operations since inception. As of March 31, 2026, the Company had cash and cash equivalents of approximately $10.0 million and an accumulated deficit of approximately $35.0 million. The Company has incurred recurring losses, has experienced recurring negative operating cash flows, and requires significant cash resources to execute its business plans. The Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue to execute its development plans and continue operations. Without additional funding, there is substantial doubt about the Company’s ability to continue as a going concern for twelve months from the date of these financial statements.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Emerging Growth Company Status

We are an “emerging growth company”, as defined in the JOBS Act, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an emerging growth company, we can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We intend to avail ourselves of these options. Once adopted, we must continue to report on that basis until we no longer qualify as an emerging growth company.

We will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of our initial public offering; (ii) the first fiscal year after our annual gross revenue are $1.07 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If, as a result of our decision to reduce future disclosure, investors find our common stock less attractive, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to make disclosures under this Item.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of December 31, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2025, our disclosure controls and procedures were ineffective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified by Securities and Exchange Commission (“SEC”) rules and forms and (b) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding any required disclosure.

Management has identified control deficiencies regarding inadequate accounting resources, the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting outsourced staff may prevent adequate controls in the future due to the cost/benefit of such remediation.

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be prevented or detected on a timely basis. In light of this material weakness, we have made the following improvements:

| ● | Conducted a risk assessment to identify gaps in internal controls over financial reporting

| ● | Enhanced existing controls and implemented new controls as needed to address control gaps effective March 31, 2026

| ● | Tested key controls to verify operating effectiveness as of March 31, 2026

| ● | Documented narratives detailing enhanced processes and controls

Accordingly, management believes that our financial statements for the quarter ended March 31, 2026 are fairly stated, in all material respects, in accordance with GAAP.

Changes in Internal Control Over Financial Reporting

Except for the changes described above related to the implementation and enhancement of controls and documentation, there were no other changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

28

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to make disclosures under this Item.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

All information required by Item 701 of Regulation S-K has previously been included in a Current Report on Form 8-K.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Insider Trading Arrangements and Policies

During the quarter ended March 31, 2026, none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

Exhibit No. |  | Description
19.1*** |  | Klotho Neurosciences, Inc. Insider Trading Policy (incorporated by reference to Exhibit 19.1 filed by Klotho Neurosciences, Inc.’s on Form 10-Q filed with the SEC on November 19, 2024).
31.1* |  | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* |  | Certification of Principal Accounting and Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2** |  | Certification of Principal Accounting and Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1*** |  | Clawback policy (incorporated by reference to Exhibit 97.1 filed by Redwoods on Form 10-K filed by the Registrant on April 17, 2024).
101.INS* |  | Inline XBRL Instance Document
101.SCH* |  | Inline XBRL Taxonomy Extension Schema Document
101.CAL* |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* |  | Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* |  | Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE* |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* |  | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

* | Filed herewith.
** | Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
*** | Filed previously.

29

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| GREENLAND MINES LTD
Date: May 20, 2026 | By: | /s/ Joseph A. Sinkule
| Name: | Joseph A. Sinkule
| Title: | Chief Executive Officer
|  | (Principal Executive Officer)
Date: May 20, 2026 | By: | /s/ Jeffrey LeBlanc
| Name: | Jeffrey LeBlanc
| Title: | Chief Financial Officer (Principal Accounting Officer)

30

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