Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry Into or Amendment of a Material Definitive Agreement.

On June 9, 2025, Klotho Neurosciences, Inc. (the "Company") mutually agreed with Skybell Technologies, Inc, to terminate the March 26, 2025 Share Exchange Agreement to acquire its SB Security Holdings, LLC, a Delaware limited liability company ("SBSH") subsidiary. Then, on June 13, 2025, the Company and Skybell Technologies entered into a Termination and Release Agreement memorializing the mutual termination. Neither party will incur an liability as a result of the termination.

The foregoing summary of the Termination and Release Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 4.1 to this Current Report on Form 8-K, which are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

On June 9, 2025, the Company entered into a Stock Purchase Agreement for the purchaser of shares of the Company's Series B Preferred stock for a total purchase price of $500,000. The shares of the Company's Series B Preferred stock are convertible into shares of the Company's Common Stock at any time after a registration statement of the shares of Common Stock into which the Series B preferred stock are convertible is declared effective by the Securities and Exchange Commission.

The sale listed above was made in reliance upon the exemption from registration offered by Section 4(2) of the Securities Act of 1933 and based upon the pre-existing relationship between the Registrant and the purchaser, the Registrant had reasonable grounds to believe immediately prior to making an offer to such individual, and did in fact believe, that such individual (1) was purchasing for investment and not with a view to distribution, and (2) had such knowledge and experience in financial and business matters that he was capable of evaluating the merits and risks of his investment and was able to bear those risks. An appropriate restrictive legend is imprinted upon the certificates representing such shares, and stop-transfer instructions have been entered in the Registrant's transfer records. All such sales were effected without the aid of underwriters, and no sales commissions were paid.