Material Agreement (Form 8-K)

On March 26, 2025, Klotho Neurosciences, Inc. (the "Company") entered into a Share Exchange Agreement (the "SEA") with SkyBell Technologies, Inc., a Nevada corporation ("Seller"), and SB Security Holdings, LLC, a Delaware limited liability company ("SBSH") and wholly-owned subsidiary of Seller, 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, but not limited to, mutual agreement as to the legal transaction structure, approval by the Company's stockholders, Nasdaq approval, required third party approvals, including the approval of secured creditors, satisfactory due diligence reviews by both parties, the effectiveness of a Form S-4 Registration Statement with regard to the Acquisition and the closing occurring on or before August 13, 2025.

The foregoing description of the SEA does not purport to be complete and is qualified in its entirety by reference to the SEA, a copy of each of which is filed herewith as Exhibit 2.1 and incorporated herein by reference.