Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

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

Klotho Neurosciences, Inc. ("The Company" or "Klotho") develops essential medicines for the treatment of chronic diseases - cancer, cardiovascular, and neurodegenerative disorders. The Company currently has acquired two licensed platforms: a generic drug portfolio and a biosimilar biologics platform that uses biologic therapies to treat cancer, and two proprietary, patented technologies involving the melanocortin receptor-binding molecules and a gene therapy platform which uses a gene therapy approach to introduce a therapeutic protein called "Klotho" inside the body to treat 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., formerly known as ANEW or ANEW Public. Under certain circumstances, references to ANEW and ANEW Public have remained when useful in describing the sequence of events that occurred during the merger between Redwoods and ANEW.

As of May 30, 2023, Redwoods Acquisition Corp., a Delaware corporation and a special purpose acquisition company ("Redwoods"), Anew Medical Sub, Inc., a Wyoming corporation ("Merger Sub") and ANEW Medical, Inc., a Wyoming corporation ("ANEW") entered into a Business Combination Agreement, which was amended as of November 4, 2023 (the "Business Combination Agreement"). On June 21, 2024 (the "Closing Date"), Merger Sub merged with and into ANEW, with ANEW continuing as the surviving corporation and as a wholly owned subsidiary of Redwoods (the "Business Combination"). In connection with the Business Combination, on June 21, 2024, Redwoods filed a Second Amended Certificate of Incorporation with the Delaware Secretary of State, and adopted the amended and restated bylaws (the "Amended and Restated Bylaws"), which replaced Redwoods' Charter and Bylaws in effect as of such time. In connection with the closing of the Business Combination (the "Closing"), Redwoods changed its name to "ANEW Medical, Inc."

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 June 30, 2025 Compared to the Three Months Ended June 30, 2024

Revenues

The Company had no revenue for the Three Months ended June 30, 2025 and 2024.

Operating Expenses

Our operating expenses for the three months ended June 30, 2025 were $1,892,852 compared to $395,607 for the three months ended June 30, 2024, an increase of $1,497,245. The increase was primarily due to increase in professional fees, general and administrative, share-based compensation expense, and commencement of research and development efforts.

Net Loss

For the three months ended June 30, 2025, we incurred a net loss of $4,093,231 compared to a net loss of $451,639 for the three months ended June 30, 2024. The increase in net loss was primarily due to increased share-based compensation expenses as well as professional fees and general operating expenses.

Results of Operations for the Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Revenues

The Company had no revenue for the six months ended June 30, 2025 and 2024.

Operating Expenses

Our operating expenses for the six months ended June 30, 2025 were $3,479,820 compared to $817,652 for the six months ended June 30, 2024, an increase of $2,662,168. The increase was primarily due to increase in professional fees, general and administrative, share-based compensation expense, and research and development efforts.

Net Loss

For the six months ended June 30, 2025, we incurred a net loss of $6,327,213 compared to a net loss of $1,123,683 for the six-month period ended June 30, 2024. The increase in net loss was primarily due to increased share-based compensation expense as well as professional fees and general operating expenses.

Liquidity and Capital Resources

		Six Months Ended June 30,
		2025				2024
Net cash used in operating activities		$	(3,522,178	)		$	(929,399	)
Net cash used in investing activities			-				(123,497	)
Net cash provided by financing activities			11,889,383				1,895,424
Net increase (decrease) in cash and cash equivalents		$	8,367,205			$	842,528
Cash, beginning of period			63,741				2,808
Cash, end of period		$	8,430,946			$	845,336

Operating Activities

Net cash used in operating activities for the six months ended June 30, 2025 was $3,522,178, compared to $929,399, for the six months ended June 30, 2024.The significant increase in cash used in operating activities is primarily attributable to increases in expenses related to continued operating costs. We expect net cash used in operating activities to increase in the coming periods, until our products are able to produce meaningful revenue.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2025 was $0, compared to $123,497 for the six months ended June 30, 2024, a decrease of $123,497. The decrease in cash used in investing activities is attributable to the Company not purchasing any new licenses during the period.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2025 was $11,889,383, which consisted of investments, debt paydown, as well as proceeds from sales of common and preferred shares and warrants.

Net cash provided by financing activities for the six months ended June 30, 2024 was $1,895,424, which consisted of proceeds from issuance of a convertible promissory note $950,000, proceeds from the sale of stock and warrants, net of $175,000 and merger proceeds net of transaction costs of $770,424.

Liquidity, Capital Resources and Going Concern

As of June 30, 2025, the Company had cash of $8,430,946 and net working capital of $8,483,370.

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 Business Combination.

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 June 30, 2025, the Company had cash of approximately $8.4 million and an accumulated deficit of approximately $16.9 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 June 30, 2025. 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.