Material Event (Form 8-K)

Item 8.01 Other Events.

On March 31, 2025, Klotho Neurosciences, Inc. (the "Company") received written notification (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") that the Nasdaq Hearing Panel (the "Panel") has granted the Company an extension for the Company to regain compliance with Nasdaq Listing Rules 5450(b)(2&3)(C) and 5450(b)(2)(A) until August 13, 2025, subject to additional conditions outlined in the Notice.

The extension by the Panel is contingent on the Company achieving scheduled milestones and notifying Nasdaq of such achievement. If the Company is not successful at satisfying these milestones within the prescribed time the Panel may revoke the extension.

As previously reported, on August 16, 2024, the Company received two delinquency notification letters (the "Notices") from the Nasdaq due to the Company's non-compliance with Nasdaq Listing Rules 5450(b)(2)(C) and 5450(b)(2)(A). The Notices cite the Company's (a) not being in compliance with the minimum Market Value of Publicly Held Shares ("MVPHS") requirement as set forth in Nasdaq Listing Rule 5450(b)(2)(C) and (b) not being in compliance with the minimum Market Value of Listed Securities ("MVLS") requirement as set forth in Nasdaq Listing Rule 5450(b)(2)(A). The Notices provided that accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company was given 180 calendar days, or until February 12, 2025, to regain compliance with the MVPHS and MVLS standards.

On February 14, 2025, the Company received written notice (the "Delisting Notice") from the Nasdaq Listing Qualifications Department stating that the Company has not regained compliance with the Rules and the Company's securities will be delisted from The Nasdaq Global Markets unless the Company requests an appeal of this determination by February 21, 2025 pursuant to procedures set forth in Nasdaq Listing Rule 5800 Series.

On February 21, 2025, the Company exercised its right request a hearing to appeal the Delisting Determination and paid the applicable fee (the "Hearing Request") which stayed the suspension of the Company's securities and the filing of the Form 25-NSE pending the Panel's decision. The hearing before the Panel took place on March 28, 2025.