Material Agreement (Form 8-K)

On February 19, 2026, Klotho Neurosciences, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Agreement") with 10 investors pursuant to which the Company agreed to issue and sell to the investors, at a closing, a total of 34,551,939 shares of the Company's common stock at the Nasdaq official closing price for the prior five trading days of $0.2243 per share. In addition, the investors received a five-year warrant (the "Warrant") to purchase an equal number of shares of the Company common stock at an exercise price of $0.2243 per share (the "Exercise Price"); provided that, the Warrants cannot be exercised prior to stockholder approval. The Exercise Price is subject to adjustment in connection with certain transactions, including stock dividends, stock splits or combinations and the like.

The closing of the Agreement is expected to occur on or before March 15, 2026.

The foregoing description of the Agreement and the Warrant does not purport to be complete and is qualified in its entirety by reference to the Agreement and the Warrant, a copy of each being filed herewith as Exhibit 10.1 and Exhibit 4.1, respectively, both of which are incorporated herein by reference.