Klotho Neurosciences: securities offering

Cover page 63 changes

with the Securities and Exchange Commission on January 30, 2025

Registration No. 333-281946 333-

4 unchanged paragraphs

KLOTHO NEUROSCIENCES, INC.

17 unchanged paragraphs

"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Approximate date of commencement of proposed sale

date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this

any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: ☒

If this form is filed to register additional securities

this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed

pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ this form is a post-effective amendment filed pursuant to Rule 462 (d) under the Securities Act, check the following box and list the

If this form is a post-effective amendment filed

this form is a post-effective amendment filed pursuant to Rule 462(c) 462 (d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If delivery of the prospectus is expected to be

Securities Act of 1933, made pursuant to Rule 434, please check the following box: ☐

Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

3 unchanged paragraphs

Offering, and (b) 10,027,925 of common stock currently held by certain other selling shareholders which includes (i) up to 415,000 shares of common stock that we may issue to Redwoods, LLC upon the exercise of warrants and (ii) up to 115,000 shares of common stock that we may issue to Chardan Capital Markets, LLC upon the exercise of warrants.

(2) The offering price has been estimated solely

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ (1) We are registering (a) up to 11,500,000 37,876,100 shares of common stock that we may issue to investors upon the conversion of promissory notes and the exercise of warrants, originally issued as part and (b) 5,804,119 of a unit sold in our Initial Public common stock currently held by certain other selling shareholders.

(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c) of the Securities Act, based upon the average of the high and low sales prices for the registrant's common stock as reported by Nasdaq on August 30, 2024. January 27, 2025.

2 unchanged paragraphs

Statement. Accordingly, the prospectus is being omitted from this filing.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section to the Registrant's Registration Statement on Form S-1 (Commission File No. 333-281946) is being filed solely for the purpose of filing a revised Exhibit 23.2, and no changes or additions are being made hereby to the prospectus that forms a part of the Registration

8(a), may determine.

THE INFORMATION IN THIS

PROSPECTUS IS NOT COMPLETE AND IS SUBJECT TO COMPLETION AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT

FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT

SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Preliminary Prospectus Dated January 30, 2025

KLOTHO NEUROSCIENCES, INC.

Up to a Maximum of 43,680,219 Shares of Common

This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 43,680,219 shares of common stock, par value $0.0001 per share, of Klotho Neurosciences, Inc. These shares include (a) up to 37,876,100 shares of common stock that we may issue to investors upon the conversion of promissory notes and exercise of warrants including up to 33,076,100 shares of common stock we may issue to 3i, LP ("3i") upon conversion of promissory notes and exercise of warrants, and (b) 5,804,119 of common stock currently held by certain other selling shareholders. The number of shares of common stock registered for resale by 3i pursuant to the registration statement of which this prospectus forms a part assumes and gives effect to the closing of a second note and a second warrant, each to be issued to 3i upon effectiveness of the registration statement. For additional information relating to 3i's promissory notes and warrants, see "The 3i Transaction" beginning on page 24.

The Selling Stockholders may offer all or part

of the shares for resale from time to time through public or private transactions at either fixed prices or prevailing market prices at the time of sale, at varying prices or negotiated prices.

Any broker-dealers or agents that are involved

in such resales may be deemed to be "underwriters" within the meaning of the Securities Act in connection therewith. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. For more information, please see the section of this prospectus titled "Plan of Distribution" beginning on page 26.

We will not receive any proceeds from the resale

of shares of common stock by the Selling Stockholders.

Our common stock is traded on the NASDAQ Global

Market under the symbol "KLTO." On January 27, 2025, the average of the high and low sales prices of our common shares was

$0.43 per share. These prices will fluctuate based on the demand for our common shares.

Investing in our common shares involves a high

degree of risk. You should purchase shares only if you can afford a complete loss. See "Risk Factors" beginning on page 2.

Neither the Securities and Exchange Commission

("SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Forward Looking Statements

Plan of Distribution

Description of Business

Management's Discussion and Analysis of Financial Condition and Results of Operations

Directors, Executive Officers, Promoters and Control Persons

Security Ownership of Certain Beneficial Owners and Management

Certain Relationships and Related Transactions

Description of Capital Stock

Selling Stockholders

Shares Eligible for Future Sale

Disclosure of Commission Position on Indemnification for Securities Act liabilities

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Market for Common Stock and Related Stockholder Matters

Where You Can Find More Information

Consolidated Financial Statements

Unless otherwise specified or the context otherwise

requires, references in this prospectus to "we", "our" and "us" and the "Company" refer to Klotho Neurosciences, Inc.

Business 87 changes

Combination Agreement, dated May 30, 2023, by and among Redwoods Acquisition Corp., ANEW MEDICAL SUB, INC. and ANEW MEDICAL, INC. ** 2.2 Amendment No.1 to Business Combination Agreement, dated November 4, 2023, by and among Redwoods Acquisition Corp., ANEW MEDICAL SUB, INC. and and Restated Certificate of Incorporation of Redwoods Acquisition Corp. (incorporated by reference to Exhibit 3.1 to Redwoods' Current Report on Form 8-K filed with the SEC on April 4, 2022).** of Redwoods Acquisition Corp. (incorporated by reference to Exhibit 3.4 filed with Redwoods' registration statement on Form S-1 filed by the Registrant on March 10, 2022).** of Second Amended and Restated Certificate of Incorporation of Redwoods Acquisition Corp. ** of Amended and Restated Bylaws of Redwoods Acquisition Corp. ** 4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Redwoods' Registration Statement on Form S-1 filed with the SEC on March 10, 2022).** 4.2 Specimen Class A Common Stock Certificate. ** 4.3 Specimen Warrant Certificate ** 4.4 Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant ** 5.1 Legal opinion of Cyruli Shanks & Zizmor, LLP 10.1 Lock-Up Agreement, dated as of May 30, 2023, by and among Redwoods Acquisition Corp. and the other parties named therein ** 10.2 Sponsor Support Agreement, dated as of December 29, 2023, by and among Redwoods Acquisition Corp., Redwoods Capital LLC, and other parties thereto ** and Support Agreement, dated as of May 30, 2023, by and among Redwoods Acquisition Corp., ANEW MEDICAL, INC. and the other parties named therein ** 10.4 ANEW MEDICAL, INC. 2023 Stock Incentive Plan ** 10.5 Registration Rights Agreement, dated May 30, 2023, by and among Redwoods Acquisition Corp., certain stockholders of ANEW MEDICAL, INC. and the Founder Holders (incorporated by reference to Exhibit 10.3 to Redwoods' Current Report on Form 8-K filed with the SEC on June 5, 2023).** 10.6 Letter Agreement, dated March 30, 2022, by and among Redwoods Acquisition Corp. and its officers, directors and the Sponsor (incorporated by reference to Exhibit 10.1 to Redwoods' Current Report on Form 8-K filed with the SEC on April 4, 2022).** 10.7 Investment Management Trust Agreement, dated March 30, 2022, by and between Redwoods Acquisition Corp. and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.2 to Redwoods' Current Report on Form 8-K filed with the SEC on April 4, 2022).** 10.8 Registration Rights Agreement, dated March 30, 2022, by and among Redwoods Acquisition Corp. and certain security holders named therein (incorporated by reference to Exhibit 10.4 to Redwoods' Current Report on Form 8-K filed with the SEC on April 4, 2022).** 10.9 Administrative Support Agreement, dated March 30, 2022, by and between Redwoods Acquisition Corp. and the Sponsor (incorporated by reference to Exhibit 10.8 to Redwoods' Current Report on Form 8-K filed with the SEC on April 4, 2022).** 10.10 Indemnity Agreements, Each dated as of March 30, 2022, by and between the Registrant and Each of the officers and directors of the Registrant (incorporated by reference to Exhibit 10.7 to Redwoods' Current Report on Form 8-K filed with the SEC on April 4, 2022).** II- 2 10.11 Subscription Agreement, dated March 30, 2022, by and between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.5 to Redwoods' Current Report on Form 8-K filed with the SEC on April 4, 2022).** 10.12 Subscription Agreement, dated March 30, 2022, by and between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.6 to Redwoods' Current Report on Form 8-K filed with the SEC on April 4, 2022).** 10.13 Sponsored Research Agreement with Universitat Autònoma de Barcelona.** license with Universitat Autònoma de Barcelona and Institució Catalana De Recerca I Estudis Avançats for the cognition and Alzheimer's related inventions covered by USPTO Application No.: 15/777,456.** license with Universitat Autònoma de Barcelona and Institució Catalana De Recerca I Estudis Avançats for the neuromuscular related inventions covered by USPTO Application No.: 18/299,989.** license with University of Heidelberg, Germany for the myotropic AAV capsids related inventions covered by USPTO Application No. 17/051,123.** 10.17 Exclusive license agreement and exclusive license and manufacturing agreement in licensed territories with Reliance Life Science Private Limited.** sublicense license agreement with Teleost Biopharmaceuticals, LLC (AZ) for the melanocortins related technologies covered by US Patent 9,441,013, US Patent 10,329,326, US Patent 9,290,539, US Patent 9,539,301 and European Patent 3,177,737.** of Ethics of Redwoods Acquisition Corp. (incorporated by reference to Exhibit 14 to Redwoods' Registration Statement on Form S-1 filed with the SEC on March 10, 2022).** 23.1 Consent of Cyruli Shanks & Zizmor, LLP (included in Exhibit 5.1)** 23.2 Consent of Yusufali & Associates, LLP* 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filing Fee Calculation Table**

** Previously filed.

(b) Financial Statement Schedules.

All financial statement schedules have been omitted,

since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements and notes thereto.

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 its 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."

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 ANEW (Wyoming) will become the historical financial statements of the Company. 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.

In connection with the merger, the Company issued six million shares in exchange for all of the outstanding shares of ANEW. At $ 10 per Redwood's share, the valuation of ANEW was $ 60 million.

Immediately after giving effect to the Business Combination, 15,130,393 shares of Company Common Stock were outstanding, from which 2,875,000 remain in escrow for the Redwoods founders. In addition, there were 12,030,000 warrants immediately exercisable and composed of 11,500,000 public warrants and 530,000 private warrants. Following the Closing, on June 21, 2024, the Company's Common Stock and Warrants began trading on the Nasdaq under the symbols "WENA" and "WENAW," respectively. The Public Units of Redwoods automatically separated into the component securities upon consummation of the Business Combination and, as a result, no longer trade as a separate security. Further, upon closing of the Business Combination on June 21, 2024, the Company received approximately $ 181,339 in net cash proceeds. During the three months ended September 30, 2024, the Company determined there was an additional approximate $ 8,500 cash.

pursuant to the terms of the Business Combination Agreement and after giving effect to the redemptions of shares of Redwoods Common Stock:

● The total consideration paid at Closing (the "Merger

Consideration") by Redwoods to ANEW Medical, Inc. security holders was 6,000,000 shares of the Company common stock valued at $ 60 million (the "Consideration Shares"), based on an implied ANEW equity value of $ 60,000,000 valued at $ 10 per share;

● Each share of ANEW Medical Common Stock, if any, that was

owned by Redwoods, Merger Sub, ANEW Medical, Inc. or any other affiliate of Redwoods immediately prior to the effective time of the Merger (the "Effective Time") was automatically cancelled and retired without any conversion or consideration;

● Each share of Merger Sub common stock, par value $ 0.0001

per share ("Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time was converted into one newly issued share of Common Stock of the Surviving Corporation.

In connection with the Merger,

the Company entered into a convertible promissory note and Securities Purchase Agreement ("SPA") with certain accredited investors (the "Redwoods PIPE Investors") for an aggregate of 750,000 shares (bonus free trading shares and restricted shares issued at closing), with each unit consisting of one share of Company common stock (the "PIPE Shares") for an aggregate purchase price of $ 2,000,000 (the "Redwoods PIPE Financing"). Upon the closing of the Redwoods PIPE Financing (which closed in connection with the closing of the Merger), the $ 2,000,000 were used by the Company to settle transaction costs. The Company received approximately $ 181,339 in net cash proceeds and recorded a receivable of $ 50,000 from the Redwoods PIPE Financing funds.

In connection with the Merger,

the Company entered convertible promissory note and Securities Purchase Agreement ("SPA") with certain accredited investors (the "ANEW PIPE Investors") for an aggregate of 854,257 units (bonus free trading shares and restricted shares issued at closing), with each unit consisting of one share of Company common stock (the "PIPE Shares") for an aggregate purchase price of $ 2,000,000 (the "ANEW PIPE Financing"). Upon the closing of the ANEW PIPE Financing (which closed in connection with the closing of the Merger), $ 1,000,000 was used by the Company to settle transaction costs. The Company received approximately $ 950,000 in cash proceeds and recorded a receivable of $ 50,000 from the ANEW certain ANEW stockholders may be entitled to up to an additional 5,000,000 shares of Company Common Stock (the " Contingent Consideration Shares "), upon the following conditions being met:

(i) 2,000,000 Contingent Consideration Shares upon the Company's common stock achieving a closing price equal to or exceeding $12.50 for 10 trading days within a 20-day trading period in the first three years following the Closing;

2,000,000 Contingent Consideration Shares upon the Company's common stock achieving a closing price equal to or exceeding $15.00 for 10 trading days within a 20-day trading period in the first three years following the Closing; and (iii) 1,000,000 Contingent Consideration Shares upon the Company's common stock achieving a closing price equal to or exceeding $20.00 for 10 trading days within a 20-day trading period in the first five years following the Closing.

accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparable periods up to June 21, 2024 and reflected as such as of September 30, 2024, to reflect the number of shares of the Company's common stock, $ 0.0001 par value per share, issued to ANEW's stockholders in connection with the merger. As such, the shares and corresponding capital amounts and earnings per share related to ANEW's common stock prior to the merger have been retroactively restated as shares reflecting the exchange ratio established in the merger.

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. In connection with the Merger, in addition to the warrants, ANEW Medical assumed $ 589,081 in cash and $ 568,111 in income tax payable. The income tax payable of $ 568,111 was settled in full as of September 30, 2024 from the assumed $ 589,081 cash.

OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited 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 September 30, 2024, the Company had cash of approximately $ 51,000 and an accumulated deficit of approximately $ 8.5 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.

of Presentation and Principles of Consolidation

Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the SEC. The Company prepared the Financial Statements, without audit, pursuant to the rules and regulations of the SEC applicable to quarterly reporting on Form 10-Q and reflect, in management's opinion, all adjustments necessary to present fairly the financial information. All such adjustments are of a normal recurring nature.

Certain information and footnote disclosures normally included in financial statements, prepared in accordance with generally accepted accounting principles, have been consolidated or omitted as permitted by such rules and regulations. These Financial Statements should be read in conjunction with the consolidated financial statements and related notes included in the 2023 Annual Report. Results of operations for interim periods are not necessarily indicative of annual results.

prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations and were not material.

Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its 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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

preparation of unaudited consolidated financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

and Cash Equivalents

and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash.

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 . As of September 30, 2024, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Value of Financial Instruments

assets and liabilities are valued using a fair market basis as defined in the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") ASC 820, Fair Value Measurement. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the FASB that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of the fair value hierarchy are described below:

prices in active markets for identical assets or liabilities.

other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

inputs with little or no market data available, which require the reporting entity to develop its own assumptions.

Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair value measurement.

Fair value measurements at reporting date using:

Quoted prices in active markets for identical liabilities (Level 1)

Significant unobservable inputs

Representative warrant liabilities, September 30, 2024

Representative warrant liabilities, December 31, 2023

following tables present a reconciliation of the Level 3 Private Warrants liabilities:

Representative warrant liabilities, January 1

Issuances/Assumptions

Change in fair value

Representative warrant liabilities, September 30

Representative warrant liabilities, July 1

Change in fair value

Representative warrant liabilities, September 30

Company's intangible assets consist of acquired medical licenses and patents.

The Company acquires medical licenses for the treatment of medical conditions to market and sell in the future. The initial asset cost is the cost to acquire the license. Once in use, the Company amortizes the license cost over the useful life using the straight-line method. As part of the licensing agreements, the Company acquires patents and records the cost to acquire patents as the initial asset cost. Once the patents are approved and in use, assuming no litigations expenses, the Company amortizes the patent cost over the useful life using the straight-line method. The amortization period will not exceed the lifespan of the protection afforded by the patent. If the expected useful life of the patent is even shorter, the Company will use the useful life for amortization purposes. Thus, the shorter of a patent's useful life or legal life will be used for the amortization period.

of Long-Lived and Intangible Assets

The Company assesses the impairment of long-lived and intangible assets periodically, or at least annually, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Factors considered important, which could trigger an impairment review, include the following: significant underperformance relative to historical or projected future cash flows; significant changes in the manner of use of the assets or the strategy of the overall business;

and significant negative industry trends. When management determines that the carrying value of long-lived and intangible assets may not be recoverable, impairment is measured as the excess of the assets' carrying value over the estimated fair value. Management is not aware of any other impairment charges that may currently be required; however, the Company cannot predict the occurrence of events that might adversely affect the reported values in the future. On an annual basis, the Company tests the long-lived and intangible assets for impairment based on the projected net present value of cash flows for each asset. Prior to the annual impairment test, if circumstances change and a long-lived or intangible asset is deemed impaired, an impairment loss will be immediately recognized in the statements of operations. At December 31, 2023, the date of the last impairment test, it was determined that the estimated fair value of the intangible assets exceeded the carrying value of the assets by 50 %, indicating no impairment.

Company is in a pre-revenue state and does not generate revenue. When the Company commences to derive revenue, those contracts will be accounted in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic ASC 606).

Company uses the asset and liability method of accounting for income taxes in accordance with ASU 740, "Income Taxes". Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Company is subject to Income tax filings requirements in U.S. federal and various state jurisdictions. The Company's tax returns for years from 2021, 2022, and 2023 are subject to U.S. federal, state, and local income tax examinations by tax authorities.

Company reports income tax related interest and penalties within the income tax line item on the consolidated statements of operations.

The Company likewise reports the reversal of income tax-related interest and penalties within such line item to the extent the Company resolves the liabilities for uncertain tax positions in a manner favorable to the accruals.

Loss Per Share (Basic and Diluted)

net loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares outstanding, plus the number of additional shares that would have been outstanding if the common share equivalents had been issued, if dilutive.

following table details the net loss per share calculation, reconciles between basic and diluted weighted average shares outstanding, and presents the potentially dilutive shares that are excluded from the calculation of the weighted average diluted common shares outstanding, because their inclusion would have been anti-dilutive:

For the Nine Months Ended

Weighted average shares outstanding (denominator for basic earnings per share) 16,588,940 15,130,393 Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) 16,588,940 15,130,393 Basic loss per share $ ( 0.25 ) $ ( 0.04 ) Diluted loss per share $ ( 0.25 ) $ ( 0.04 ) The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive:

For the Nine Months Ended

Total potentially dilutive shares

and Development Cost

and development (R&D) costs are expensed as incurred. R&D costs are related to the Company's internally funded development of the Company medical licenses and patents. The Company R&D costs were $ 0 for the three and nine months ended September 30, 2024 and 2023, respectively.

Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") No. 718 and No. 505. The Company issues restricted stock to employees and consultants for their services. Cost for these transactions are measured at the fair value of the equity instruments issued at the date of grant. These shares are considered fully vested and the fair market value is recognized as an expense in the period granted. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period.

Company recorded share-based compensation of $ 1,990,366 and $ 100,000 for the nine months ended September 30, 2024, and 2023, respectively.

of September 30, 2024, the fair value of the Representative Warrant liabilities was $ 21,200 based on the closing price of the warrants on The Nasdaq Capital Market. The fair value of the Representative Warrants was approximately $ 0.04 per Representative Warrant, which was based on the relative fair value to the Public Warrants. During the quarter, our Public and Private Warrants met the conditions necessary to adjust the exercise price and the redemption trigger price. As of September 30, 2024, the exercise price was $ 3.49 per warrant, and the redemption trigger price was $ 5.01 . During the three months ended September 30, 2024, the fair value of the Representative warrants decreased by $ 41,022 .

and 7 more changes in the filing

Recent Sales of Unregistered Securities 2 changes

There were no unregistered securities to report

no unregistered securities to report which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

Exhibits 5 changes

1 unchanged paragraph

Business Combination Agreement, dated May 30, 2023, by and among Redwoods Acquisition Corp., ANEW MEDICAL SUB, INC. and ANEW MEDICAL, INC. ** 2.2 Amendment No.1 to Business Combination Agreement, dated November 4, 2023, by and among Redwoods Acquisition Corp., ANEW MEDICAL SUB, INC. and ANEW MEDICAL, INC. ** 3.1 Amended and Restated Certificate of Incorporation of Redwoods Acquisition Corp. (incorporated by reference to Exhibit 3.1 to Redwoods' Current Report on Form 8-K filed with the SEC on April 4, 2022).** 3.2 Bylaws of Redwoods Acquisition Corp. (incorporated by reference to Exhibit 3.4 filed with Redwoods' registration statement on Form S-1 filed by the Registrant on March 10, 2022).** 3.3 Form of Second Amended and Restated Certificate of Incorporation of Redwoods Acquisition Corp. ** 3.4 Form of Amended and Restated Bylaws of Redwoods Acquisition Corp. ** 4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Redwoods' Registration Statement on Form S-1 filed with the SEC on March 10, 2022).** 4.2 Specimen Class A Common Stock Certificate. ** 4.3 Specimen Warrant Certificate ** 4.4 Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant ** 5.1 Legal opinion of Cyruli Shanks & Zizmor, LLP 10.1 Lock-Up Agreement, dated as of May 30, 2023, by and among Redwoods Acquisition Corp. and the other parties named therein ** 10.2 Sponsor Support Agreement, dated as of December 29, 2023, by and among Redwoods Acquisition Corp., Redwoods Capital LLC, and other parties thereto ** 10.3 Voting and Support Agreement, dated as of May 30, 2023, by and among Redwoods Acquisition Corp., ANEW MEDICAL, INC. and the other parties named therein ** 10.4 2023 Stock Incentive Plan ** 10.5 Registration Rights Agreement, dated May 30, 2023, by and among Redwoods Acquisition Corp., certain stockholders of ANEW MEDICAL, INC. and the Founder Holders (incorporated by reference to Exhibit 10.3 to Redwoods' Current Report on Form 8-K filed with the SEC on June 5, 2023).** 10.6 Letter Agreement, dated March 30, 2022, by and among Redwoods Acquisition Corp. and its officers, directors and the Sponsor (incorporated by reference to Exhibit 10.1 to Redwoods' Current Report on Form 8-K filed with the SEC on April 4, 2022).** 10.7 Investment Management Trust Agreement, dated March 30, 2022, by and between Redwoods Acquisition Corp. and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.2 to Redwoods' Current Report on Form 8-K filed with the SEC on April 4, 2022).** 10.8 Registration Rights Agreement, dated March 30, 2022, by and among Redwoods Acquisition Corp. and certain security holders named therein (incorporated by reference to Exhibit 10.4 to Redwoods' Current Report on Form 8-K filed with the SEC on April 4, 2022).** 10.9 Administrative Support Agreement, dated March 30, 2022, by and between Redwoods Acquisition Corp. and the Sponsor (incorporated by reference to Exhibit 10.8 to Redwoods' Current Report on Form 8-K filed with the SEC on April 4, 2022).** 10.10 Indemnity Agreements, Each dated as of March 30, 2022, by and between the Registrant and Each of the officers and directors of the Registrant (incorporated by reference to Exhibit 10.7 to Redwoods' Current Report on Form 8-K filed with the SEC on April 4, 2022).** II- 2 10.11 Subscription Agreement, dated March 30, 2022, by and between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.5 to Redwoods' Current Report on Form 8-K filed with the SEC on April 4, 2022).** 10.12 Subscription Agreement, dated March 30, 2022, by and between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.6 to Redwoods' Current Report on Form 8-K filed with the SEC on April 4, 2022).** 10.13 Sponsored Research Agreement with Universitat Autònoma de Barcelona.** 10.14 Exclusive license with Universitat Autònoma de Barcelona and Institució Catalana De Recerca I Estudis Avançats for the cognition and Alzheimer's related inventions covered by USPTO Application No.: 15/777,456.** 10.15 Exclusive license with Universitat Autònoma de Barcelona and Institució Catalana De Recerca I Estudis Avançats for the neuromuscular related inventions covered by USPTO Application No.: 18/299,989.** 10.16 Non-exclusive license with University of Heidelberg, Germany for the myotropic AAV capsids related inventions covered by USPTO Application No. 17/051,123.** 10.17 Exclusive license agreement and exclusive license and manufacturing agreement in licensed territories with Reliance Life Science Private Limited.** Code of Ethics of Redwoods Acquisition Corp. (incorporated by reference to Exhibit 14 to Redwoods' Registration Statement on Form S-1 filed with the SEC on March 10, 2022).** 23.1 Consent of Cyruli Shanks & Zizmor, LLP (included in Exhibit 5.1) 23.2 Consent of BCRG Group 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filing Fee Calculation Table

Financial Statement Schedules.

All financial statement schedules have been omitted,

since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements and notes thereto.

Undertakings 3 changes

27 unchanged paragraphs

Pursuant to the requirements of the Securities

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Omaha, State of Nebraska, on September 12, 2024. January 30, 2025.

Klotho Neurosciences, Inc.

17 unchanged paragraphs