Quarterly Report for Quarter Ending March 31, 2026 (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 and Recent Developments

During the quarter ended March 31, 2026, the Company underwent a significant strategic transformation as a result of the acquisition of Greenland Mines Corp., which was completed on March 4, 2026. Through this transaction, the Company acquired an interest in the Skaergaard Project, a large-scale mineral exploration asset located in eastern Greenland, and expanded its business to include mining operations.

In connection with this transaction, on March 11, 2026, the Company changed its legal name from Klotho Neurosciences, Inc. to Greenland Mines Ltd, and its common stock began trading under the ticker symbol "GRML" on the Nasdaq Capital Market effective March 12, 2026.

As a result of the March 2026 acquisition, the Company now operates through two primary business segments: (i) Biotech and (ii) Mining. The Biotech segment continues to focus on research and development activities, while the Mining segment focuses on the exploration and development of mineral resources. This expansion represents a significant change in the Company's business strategy and future capital allocation priorities.

Overview

Prior to the March 2026 transaction, the Company operated as a biotechnology-focused entity developing essential medicines for the treatment of chronic diseases, including cancer, cardiovascular, and neurodegenerative disorders. The Company's biotechnology platform includes a generic drug portfolio, a biosimilar biologics platform utilizing biologic therapies to treat cancer, and proprietary technologies involving melanocortin receptor-binding molecules and a gene therapy platform designed to deliver the "Klotho" protein for the treatment of 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., which was subsequently renamed Greenland Mines Ltd in March 2026.

On May 30, 2023, Redwoods Acquisition Corp., a Delaware special purpose acquisition company ("Redwoods"), Anew Medical Sub, Inc., and ANEW Medical, Inc. ("ANEW") entered into a Business Combination Agreement, which was amended on November 4, 2023. On June 21, 2024, the transaction closed, resulting in ANEW becoming a wholly owned subsidiary of Redwoods, with ANEW deemed the accounting acquirer for financial reporting purposes. In connection with the closing of the transaction, Redwoods changed its name to "ANEW Medical, Inc." This transaction was accounted for as a reverse recapitalization.

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 March 31, 2026 Compared to the Three Months Ended March 31, 2025

Revenues

The Company had no revenue for the three months ended March 31, 2026 and 2025.

Operating Expenses

Our operating expenses for the three months ended March 31, 2026 were $9,512,000 compared to $1,587,000 for the three months ended March 31, 2025, an increase of $7,925,000. The increase was primarily due to increases in professional fees and general and administrative costs.

General and administrative expenses increased significantly in the current period, primarily due to costs associated with operating as a public company following the merger, including payroll and personnel-related expenses, insurance, investor relations, and other corporate infrastructure. The increase also reflects higher share-based compensation expense associated with equity awards granted to employees, officers, directors, and consultants, as well as recurring administrative costs such as subscriptions, technology services, and office-related expenses.

Professional fees increased as a result of higher legal, accounting, advisory, and consulting costs incurred to support the Company's expanded operational and reporting requirements, capital markets activities, and strategic initiatives following the merger. In the prior-year period, professional fees reflected a lower level of activity consistent with the Company's pre-transaction operating structure.

In addition, the Company incurred research and development expenses during the three months ended March 31, 2026 related to the initiation of scientific and clinical development activities, including engagements with third-party research institutions and consultants. No comparable research and development expenses were incurred in the prior-year period.

In connection with the completion of the merger, the Company recognized transaction-related compensation expense for success-based payments to certain officers and consultants during the three months ended March 31, 2026. These costs were contingent upon the consummation of the merger and were expensed as incurred within general and administrative expenses, as they did not qualify for capitalization under applicable acquisition accounting guidance.

Net Loss

For the three months ended March 31, 2026, we incurred a net loss of $14,078,094 compared to a net loss of $2,116,726 for the three months ended March 31, 2025. The decrease in net loss was primarily due to decrease in professional fees, partially offset primarily by increases in interest expense, research and development efforts and general and administrative costs.

Liquidity and Capital Resources

		Three Months Ended March 31,
		2026				2025
Net cash used in operating activities		$	(4,971,143	)		$	(1,553,747	)
Net cash used in investing activities			(365,324	)			-
Net cash provided by financing activities			8,162,329				2,055,875
Net increase in cash and cash equivalents		$	2,825,862			$	502,128
Cash, beginning of period			7,176,615				63,741
Cash, end of period		$	10,002,477			$	565,869

Operating Activities

Net cash used in operating activities for the three months ended March 31, 2026 was $4,971,143, compared to $1,553,747, for the three months ended March 31, 2025.

Net cash used in operating activities increased in the three months ended March 31, 2026 compared to the prior-year period, primarily reflecting the higher level of operating expenditures, including transaction-related payments, the initiation of research and development activities, and ongoing public company costs. This increase in cash outflows was partially offset by non-cash charges, including share-based compensation and debt-related expenses, as well as changes in working capital, including decreases in accrued expenses and accounts payable.

Investing Activities

Net cash used in investing activities for the three months ended March 31, 2026 was $365,324 compared to $0 for the three months ended March 31, 2025, an increase of $365,324. The increase in cash used in investing activities is attributable to the Company's purchase of mineral rights and exploratory licenses eligible to be capitalized during the period.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2026 was $8,162,329, which consisted of proceeds from private placement in the amount of $7.75 million and proceeds from FPA terminated shares.

Liquidity, Capital Resources and Going Concern

As of March 31, 2026, the Company had cash and cash equivalents of $10.0 million and net working capital of $10.4 million.

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 Asset Acquisition.

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 March 31, 2026, the Company had cash and cash equivalents of approximately $10.0 million and an accumulated deficit of approximately $35.0 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 March 31, 2026. 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.