M&A - Klotho Neurosciences, Inc.

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Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025027228

Filing Summary: Klotho Neurosciences, Inc. has entered into a Share Exchange Agreement with SkyBell Technologies, Inc. and its subsidiary SB Security Holdings, LLC, to acquire all membership interests in SBSH. The acquisition will be conducted in exchange for newly issued shares representing 90% of Klotho's fully-diluted common stock as of the closing date. Closing is contingent on several conditions, including stockholder approval, Nasdaq approval, satisfactory due diligence, and completion by August 13, 2025.

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Additional details:

Date Of Report: 2025-03-26


Seller: SkyBell Technologies, Inc.


Acquired Company: SB Security Holdings, LLC


Transaction Structure: Share Exchange Agreement


Acquisition Percentage: 90%


Conditions For Closing: customary closing conditions, mutual agreement as to legal transaction structure, approval by stockholders, Nasdaq approval, third party approvals, satisfactory due diligence, effectiveness of Form S-4


Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025026372

Filing Summary: Klotho Neurosciences, Inc., formerly ANEW Medical, Inc., has focused on the development of essential medicines for chronic diseases, leveraging a merger with Redwoods Acquisition Corp that concluded with the Business Combination on June 21, 2024. The merger fundamentally characterized Klotho's strategic positioning and market presence, driving a significant equity valuation of $60 million through the issuance of six million shares for the acquisition of ANEW. The Company is advancing multiple product pipelines, including biosimilars targeting cancer treatments and a proprietary gene therapy approach for neurodegenerative diseases. Klotho's gene therapy platform employs a patented approach to deliver the Klotho protein to combat aging-related cognitive decline, with ongoing research suggesting significant therapeutic potential for Alzheimer's disease. As of March 31, 2025, Klotho's stock and warrants have transitioned to trading under new symbols on Nasdaq, reflecting the culmination of previous growth strategies and capital acquisitions through its PIPE financing. The document emphasizes the transformative effects of the Business Combination, the implications for future revenue generation, as well as the ongoing focus on developing innovative therapeutic offerings for age-associated illnesses.

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Additional details:

Market Value Non Affiliates: 13.6 million

Common Stock Outstanding: 28,510,632


Merger Consideration: 6,000,000 shares valued at $60 million

Share Repurchase: 2,875,000 shares in escrow


Financing Received: $181,339 in net cash proceeds


Contingent Shares: up to additional 2,000,000 shares based on stock performance


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