M&A - Klotho Neurosciences, Inc.
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.
Document Link: View Document
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.
Document Link: View Document
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
Comments
No comments yet. Be the first to comment!