KLOTHO NEUROSCIENCES, INC.
Up to a Maximum of 35,000,000 Shares of Common Stock
This prospectus relates to the offering and resale from time to time by the selling stockholders identified herein of up to 34,883,722 shares of common stock, par value $0.0001 per share, of Klotho Neurosciences, Inc. issuable upon conversion of the Series C Convertible Preferred Stock sold in that private placement and 1,000,000 shares of common stock, par value $0.0001 per share already held by a selling stockholder.
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 5.
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 Capital Market under the symbol "KLTO." On December 2, 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.
**KLOTHO NEUROSCIENCES, INC.**
Up to a Maximum of 35,000,000 Shares of Common Stock
This prospectus relates to the offering and resale from time to time by the selling stockholders identified herein of up to 34,883,722 shares of common stock, par value $0.0001 per share, of Klotho Neurosciences, Inc. issuable upon conversion of the Series C Convertible Preferred Stock sold in that private placement and 1,000,000 shares of common stock, par value $0.0001 per share already held by a selling stockholder.
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 5.
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 Capital Market under the symbol "KLTO." On December 2, 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.
<p><strong>KLOTHO NEUROSCIENCES, INC.</strong></p><p> </p><p>Up to a Maximum of 35,000,000 Shares of Common Stock</p><p> </p><p>This prospectus relates to the offering and resale from time to time by the selling stockholders identified herein of up to 34,883,722 shares of common stock, par value $0.0001 per share, of Klotho Neurosciences, Inc. issuable upon conversion of the Series C Convertible Preferred Stock sold in that private placement and 1,000,000 shares of common stock, par value $0.0001 per share already held by a selling stockholder.</p><p> </p><p>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.</p><p> </p><p>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 5.</p><p> </p><p>We will not receive any proceeds from the resale of shares of common stock by the Selling Stockholders.</p><p> </p><p>Our common stock is traded on the NASDAQ Capital Market under the symbol "KLTO." On December 2, 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.</p>