Klotho Neurosciences Inc美股招股说明书(2026-02-24版)

KLOTHO NEUROSCIENCES, INC. Up to a Maximum of 75,103,879 Shares of Common Stockto be Sold by Selling Shareholders On February 19, 2026, we entered into a series of Securities Purchase Agreements with the investors named herein, pursuant to whichwe agreed to issue and sell shares of our Common Stock and Warrants to purchase shares of our Common Stock in a private placementexempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. This prospectus relates to the resale of the shares of our Common Stock and shares of Common Stock issuable upon the exercise of theWarrants to be sold in the private placement. The private placement is expected to close on or about March 15, 2026, subject to thesatisfaction of customary closing conditions, at which time we expect to sell an aggregate of 34,551,939 shares of Common Stock andWarrants exercisable for up to 34,551,939 shares of common stock to the investors identified in the “Selling Stockholders” section.The shares of Common Stock and Warrants to be sold in the private placement, as well as the shares of common stock issuable uponexercise of the warrants which we will sell, will not be outstanding until the closing of the private placement and are being registeredfor resale in anticipation of such closing. This prospectus also relates to the resale by Selling Stockholders identified herein of 3,500,000 shares of common stock currently heldby Selling Stockholders and 2,500,000 shares of common stock issuable upon exercise of warrants currently held by SellingStockholders. We will not receive any proceeds from the sale of shares of Common Stock to be offered by the Selling Stockholders. However, wewill pay certain expenses, other than underwriting discounts and commissions, associated with the sale of Common Stock by theSelling Stockholders pursuant to this prospectus. Our registration of the shares of Common Stock covered by this prospectus does notmean that the Selling Stockholders will offer or sell any of the Common Stock. The selling shareholders may sell the Common Stockcovered by this prospectus in a number of different ways and at varying prices. We provide more information about how the SellingStockholders may sell the Common Stockin the section entitled “Plan of Distribution.” We are an “emerging growth company” and “smaller reporting company” as defined under U.S. federal securities laws and are subjectto reduced public company reporting requirements. Our common stock is traded on the NASDAQ Capital Market under the symbol“KLTO.” On February 19, 2026, the average of the high and low sales prices of our common shares was $0.24 per share. These priceswill fluctuate based on the demand for our common shares. Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be “at the market offerings” asdefined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Investing in our common shares involves a high degree of risk. You should purchase shares only if you can afford a completeloss. See “Risk Factors” beginning on page S-4. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is February 24, 2026 TABLE OF CONTENTS PageAbout This Prospectus SummaryS-iiProspectus Supplement SummaryS-1The OfferingS-2Special Note Regarding Forward Looking StatementsS-3Risk FactorsS-4Use of ProceedsS-5Dividend PolicyS-5Selling StockholdersS-6Plan of DistributionS-9ExpertsS-11Legal MattersS-11Incorporation by ReferenceS-11Where You Can Find More InformationS-12 Neither we nor the selling shareholders have authorized anyone to provide any information or to make any representationsother than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or anyfree writing prospectus we have prepared. We and the selling shareholder take no responsibility for, and can provide noassurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only theCommon Shares offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. The informationcontained or incorporated by reference in this prospectus is current only as of its date. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus is part of a registration statement on Form S-3 that we filed with the SEC using a “shelf” registration process. Underthis shelf registration process, the Seller Stockholders may, from time to time, offer and sell any combination of the Common Sharesdescribed in this prospectus in one or more offerings. This prospectus generally describes Klotho Neuroscience, Inc, and its securities,including its Common Stock. The Seller S