UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 11, 2026
Greenland Mines Ltd
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-41340 | 86-2727441 | |
| (Commission File Number) | (IRS Employer Identification No.) |
1300 South Boulevard, Suite D
Charlotte, NC 28203
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (833) 931-6330
Klotho Neurosciences, Inc.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Common Stock | KLTO | The Nasdaq Stock Market LLC | ||
| Warrants | KLTOW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 – Amendments to Articles of Incorporation
On March 11, 2026, the registrant, then known as Klotho Neurosciences, Inc. (the “Company”) filed a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware to merge the Company’s newly formed GML Subsidiary Corp. into the Company, with the Company being the surviving entity and effectuating, pursuant to Section 253(b) of the Delaware General Corporation Law, a change in the Company’s name from Klotho Neurosciences, Inc. to Greenland Mines Ltd. The name change became effective at 5:00 PM on March 11, 2026.
A copy of the Certificate of Ownership and Merger is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 – Regulation FD Disclosure.
On March 12, 2026, the Company issued a press release regarding its name and trading system change. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
This Form 8-K contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Without limiting the generality of the foregoing, the forward-looking statements in this press release include descriptions of the Company’s future commercial operations. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, such as the Company’s inability to implement its business plans, identify and realize additional opportunities, or meet or exceed its financial projections and changes in the regulatory or competitive environment in which the Company operates. You should carefully consider the foregoing factors and the other risks and uncertainties described in the documents filed or to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) from time to time, which could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these documents are available on the SEC’s website, www.sec.gov. All information provided herein is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.
Item 8.01 – Other Events
In connection with the Company’s name change, the stock symbol for the Company’s common stock was changed and the Company’s common stock began trading under the symbol “GRML” on the Nasdaq Capital Market at the start of trading on March 12, 2026. The CUSIP number for the Company’s common stock remains unchanged.
Item 9.01 – Financial Statements and Exhibits.
| Exhibits | Description | |
| 3.1 | Certificate of Ownership and Merger | |
| 99.1 | March 12, 2026 Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 16, 2026 | Greenland Mines Ltd | |
| By: | /s/ Joseph Sinkule | |
| Name: | Joseph Sinkule | |
| Title: | Chief Executive Officer | |
2
Exhibit 3.1
CERTIFICATE OF OWNERSHIP AND MERGER
OF
GML SUBSIDIARY CORP.
INTO
KLOTHO NEUROSCIENCES, INC.
Pursuant to Section 253 of the
General Corporation Law of the State of Delaware
KLOTHO NEUROSCIENCES, INC., a corporation organized and existing under and by virtue of the laws of the State of Delaware and incorporated on March 16, 2021 (the “Parent Corporation”), DOES HEREBY CERTIFY THAT:
1. The Parent Corporation owns all of the issued and outstanding capital stock of GML Subsidiary Corp. a corporation organized and existing under and by virtue of the laws of the State of Delaware and incorporated on March 5, 2026 (the “Subsidiary Corporation”).
2. The Subsidiary Corporation is hereby merged with and into the Parent Corporation, with the Parent Corporation being the surviving corporation, pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “Merger”), pursuant to the following resolutions of the Board of Directors of the Parent Corporation, duly adopted by Board of Directors of the Parent Corporation by unanimous written consent on March 9, 2026, which resolutions approve the merger of the Parent Corporation with the Subsidiary Corporation:
“WHEREAS, the Corporation owns all of the issued and outstanding capital stock of GML Subsidiary Corp., a corporation organized and existing under and by virtue of the laws of the State of Delaware; and
WHEREAS, the Board of Directors has determined that it is in the best interests of the Corporation to change the name of the Corporation to “Greenland Mines Ltd.” by merging its wholly-owned subsidiary, GML Subsidiary Corp with and into the Corporation pursuant to Section 253(b) of the General Corporation Law of the State of Delaware (the “Merger”);
NOW, THEREFORE, BE IT RESOLVED, that the Merger be, and hereby is, in all respects, approved;
FURTHER RESOLVED, that pursuant to and at the effective time of the Merger, the name of the Corporation shall be changed to “Greenland Mines Ltd.” by deleting Article FIRST of the Second Amended and Restated Certificate of Incorporation of the Corporation and inserting in lieu thereof a new Article FIRST to read as follows:
“FIRST: The name of the Corporation is Greenland Mines Ltd.” (hereinafter, the “Corporation”);
FURTHER RESOLVED, that any of the officers of the Corporation be, and each of them hereby is, authorized, in the name, and on behalf, of the Corporation, to execute and file or cause to be executed and filed such certificates, documents, instruments and agreements, and to perform any and all other acts that he or they may, in such officer’s sole and absolute discretion, deem necessary or desirable to consummate the Merger; and
FURTHER RESOLVED, that any of the officers of the Corporation be, and each of them hereby is, authorized, in the name, and on behalf, of the Corporation, to execute and deliver or cause to be executed and delivered any and all other agreements, amendments, certificates, reports, applications, notices, letters or other documents and to do or cause to be done any and all such other acts and things as, in the opinion of any such officer, may be necessary, appropriate or desirable in order to enable the Corporation to fully and promptly carry out the purposes and intent of the foregoing resolutions, and any such action taken or any agreement, amendment, certificate, report, application, notice, letter or other document executed and delivered by them or any of them in connection with any such action will be conclusive evidence of such authority to take, execute and deliver the same.”
3. The Parent Corporation shall be the surviving corporation of the Merger. The name of the Parent Corporation shall be amended in the Merger to be “Greenland Mines Ltd.” pursuant to Section 253(b) of the General Corporation Law of the State of Delaware.
4. The proposed Merger herein certified has been adopted, approved, certified, executed, and acknowledged by the Parent Corporation pursuant to Section 253 of the General Corporation Law of the State of Delaware.
5. This Certificate of Ownership and Merger shall become effective at 5:00 PM on March 11, 2026.
IN WITNESS WHEREOF, the Parent Corporation has caused this Certificate of Ownership and Merger to be signed as of March 9, 2026, by a duly authorized officer, declaring that the facts stated herein are true.
| KLOTHO NEUROSCIENCES, INC. | ||
| By: | /s/ Joseph A. Sinkule | |
| Name: | Joseph A. Sinkule | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Klotho Neurosciences Completes Rebranding to Greenland Mines Ltd and Change of Nasdaq Ticker Symbol to GRML
CHARLOTTE, N.C., March 12, 2026 /PRNewswire/ -- Klotho Neurosciences, Inc. (Nasdaq: KLTO) (“Klotho” or the “Company”) today announces that it changed its corporate name to Greenland Mines Ltd and its stock ticker to “GRML” effective at market open today, Thursday, March 12, 2026. No action will be required by existing shareholders — shares held in brokerage accounts will be automatically updated to reflect the new symbol.
The Company will hold an investor webcast on Thursday, March 12, 2026 at 4:15PM ET to discuss the strategic rationale of its recent acquisition and benefits for shareholders.
Investor Update Participation Details:
Date: Thursday March 12, 2026
Time: 4:15 PM ET
Participant Dial-In: USA/Canada (toll-free) 1-877-270-2148; International 1-412-902-6510. Participants should request to join the Klotho Neurosciences call.
Webcast URL: https://event.choruscall.com/mediaframe/webcast.html?webcastid=q7dUp2aG
About Greenland Mines Ltd
Greenland Mines Ltd is a Nasdaq-listed company with two operating divisions: (1) Natural Resources, focused on the exploration and development of the Skaergaard Project in Southeast Greenland, one of the largest undeveloped palladium, gold, and platinum deposits in the world; and 2) Cell and Gene Therapy, including Klotho’s KLTO-202 primary indication for ALS. The Company holds, through its recent acquisition of Greenland Mines Corp., an 80% interest in, and option to acquire the remaining 20% of, the Skaergaard Project, which hosts a 2022 NI 43-101 Indicated and Inferred Mineral Resource of 25.4 Moz PdEq and 23.5 Moz AuEq with a gross undiscounted in-situ resource value of approximately $68 billion based on February 2026 metal prices. The Company is led by an experienced team of mining, geological, biotech, and capital markets professionals.
Forward-Looking Statements
This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Without limiting the generality of the foregoing, the forward-looking statements in this press release include descriptions of the Company’s future commercial operations. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, such as the Company’s inability to implement its business plans, identify and realize additional opportunities, or meet or exceed its financial projections and changes in the regulatory or competitive environment in which the Company operates. You should carefully consider the foregoing factors and the other risks and uncertainties described in the documents filed or to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) from time to time, which could cause actual events and results to differ materially from those contained in the forward-looking statements. All information provided herein is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.
The Mineral Resource Estimates referenced in this press release were prepared in accordance with NI 43-101 by SLR Consulting as disclosed in the technical report dated November 22, 2022. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. The gross undiscounted in-situ metal values expressed herein are illustrative calculations using February 2026 metal prices and do not account for mining recoveries, metallurgical losses, capital costs, operating costs, royalties, taxes, permitting requirements, or any other technical or economic factors. These values are not indicative of future revenue, project economics or net present value. No preliminary economic assessment, pre-feasibility study, or feasibility study has been completed on the Skaergaard Project, and there is no certainty that the Mineral Resources disclosed will be converted to Mineral Reserves or that an economically viable mining operation can be established.
Investor Contact and Corporate Communications:
contact@greenlandmines.com
Website: www.greenlandmines.com