GRMLW

Risk Factors.” Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Greenland Mines Ltd and its subsidiaries.
Overview In March 2026, subsequent to the December 31, 2025 year-end, the Company completed the acquisition of Greenland Mines Corp.
Accordingly, the discussion and analysis below reflects the Company’s historical results for the year ended December 31, 2025 and does not give effect to the acquisition or its potential impact on the Company’s financial condition or results of operations, which may be material.
Greenland Mines Ltd (formerly, Klotho Neurosciences, Inc.) (“the Company”), develops essential medicines for the treatment of chronic diseases – cancer, cardiovascular, and neurodegenerative disorders.
On March 11, 2026, the Company changed its name to Greenland Mines Ltd.
In connection with the 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.
Results of Operations For accounting purposes, the Business Combination is treated as a reverse acquisition and, as such, the historical financial statements of the accounting acquirer, as of the date of acquisition June 21, 2024, ANEW Medical, Inc., a Wyoming corporation, became the historical financial statements of publicly traded ANEW Medical, Inc., a Delaware corporation.
Results of Operations Years Ended December 31, 2025 and 2024 Our financial results for the years ended December 31, 2025 and 2024 are summarized as follows: Revenue The Company had no revenue for the years ended December 31, 2025 and 2024.
Our operating expenses for the year ended December 31, 2025 were $7,146,265 compared to $5,540,236 for the year ended December 31, 2024, an increase of $1,606,029.
The increase was primarily due to increases in general and administrative expenses of $1,381,590, research and development expense of $634,187 and professional fees of $674,613, which was offset by a decrease in stock-based compensation expense of $1,084,361.
Net Loss For the year ended December 31, 2025, we incurred a net loss of $10,551,674 compared to a net loss of $6,150,372 for the year ended December 31, 2024.
The increase in net loss was primarily due to increases in operating expenses of $1,606,029, interest expense of $1,957,358, settlement expense of $1,178,000, and change in fair value of warrant liability of $26,553, partially offset by an increase in other income of $366,638.
Working Capital As of December 31, 2025 2024 Current assets $ 7,293,686 $ 157,811 Current liabilities 76,764 1,247,534 Working capital $ 7,216,922 $ (1,089,723 ) Working capital increased by approximately $8.3 million from December 31, 2024 to December 31, 2025, primarily due to increases in cash and cash equivalents of approximately $7.1 million and decreases in accrued expenses of approximately $0.9 million and notes payable of $0.2 million.
The increase in cash and cash equivalents was primarily driven by proceeds from sales of stocks and warrants, net of approximately $11.4 million, proceeds from convertible promissory note, net of issuance cost of approximately $2.2 million, proceeds from At-the-Market sales of common shares of approximately $1.1 million, proceeds from stock subscriptions of approximately $0.5 million, proceeds from sale of preferred B shares of approximately $0.5 million, proceeds from forward purchase agreement settlement of approximately $0.1 million, payments on notes payable of approximately $2.7 million and net cash used in operating activities of approximately $5.9 million.
Liquidity and Capital Resources For the Year Ended December 31, 2025 2024 Net cash used in operating activities $ (5,889,254 ) $ (2,946,512 ) Net cash used in investing activities - (123,497 ) Net cash provided by financing activities 13,002,128 3,130,942 Net increase (decrease) in cash and cash equivalents $ 7,112,874 $ 60,933 Cash, beginning of year 63,741 2,808 Cash, end of year $ 7,176,615 $ 63,741 Operating Activities Net cash used in operating activities for the year ended December 31, 2025 was $5,889,254, compared to $2,946,512 for the year ended December 31, 2024, an increase of $2,942,742.
The increase in cash used in operating activities is primarily attributable to increases in expenses related to expanding operations and continued operating costs.
Investing Activities Net cash used in investing activities for the year ended December 31, 2025 was $0, compared to net cash provided by investing activities of $123,497 for the year ended December 31, 2024, an increase in cash used of $123,497, primarily attributable to acquisition of licenses in the prior period.
Financing Activities Net cash provided by financing activities for the year ended December 31, 2025 was $13,002,128, compared to $3,130,942 for the year ended December 31, 2024.
For the year ended December 31, 2025, cash provided by financing activities was primarily driven by proceeds from sales of stocks and warrants, net of approximately $11.4 million, proceeds from convertible promissory note, net of issuance cost of approximately $2.2 million, proceeds from At-the-Market sales of common shares of approximately $1.1 million, proceeds from stock subscriptions of approximately $0.5 million, proceeds from sale of preferred B shares of approximately $0.5 million, proceeds from forward purchase agreement settlement of approximately $0.1 million and payments on notes payable of approximately $2.7 million.
Net cash provided by financing activities for the year ended December 31, 2024 was approximately $3.1 million, which consisted of proceeds from convertible promissory note, net of issuance cost of approximately $2.1 million, proceeds from sales of stocks and warrants, net of approximately $0.2 million, proceeds from related party loans of $0.1 million, proceeds from shareholders of approximately $0.1 million, proceeds from merger net of transaction cost of $0.8 million and payments to shareholders of approximately $0.1 million.
Liquidity & Capital Resources Outlook As of December 31, 2025, the Company had cash of $7,176,615 and net working capital of $7,216,922.
The Company has incurred and expects to continue to incur significant professional costs to remain a publicly traded company and it has incurred significant transaction costs related to the consummation of the Business Combination.
As of December 31, 2025, the Company had cash of approximately $7.2 million and an accumulated deficit of approximately $21.1 million.
The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of December 31, 2024 due to the short maturities of such instruments.
CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of December 31, 2025.
Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2025, our disclosure controls and procedures were ineffective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified by Securities and Exchange Commission (“SEC”) rules and forms and (b) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding any required disclosure.
In light of this material weakness, we performed additional analyses and procedures in order to conclude that our financial statements for the year ended December 31, 2025 included in this Annual Report on Form 10-K were fairly stated in accordance with GAAP.
Accordingly, management believes that despite our material weaknesses, our financial statements for the quarter ended December 31, 2025 are fairly stated, in all material respects, in accordance with GAAP.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.
Based upon this assessment, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2025 our internal controls over financial reporting were ineffective.
(b) During the three months ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Executive Officers, Non-Executive Employees and Directors The following table sets forth the name, age as of March 31, 2026, and current position of the individuals who serve as directors and executive officers of the Company.
Joseph Sinkule Chief Executive Officer, Founder and Chairman Jeffrey LeBlanc Chief Financial Officer Non-Employee Directors Dr.
Samuel Zentman (1)(2)(3) Director Jon W.
LeBlanc previously served on the Boards of Riot New Media Group and Books For Africa.
Zentman is currently a Board member of Acorn Energy where he has served for over the past 15 years, and is the Chairman of the Audit Committee, and member of the Nominating Committee and Compensation Committee.
Indemnification Agreements On June 21, 2024, in connection with the consummation of the Business Combination, the Company adopted the Amended Charter, which provides that, to the fullest extent permitted by Delaware law, no director will be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.
The Company is expressly authorized to carry directors and officers’ liability insurance providing indemnification for the Company’s directors, officers, and certain employees for some liabilities.
Further information about the indemnification of the Company’s directors and executive officers is set forth in the Proxy Statement/Prospectus in the section titled “Comparison of Stockholder Rights,” which is incorporated herein by a reference.

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Gone since FY2024

Risk Factors.” Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Klotho Neurosciences Inc. and its subsidiaries.
Klotho Neurosciences, Inc. is incorporated in Delaware.
(the “Company” or “Klotho”) develops essential medicines for the treatment of chronic diseases – cancer, cardiovascular, and neurodegenerative disorders.
Results of Operations For accounting purposes, the Business Combination is treated as a reverse acquisition and, as such, the historical financial statements of the accounting acquirer, as of the date of acquisition, ANEW Medical, Inc., a Wyoming corporation, became the historical financial statements of publicly traded ANEW Medical, Inc., a Delaware corporation.
On September 17, 2024, ANEW Medical, Inc.’s name was changed to Klotho Neurosciences, Inc.
Results of Operations Years Ended December 31, 2024 and 2023 Our financial results for the years ended December 31, 2024 and 2023 are summarized as follows: Revenues The Company had no revenue for the years ended December 31, 2024 and 2023.
Our operating expenses for the year ended December 31, 2024 were $5,540,236 compared to $631,322 for the year ended December 31, 2023, an increase of $4,908,914.
The increase was primarily due to increased stock-based compensation expense as well as expenses associated with our business combination including increases in third party consulting fees and professional fees.
Net Loss For the year ended December 31, 2024, we incurred a net loss of $6,150,372 compared to a net loss of $707,458 for the year ended December 31, 2023.
The increase in net loss was primarily due to increased stock-based compensation expense as well as expenses associated with our business combination including increases in third party consulting fees and professional fees.
Working Capital As of December 31, 2024 2023 Current assets $ 157,811 $ 6,648 Current liabilities 1,247,534 1,620,989 Working capital $ (1,089,723 ) $ (1,614,341 ) Working capital increased by $0.5 million from December 31, 2023 to December 31, 2024, primarily due to increase in accrued expenses of approximately $0.9 million and decrease in note payables of approximately $1.2 million from equity inducement on the Austria Capital promissory note of approximately $1.0 million for the funding obtained for operations during the year ended December 31, 2024.
Liquidity and Capital Resources Year Ended December 31, 2024 2023 Net cash used in operating activities $ (2,946,512 ) $ (446,916 ) Net cash (used in) provided by investing activities (123,497 ) 23,852 Net cash provided by financing activities 3,130,942 350,000 Net increase (decrease) in cash and cash equivalents $ 60,933 $ (73,064 ) Cash, beginning of year 2,808 75,872 Cash, end of year $ 63,741 $ 2,808 Operating Activities Net cash used in operating activities for the year ended December 31, 2024 was $2,946,512, compared to $446,916, for the year ended December 31, 2023, an increase of $2,499,596.
The increase in cash used in operating activities is primarily attributable to increases in expenses related to the business combination and continued operating costs.
Investing Activities Net cash used in investing activities for the year ended December 31, 2024 was $123,497, compared to net cash provided by investing activities of $23,582 for the year ended December 31, 2023, an increase in cash used of approximately $147,349, primarily attributable to acquisition of licenses in the period.
Financing Activities Net cash provided by financing activities for the year ended December 31, 2024 was $3,130,942, which consisted of proceeds from the business combination, note issuances, sales of stocks and warrants, as well as proceeds from related parties.
For the year ended December 31, 2023, net cash provided by financing activities was $350,000, from repayment of an advance to a shareholder and proceeds from stock subscription.
Liquidity & Capital Resources Outlook As of December 31, 2024, the Company had cash of $63,741 and net working capital of ($1,089,723).
The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and it has incurred significant transaction costs related to the consummation of the Business Combination.
As of December 31, 2024, the Company had cash of approximately $ 64,000 and an accumulated deficit of approximately $ 10.6 million.
The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of December 31, 2024 and 2023 due to the short maturities of such instruments.
CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of December 31, 2024.
Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2024, our disclosure controls and procedures were ineffective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified by Securities and Exchange Commission (“SEC”) rules and forms and (b) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding any required disclosure.
In light of this material weakness, we performed additional analyses and procedures in order to conclude that our financial statements for the year ended December 31, 2024 included in this Annual Report on Form 10-K were fairly stated in accordance with GAAP.
Accordingly, management believes that despite our material weaknesses, our financial statements for the quarter ended December 31, 2024 are fairly stated, in all material respects, in accordance with GAAP.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.
Based upon this assessment, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2024 our internal controls over financial reporting were ineffective.
(b) During the three months ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Executive Officers, Non-Executive Employees and Directors The following table sets forth the name, age as of March 26, 2025, and current position of the individuals who serve as directors and executive officers of the Company.
Joseph Sinkule Chief Executive Officer, Founder and Chairman Peter Moriarty Chief Operating Officer Jeffrey LeBlanc Chief Financial Officer Non-Employee Directors Shalom Z.
Hirschman (2)(3) Director Samuel Zentman (1)(2)(3) Director Jon W.
Moriarty has an extensive experience in the pharmaceutical industry both in the United States and internationally.
He was a co-founder of Shire Pharmaceuticals, an international specialty pharmaceutical company acquired by Takeda Pharmaceuticals (TAK — NASDAQ).
He was also the co-founder of Prismic Pharmaceuticals, where he was Chairman and Chief Executive Officer from 2013 to 2018 and then, as Executive Chairman, led the Prismic’s acquisition by FSD Pharma (HUGE —Nasdaq) in 2019.
Moriarty has acted as an independent consultant to pharmaceutical companies.
Moriarty’s earlier career spanned management positions within Warner-Lambert/Parke-Davis and Schering-Plough, including leadership positions overseas as well as in the United States.
Additionally, he led the Sales Force Automation and Software Products Division at Walsh America (acquired by NDC), as well as he led Corporate Development at Ixsys/Applied Molecular Evolution acquired by Eli Lilly (LLY —NYSE).
He was subsequently the founder, Chairman and Chief Executive Officer of iPhysicianNet, Inc. and Clinical Information Network.
Moriarty attended Aston University School of Law in conjunction with his training to become a Solicitor (Attorney) under the rules and regulations of the British Law Society 5-year Articles program.
He passed the Final/Qualifying examinations in Contract Law (with distinction), Criminal Law, Tortious Law, and English Legal System (US accredited as equivalent to a Masters’ Degree).
LeBlanc currently serves on the Board of Directors of Cactus Acquisition Corp (Ticker: CCTSF), and previously served on the Boards of Riot New Media Group and Books For Africa.

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