Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41340

KLOTHO NEUROSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware		86-2727441
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

13576 Walnut Street, Suite A
Omaha, NE 68144

(Address of principal executive offices) (Zip Code)

(833) 931-6330

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 19, 2024, there were 21,263,515 shares of the registrant’s common stock, $0.0001 par value, issued and outstanding.

KLOTHO NEUROSCIENCES, INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION		1

ITEM 1.	Financial Statements	1

	Unaudited Consolidated Balance Sheets at September 30, 2024 and December 31, 2023	1

	Unaudited Consolidated Statements of Operations for the Nine Months Ended September 30, 2024 and 2023	2

	Unaudited Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Nine Months Ended September 30, 2024 and 2023	3

	Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	4

	Notes to Unaudited Consolidated Financial Statements	5

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	20

ITEM 4.	Controls and Procedures	20

PART II. OTHER INFORMATION		21

ITEM 1.	Legal Proceedings	21

ITEM 1A.	Risk Factors	21

ITEM 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	21

ITEM 3.	Defaults Upon Senior Securities	21

ITEM 4.	Mine Safety Disclosures	21

ITEM 5.	Other Information	21

ITEM 6.	Exhibits	21

SIGNATURES		22

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

KLOTHO NEUROSCIENCES, INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

	September 30, 2024			December 31, 2023

ASSETS
Current assets:
Cash	$	50,895		$	2,808
Prepaid expenses		103,750			3,840
Total current assets		154,645			6,648
Intangible assets:
Licenses		2,261,134			2,137,638
Patents		48,420			48,420
Total assets	$	2,464,199		$	2,192,706

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	271,129		$	151,259
Accrued expenses		560,299			2,460
Notes payable to related parties		151,000			159,000
Notes payable		-			1,308,270
Total current liabilities		982,428			1,620,989
Warrant liability		21,200			-
Total liabilities		1,003,628			1,620,989

Commitments and contingencies (Note 10)

STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.0001, 100,000,000 shares authorized; 0 issued and outstanding.		-			-
Common stock, par value $0.0001, 1,000,000,000 shares authorized; 19,863,515 and 15,130,393 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.		1,986			1,513
Additional paid-in capital		9,649,659			4,493,881
Common stock to be issued		304,462			-
Accumulated deficit		(8,495,536	)		(3,923,677	)
Total stockholders’ equity		1,460,571			571,717
Total liabilities and stockholders’ equity	$	2,464,199		$	2,192,706

See accompanying notes to the unaudited consolidated financial statements.

KLOTHO NEUROSCIENCES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Operating expenses:
Professional fees	$	865,928		$	117,770		$	1,634,790		$	494,075
General and administrative		2,005,004			5,967			2,053,794			26,514
Total operating expenses		2,870,932			123,737			3,688,584			520,589

Net operating loss		(2,870,932	)		(123,737	)		(3,688,584	)		(520,589	)

Other income (expense):
Interest expense		(44,956	)		(20,379	)		(60,020	)		(60,472	)
Change in fair value of warrant liability		41,022			-			1,325			-
Other income (expense)		(84,560	)		5			(335,830	)		78
Total other income (expense)		(88,494	)		(20,374	)		(394,525	)		(60,394	)

Net loss before income taxes		(2,959,426	)		(144,111	)		(4,083,109	)		(580,983	)
Income taxes		-			-			-			-
Net loss	$	(2,959,426	)	$	(144,111	)	$	(4,083,109	)	$	(580,983	)

Net loss per share: Basic and Diluted	$	(0.18	)	$	(0.01	)	$	(0.25	)	$	(0.04	)
Weighted average common shares outstanding – basic and diluted		16,688,945			15,130,393			16,588,940			15,130,393

See accompanying notes to the unaudited consolidated financial statements.

KLOTHO NEUROSCIENCES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

																			Total
					Preferred Stock						Additional			Common					Stockholder’s
	Common Stock				(Series B, C and D)						Paid-in			Stock		Accumulated			Equity
	Shares		Amount		Shares			Amount			Capital			to be Issued		Deficit			(Deficit)
Balance, January 1, 2024, Revised		15,130,393	$	1,513		120,000		$	12		$	4,493,881		$	-	$	(3,923,677	)	$	571,729
Retroactive application of merger		548,505		55		(120,000	)		(12	)		(1,318,672	)		304,200		-			(1,014,429	)
Adjusted balance, beginning of period*		15,678,898		1,568		-			-			3,175,209			304,200		(3,923,677	)		(442,700	)
Public warrants assumed from SPAC		-		-		-			-			488,750			-		(488,750	)		-
Private warrants assumed from SPAC		-		-		-			-			(22,525	)		-		-			(22,525	)
Share-based compensation		-		-		-			-			37,252			262		-			37,514
Net loss		-		-		-			-			-			-		(1,123,683	)		(1,123,683	)
Balance June 30, 2024		15,678,898	$	1,568		-		$	-		$	3,678,686		$	304,462	$	(5,536,110	)	$	(1,551,394	)
Conversion of Notes Payable		3,750,617		375		-			-			4,009,634			-		-			4,010,009
Warrant conversion		130,000		13		-			-			-			-		-			13
Share-based compensation		304,000		30		-			-			1,952,821			-		-			1,952,851
Other		-		-		-			-			8,518			-		-			8,518
Net loss		-		-		-			-			-			-		(2,959,426	)		(2,959,426	)
Balance at September 30, 2024 (unaudited)		19,863,515	$	1,986		-		$	-		$	9,649,659		$	304,462	$	(8,495,536	)	$	1,460,571

																		Total
					Preferred Stock						Additional		Additional					Stockholder’s
	Common Stock				(Series B, C and D)						Paid-in		Paid-in		Accumulated			Equity
	Shares		Amount		Shares			Amount			Capital		Capital		Deficit			(Deficit)
Balance, January 1, 2023 as recast		-	$	-		1,405,250		$	475		$	3,419,003	$	-	$	(3,216,219	)	$	203,259
Retroactive application of merger		15,130,393		1,513		(1,405,250	)		(475	)		1,074,878		-		-			1,075,916
Adjusted balance, beginning of period at 6/21/2024		15,130,393		1,513		-			-			4,493,881		-		(3,216,219	)		1,279,175
Net loss		-		-		-			-			-		-		(580,983	)		(580,983	)
Balance at September 30, 2023, Revised		15,130,393	$	1,513		-		$	-		$	4,493,881	$	-	$	(3,797,202	)	$	698,192

Net loss		-		-		-			-			-		-		(126,475	)		(126,475	)
Balance at December 31, 2023 (unaudited)		15,130,393	$	1,513		-		$	-		$	4,493,881	$	-	$	(3,923,677	)	$	571,717

*	Note: as a result of the business combination as recast, the shares of the Company’s common stock prior to the Business Combination (refer to Note 1) have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination on 6/21/24.

See accompanying notes to the unaudited consolidated financial statements.

KLOTHO NEUROSCIENCES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended
	September 30, 2024			September 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,083,109	)	$	(580,983	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in fair value of warrant liability		(1,325	)		-
Commitment fee		250,000			-
Stock-based compensation		1,990,366			100,000
Changes in operating assets and liabilities:
Prepaid expenses		(99,910	)		(1,613	)
Accounts payable		19,870			168,966
Accrued expenses		557,839			21,224
Tax payable		(568,111	)		-
Related party payable		(128,000	)		45,000
Other liabilities		60,022			-
Net cash used in operating activities	$	(2,002,358	)	$	(247,406	)

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of patents		-			(10,000	)
Acquisition of licenses		(123,497	)		(66,325	)
Net cash used in investing activities	$	(123,497	)	$	(76,325	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible promissory note		1,000,000			-
Proceeds from sales of stocks and warrants, net		175,000			-
Proceeds from related party loans		100,000			-
Proceeds from shareholders		120,000			-
Merger proceeds net of transaction cost		778,942			-
Repayment of advance to shareholder		-			250,000
Net cash provided by financing activities	$	2,173,942		$	250,000

NET CHANGE IN CASH		48,087			(73,731	)
Cash - Beginning of period		2,808			75,872
Cash - End of period	$	50,895		$	2,141

SUPPLEMENTAL NON-CASH FINANCING AND INVESTING ACTIVITIES:
Note payable settled with issuance of common stock	$	5,258,270		$	-
Interest payable settled with issuance of common stock	$	60,022		$	-
Non-cash directors and officers insurance	$	154,500		$	-
Non-cash PIPE Funds used for merger transaction close	$	2,950,000		$	-
Commitment fee paid in stock	$	250,000		$	-
Assumed warrant liability from merger	$	22,525		$	-
Assumed income tax payable	$	568,111		$	-
Warrant conversion	$	96,200		$	-

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest Paid	$	2,460		$	37,707
Taxes Paid	$	-		$	-

See accompanying notes to the unaudited consolidated financial statements.

KLOTHO NEUROSCIENCES, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION

Klotho Neurosciences, Inc. (“The Company” or “Klotho”), formerly known as ANEW Medical, Inc., develops essential medicines for the treatment of chronic diseases – cancer, cardiovascular, and neurodegenerative disorders. The Company currently has acquired two licensed platforms: a generic drug portfolio and a biosimilar biologics platform that uses biologic therapies to treat cancer, and two proprietary, patented technologies involving the melanocortin receptor-binding molecules and a gene therapy platform which uses a gene therapy approach to introduce a therapeutic protein called “Klotho” inside the body to treat neurodegenerative diseases.

On September 12, 2022, the Company acquired five market-approved anti-cancer drugs approved for sale in Germany. The Market Authorizations (MA’s) are for four of the drugs that comprise the “FOLFOX” and “FOLFIRI” multi-drug regimens used in treatment of metastatic colorectal and gastric cancer and in two of the drugs that are used to treat metastatic lung cancer. The drugs are important in the treatment of many solid tumors in both childhood and adult cancers. Previously, the Company acquired two off-patent bio generic antibodies from Reliance Life Sciences (RLS), the life science arm of Reliance Industries Pvt Ltd. of Navi Mumbai, India.

During January 2023, the Company acquired a treatment for small drug molecules that bind to the melanocortin receptors on human cells and affect skin pigmentation.

Effective July 24, 2024, the Company changed its legal name from ANEW Medical, Inc. to Klotho Neurosciences, Inc. This name change was approved by the Company’s Board of Directors to better reflect the strategic focus of its proprietary products. Throughout these financial statements, references to the “Company” refer to Klotho Neurosciences, Inc., formerly known as ANEW. Under certain circumstances, references to ANEW have remained when useful in describing the sequence of events that occurred during the merger between Redwoods and ANEW.

Business Combinations

As of May 30, 2023, Redwoods Acquisition Corp., a Delaware corporation and a special purpose acquisition company (“Redwoods”), Anew Medical Sub, Inc., a Wyoming corporation (“Merger Sub”) and ANEW Medical, Inc., a Wyoming corporation (“ANEW”) entered into a Business Combination Agreement, which was amended as of November 4, 2023 (the “Business Combination Agreement”). On June 21, 2024 (the “Closing Date”), Merger Sub merged with and into ANEW, with ANEW continuing as the surviving corporation and as a wholly owned subsidiary of Redwoods (the “Business Combination”). In connection with the Business Combination, on June 21, 2024, Redwoods filed its Second Amended Certificate of Incorporation with the Delaware Secretary of State, and adopted the amended and restated bylaws (the “Amended and Restated Bylaws”), which replaced Redwoods’ Charter and Bylaws in effect as of such time. In connection with the closing of the Business Combination (the “Closing”), Redwoods changed its name to “ANEW Medical, Inc.”

For accounting purposes, the transactions contemplated by the Business Combination are treated as a reverse acquisition and, as such, the historical financial statements of the accounting acquirer ANEW (Wyoming) will become the historical financial statements of the Company. Under this method of accounting, Redwoods was treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of the Company issuing shares for the net assets of Redwoods, accompanied by a recapitalization. The net assets of Redwoods were stated at historical cost with no goodwill or other intangible assets recorded.

Recapitalization

In connection with the merger, the Company issued six million shares in exchange for all of the outstanding shares of ANEW. At $10 per Redwood’s share, the valuation of ANEW was $60 million.

Immediately after giving effect to the Business Combination, 15,130,393 shares of Company Common Stock were outstanding, from which 2,875,000 remain in escrow for the Redwoods founders. In addition, there were 12,030,000 warrants immediately exercisable and composed of 11,500,000 public warrants and 530,000 private warrants. Following the Closing, on June 21, 2024, the Company’s Common Stock and Warrants began trading on the Nasdaq under the symbols “WENA” and “WENAW,” respectively. The Public Units of Redwoods automatically separated into the component securities upon consummation of the Business Combination and, as a result, no longer trade as a separate security. Further, upon closing of the Business Combination on June 21, 2024, the Company received approximately $181,339 in net cash proceeds. During the three months ended September 30, 2024, the Company determined there was an additional approximate $8,500 cash.

At Closing, pursuant to the terms of the Business Combination Agreement and after giving effect to the redemptions of shares of Redwoods Common Stock:

●

The total consideration paid at Closing (the “Merger Consideration”) by Redwoods to ANEW Medical, Inc. security holders was 6,000,000 shares of the Company common stock valued at $60 million (the “Consideration Shares”), based on an implied ANEW equity value of $60,000,000 valued at $10 per share;

●

Each share of ANEW Medical Common Stock, if any, that was owned by Redwoods, Merger Sub, ANEW Medical, Inc. or any other affiliate of Redwoods immediately prior to the effective time of the Merger (the “Effective Time”) was automatically cancelled and retired without any conversion or consideration;

●

Each share of Merger Sub common stock, par value $0.0001 per share (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time was converted into one newly issued share of Common Stock of the Surviving Corporation.

In connection with the Merger, the Company entered into a convertible promissory note and Securities Purchase Agreement (“SPA”) with certain accredited investors (the “Redwoods PIPE Investors”) for an aggregate of 750,000 shares (bonus free trading shares and restricted shares issued at closing), with each unit consisting of one share of Company common stock (the “PIPE Shares”) for an aggregate purchase price of $2,000,000 (the “Redwoods PIPE Financing”). Upon the closing of the Redwoods PIPE Financing (which closed in connection with the closing of the Merger), the $2,000,000 were used by the Company to settle transaction costs. The Company received approximately $181,339 in net cash proceeds and recorded a receivable of $50,000 from the Redwoods PIPE Financing funds.

In connection with the Merger, the Company entered convertible promissory note and Securities Purchase Agreement (“SPA”) with certain accredited investors (the “ANEW PIPE Investors”) for an aggregate of 854,257 units (bonus free trading shares and restricted shares issued at closing), with each unit consisting of one share of Company common stock (the “PIPE Shares”) for an aggregate purchase price of $2,000,000 (the “ANEW PIPE Financing”). Upon the closing of the ANEW PIPE Financing (which closed in connection with the closing of the Merger), $1,000,000 was used by the Company to settle transaction costs. The Company received approximately $950,000 in cash proceeds and recorded a receivable of $50,000 from the ANEW PIPE Financing funds.

Concurrent with Closing, certain ANEW stockholders may be entitled to up to an additional 5,000,000 shares of Company Common Stock (the “Contingent Consideration Shares”), upon the following conditions being met:

(i)

2,000,000 Contingent Consideration Shares upon the Company’s common stock achieving a closing price equal to or exceeding $12.50 for 10 trading days within a 20-day trading period in the first three years following the Closing;

(ii)

2,000,000 Contingent Consideration Shares upon the Company’s common stock achieving a closing price equal to or exceeding $15.00 for 10 trading days within a 20-day trading period in the first three years following the Closing; and

(iii)

1,000,000 Contingent Consideration Shares upon the Company’s common stock achieving a closing price equal to or exceeding $20.00 for 10 trading days within a 20-day trading period in the first five years following the Closing.

In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparable periods up to June 21, 2024 and reflected as such as of September 30, 2024, to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to ANEW’s stockholders in connection with the merger. As such, the shares and corresponding capital amounts and earnings per share related to ANEW’s common stock prior to the merger have been retroactively restated as shares reflecting the exchange ratio established in the merger.

For accounting purposes, the Merger was treated as the equivalent of the Company issuing shares for the net assets of Redwoods, accompanied by a recapitalization. The net assets of Redwoods were stated at historical cost with no goodwill or other intangible assets recorded. In connection with the Merger, in addition to the warrants, ANEW Medical assumed $589,081 in cash and $568,111 in income tax payable. The income tax payable of $568,111 was settled in full as of September 30, 2024 from the assumed $589,081 cash.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

The accompanying unaudited consolidated financial statements have been prepared as if the Company will continue as a going concern. The Company has incurred significant operating losses and negative cash flows from operations since inception. As of September 30, 2024, the Company had cash of approximately $51,000 and an accumulated deficit of approximately $8.5 million. The Company has incurred recurring losses, has experienced recurring negative operating cash flows, and requires significant cash resources to execute its business plans. The Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue to execute its development plans and continue operations. Without additional funding, there is substantial doubt about the Company’s ability to continue as a going concern for twelve months from the date of these financial statements.

Basis of Presentation and Principles of Consolidation

The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The Company prepared the Financial Statements, without audit, pursuant to the rules and regulations of the SEC applicable to quarterly reporting on Form 10-Q and reflect, in management’s opinion, all adjustments necessary to present fairly the financial information. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements, prepared in accordance with generally accepted accounting principles, have been consolidated or omitted as permitted by such rules and regulations. These Financial Statements should be read in conjunction with the consolidated financial statements and related notes included in the 2023 Annual Report. Results of operations for interim periods are not necessarily indicative of annual results.

Reclassification

Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations and were not material.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2024, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The assets and liabilities are valued using a fair market basis as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) ASC 820, Fair Value Measurement. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the FASB that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of the fair value hierarchy are described below:

	Level 1:	Quoted prices in active markets for identical assets or liabilities.

	Level 2:	Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair value measurement.

	Fair value measurements at reporting date using:
	Fair value		Quoted prices in active markets for identical liabilities (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Liabilities:
Representative warrant liabilities, September 30, 2024	$	21,200	$	-	$	-	$	21,200

Liabilities:
Representative warrant liabilities, December 31, 2023	$	-	$	-	$	-	$	-

The following tables present a reconciliation of the Level 3 Private Warrants liabilities:

	Nine Months Ended September 30,
	2024			2023
Representative warrant liabilities, January 1	$	-		$	-
Issuances/Assumptions		22,525			-
Change in fair value		(1,325	)		-
Representative warrant liabilities, September 30	$	21,200		$	-

	Three Months Ended September 30,
	2024			2023
Representative warrant liabilities, July 1	$	62,222		$	-
Change in fair value		(41,022	)		-
Representative warrant liabilities, September 30	$	21,200		$	-

Intangible Assets

The Company’s intangible assets consist of acquired medical licenses and patents.

The Company acquires medical licenses for the treatment of medical conditions to market and sell in the future. The initial asset cost is the cost to acquire the license. Once in use, the Company amortizes the license cost over the useful life using the straight-line method. As part of the licensing agreements, the Company acquires patents and records the cost to acquire patents as the initial asset cost. Once the patents are approved and in use, assuming no litigations expenses, the Company amortizes the patent cost over the useful life using the straight-line method. The amortization period will not exceed the lifespan of the protection afforded by the patent. If the expected useful life of the patent is even shorter, the Company will use the useful life for amortization purposes. Thus, the shorter of a patent’s useful life or legal life will be used for the amortization period.

Impairment of Long-Lived and Intangible Assets

The Company assesses the impairment of long-lived and intangible assets periodically, or at least annually, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important, which could trigger an impairment review, include the following: significant underperformance relative to historical or projected future cash flows; significant changes in the manner of use of the assets or the strategy of the overall business; and significant negative industry trends. When management determines that the carrying value of long-lived and intangible assets may not be recoverable, impairment is measured as the excess of the assets’ carrying value over the estimated fair value. Management is not aware of any other impairment charges that may currently be required; however, the Company cannot predict the occurrence of events that might adversely affect the reported values in the future. On an annual basis, the Company tests the long-lived and intangible assets for impairment based on the projected net present value of cash flows for each asset. Prior to the annual impairment test, if circumstances change and a long-lived or intangible asset is deemed impaired, an impairment loss will be immediately recognized in the statements of operations. At December 31, 2023, the date of the last impairment test, it was determined that the estimated fair value of the intangible assets exceeded the carrying value of the assets by 50%, indicating no impairment.

Revenue Recognition

The Company is in a pre-revenue state and does not generate revenue. When the Company commences to derive revenue, those contracts will be accounted in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic ASC 606).

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASU 740, “Income Taxes”. Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company is subject to Income tax filings requirements in U.S. federal and various state jurisdictions. The Company’s tax returns for years from 2021, 2022, and 2023 are subject to U.S. federal, state, and local income tax examinations by tax authorities.

The Company reports income tax related interest and penalties within the income tax line item on the consolidated statements of operations. The Company likewise reports the reversal of income tax-related interest and penalties within such line item to the extent the Company resolves the liabilities for uncertain tax positions in a manner favorable to the accruals.

Net Loss Per Share (Basic and Diluted)

Basic net loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares outstanding, plus the number of additional shares that would have been outstanding if the common share equivalents had been issued, if dilutive.

The following table details the net loss per share calculation, reconciles between basic and diluted weighted average shares outstanding, and presents the potentially dilutive shares that are excluded from the calculation of the weighted average diluted common shares outstanding, because their inclusion would have been anti-dilutive:

	For the Nine Months Ended September 30,
	2024			2023
Numerator:

Net loss	$	(4,083,109	)	$	(580,983	)

Weighted average shares outstanding (denominator for basic earnings per share)		16,588,940			15,130,393

Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method)		16,588,940			15,130,393

Basic loss per share	$	(0.25	)	$	(0.04	)
Diluted loss per share	$	(0.25	)	$	(0.04	)

The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive:

	For the Nine Months Ended September 30,
	2024		2023
Warrants		12,030,000		12,030,000
Total potentially dilutive shares		12,030,000		12,030,000

Research and Development Cost

Research and development (R&D) costs are expensed as incurred. R&D costs are related to the Company’s internally funded development of the Company medical licenses and patents. The Company R&D costs were $0 for the three and nine months ended September 30, 2024 and 2023, respectively.

Share-based Compensation

The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718 and No. 505. The Company issues restricted stock to employees and consultants for their services. Cost for these transactions are measured at the fair value of the equity instruments issued at the date of grant. These shares are considered fully vested and the fair market value is recognized as an expense in the period granted. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period.

The Company recorded share-based compensation of $1,990,366 and $100,000 for the nine months ended September 30, 2024, and 2023, respectively.

Warrants

As of September 30, 2024, the fair value of the Representative Warrant liabilities was $21,200 based on the closing price of the warrants on The Nasdaq Capital Market. The fair value of the Representative Warrants was approximately $0.04 per Representative Warrant, which was based on the relative fair value to the Public Warrants. During the quarter, our Public and Private Warrants met the conditions necessary to adjust the exercise price and the redemption trigger price. As of September 30, 2024, the exercise price was $3.49 per warrant, and the redemption trigger price was $5.01. During the three months ended September 30, 2024, the fair value of the Representative warrants decreased by $41,022.

During the three months ended September 30, 2024, a warrant holder exercised 130,000 warrants issued as part of the Series D Preferred Shares related to the Business Combination, with a total value of $96,200, valued as of September 27, 2024.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

NOTE 3 — PREPAID EXPENSES

Prepaid expenses consist of prepayment of the premium on Directors and Officers insurance. As of September 30, 2024 and December 31, 2023, prepaid expenses totaled $103,750 and $3,840, respectively, in the accompanying consolidated balance sheets.

NOTE 4 — INTANGIBLE ASSETS

Intangible assets consisted of the following:

Intangible Assets	September 30, 2024		December 31, 2023
Licenses
Non-Exclusive License Agreement	$	179,821	$	56,325
Proprietary pharmaceutical drugs		10,000		10,000
Various generic drugs		736,983		736,983
Four generic drugs (Encore)		1,308,270		1,308,270
Needleless Syringe License		26,060		26,060
Patents		48,420		48,420
Total intangible assets	$	2,309,554	$	2,186,058

Intangible assets are as follows:

●

Non-Exclusive License Agreement ($179,821) – On March 5, 2023, the Company signed a Non-Exclusive License Agreement with Heidelberg University to grant non-exclusive rights to various licenses owned and under development by the university. The licenses include the use of modified AAV capsid polypeptides for treatment of muscular diseases. The terms include a €50,000 ($56,325) fee for signing the agreement and €100,000 ($112,650) payment within 60 days of the anniversary of signing the agreement. The Company will pay €1,000,000 ($1,126,500) for each assignment of a right to a license owned by the university. For new licenses, the Company will make standard commercial development-based milestone payments for the various stages of license development and regulatory approval. The Company will make 2 % royalty payments by January 31^st each year during the term of the agreement for each licensed product for the proceeding calendar year. At September 30, 2024, the Company paid $179,821 under the agreement.

●

Proprietary Pharmaceutical Drugs ($10,000) – On January 27, 2023, the Company signed a License Agreement with Teleost Biopharmaceutic, LLC to acquire various assets for the Company’s proprietary pharmaceutical program segment. The license includes the use of patented small drug molecules that bind to the melanocortin receptors on human cells and affect skin pigmentation. The terms include a $10,000 fee for signing the agreement and a $50,000 payment on January 27, 2024. The Company will pay for all new patent costs for new discoveries and new treatments. The Company will make standard commercial development-based milestone payments for the various stages of license development and regulatory approval. In addition, the Company will make royalty payments on the net sales for commercial products. Beginning in 2025, the Company will also pay patent and license maintenance fees. The amount due under the agreement was $10,000 at September 30, 2024. The License Agreement with Teleost Biopharmaceutic, LLC was terminated as of November 8, 2024. See note 11- subsequent events for additional detail.

●

Various Generic Drugs ($736,983) - During 2015, the Company acquired two licenses for two licensed platform technologies, a biosimilar biologics platform that uses biologic therapies to treat cancer – recombinant antibodies, and a gene therapy platform which uses a gene therapy approach to introduce a therapeutic protein called “Klotho” inside the body to treat neurodegenerative diseases. The value of the licenses was $736,983 at September 30, 2024.

●

Four Generic Drugs (Encore) ($1,308,270) – On September 12, 2022, the Company acquired four market-approved anti-cancer drugs approved for sale in Germany for $1,308,270. The purchase price represents the fair value of the intangible asset based on the net present value of the projected gross profit to be generated by the licenses. The value of the licenses was $1,308,270 at September 30, 2024 and December 31, 2023.

●

Needleless Syringe License ($26,060) – On December 1, 2023, the Company signed a license agreement with TransferTech Sherbooke for the rights to develop and commercialize the technology of a “Needleless Syringe.” Under the terms of the agreement, the Company paid a $26,060 upfront fee and royalty fees on the license income. The Company has not commenced developing the technology. The amount paid was $26,060 at September 30, 2024.

●

Patents ($48,420) – Through its licensing arrangements, the Company acquires the right to patents for Alzheimer, ALS and other items. Once the patents are declared effective, patents are amortized using the straight-line method over their estimated useful lives or statutory lives, whichever is shorter, and will be reviewed for impairment upon any triggering event that may impact the assets’ ultimate recoverability as prescribed under the guidance related to impairment of long-lived assets. Costs incurred to acquire patents, including legal costs, are also capitalized as long-lived assets and amortized on a straight-line basis with the associated patent. At December 31, 2023, certain professional fees incurred for the patents in the amount of $47,740 were deemed not capitalizable and were expensed as professional fees in the accompanying statements for operations. At September 30, 2024, professional fees incurred for the patents in the amount of $30,898 were deemed not capitalizable and were expensed as professional fees in the accompanying statements for operations. The patent value, which I spart of licenses in the accompanying consolidated balance sheet, as of September 30, 2024 and December 31, 2023 was $48,420, respectively.

●

Exclusive World-wide License Agreement - On January 24, 2022, the Company signed an exclusive, world-wide License Agreement with the University of Barcelona for a cell and/or gene therapy that has shown compelling activity in animal models of human Alzheimer’s disease and amyotrophic lateral sclerosis (“ALS” or “Lou Gehrig’s disease”). The gene therapy will also be applied to age-related diseases and rare (“Orphan”) diseases. Beginning on December 15, 2022, the Quarterly license fee is 10,000 Euros. In addition, the Company will pay a Royalty equal to 3% of net sales of finished products. For the nine months ended September 30, 2024 and 2023, the Company owes $0 under the agreement.

These licenses and patents are not currently in use as the Company is pre-revenue stage. Once these licenses are in use, the licenses will be amortized over its useful life. The Company expects to utilize these licenses and patents in year 2025.

NOTE 5 — ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of professional fees. The accounts payable and accrued expenses as of September 30, 2024 and December 31, 2023 were $831,428 and $153,719, respectively, in the accompanying consolidated balance sheet.

NOTE 6 – NOTES PAYABLE TO RELATED PARTIES

Notes payable to related parties consisted of the following:

	September 30, 2024		December 31, 2023

*December 2023* - $135,000 original amount bearing no interest due upon demand	$	-	$	135,000
*May 2024 and December 2023* - $7,000 and $24,000 original amount bearing a one-time interest fee of $2,460 due upon demand.		31,000		24,000
*August 2024* - $80,000 original amount bearing no interest due upon demand		80,000		-
*August 2024* - $20,000 original amount bearing no interest due upon demand		20,000		-
*September 2024* - $20,000 original amount bearing no interest due upon demand		20,000		-
Total notes payable to related parties	$	151,000	$	159,000

December 2023 ($135,000) – On December 1, 2023, the Company issued a promissory note to two members of management in the amount of $135,000. The promissory note did not accrue interest. The unpaid principal balance was $0 and $135,000 at September 30, 2024 and December 31, 2023, respectively.

May 2024 and December 2023 ($7,000 and $24,000) – On December 12, 2023, the Company issued a promissory note to a member of management. The promissory note accrued interest at a one-time interest fee of $2,460, which was paid off as of September 30, 2024. The unpaid principal balance was $31,000 and $24,000 at September 30, 2024 and December 31, 2023, respectively.

August 2024 ($80,000) – On August 27, 2024, the Company issued a promissory note to a member of management. The promissory note accrues no interest. The unpaid principal balance was $80,000 and $0 at September 30, 2024 and December 31, 2023, respectively.

August 2024 ($20,000) – On August 27, 2024, the Company issued a promissory note to a member of management. The promissory note accrues no interest. The unpaid principal balance was $20,000 and $0 at September 30, 2024 and December 31, 2023, respectively.

September 2024 ($20,000) – On September 30, 2024, the Company issued a promissory note to a member of management. The promissory note accrues no interest. The unpaid principal balance was $20,000 and $0 at September 30, 2024 and December 31, 2023, respectively.

NOTE 7 — NOTES PAYABLE

On September 12, 2022, the Company issued a $1,308,270 promissory note used to acquire four market-approved anti-cancer drugs. See Note 4 – Intangible Assets for further discussion. The promissory note bore interest at 6% and had a maturity date of June 30, 2023. Pursuant to the agreement, the interest stopped accruing at June 30, 2023. As of December 31, 2023, the Company made interest payments of $78,496 to fully satisfy the interest obligation under the promissory note. The note was converted into the Company’s common shares and fully settled as part of the merger that closed on June 21, 2024. The unpaid principal balance of the note was $0 and $1,308,270 at September 30, 2024 and December 31, 2023, respectively.

On March 4, 2024, in connection with the Merger, Public ANEW entered into a convertible promissory note and Securities Purchase Agreement (“SPA”) with certain accredited investors (the “Redwoods PIPE Investors”) for an aggregate purchase price of up to $2,000,000 (the “Redwoods PIPE Financing”), which included 750,000 bonus shares of common stock. Upon the closing of the Redwoods PIPE Financing (funded and closed in connection with the closing of the Merger on June 21, 2024), which totaled $1,950,000, of which $1,768,661 was used by the Company to settle transaction costs. The Company received approximately $181,339 in net cash proceeds.

On April 22, 2024, prior to the closing of the Business Combination Agreement, ANEW Medical (Wyoming) entered into a convertible promissory note and Securities Purchase Agreement (“SPA”) with certain accredited investors (the “ANEW PIPE Investors”) for an aggregate purchase price of up to $2,000,000 (the “ANEW PIPE Financing”), which included 900,000 bonus shares of common stock. Upon the closing of the ANEW PIPE Financing (funded and closed in connection with the closing of the Merger on June 21, 2024), which totaled $1,950,000 initially, of which $1,000,000 was used by the Company to settle transaction costs. The Company received approximately $1,000,000 in cash proceeds during the nine months ended September 30, 2024 and $50,000 during the three months ended September 30, 2024.

Both convertible promissory notes, Redwoods PIPE Financing and ANEW PIPE Financing, bore an interest rate of 10%.

During the third quarter of 2024, investors converted convertible promissory notes totaling $4,010,022, including $3,950,000 of principal and $60,022 accrued interest, through the issuance of 4,050,617 shares of common stock, of which 3,750,617 shares of common stock were issued and outstanding as of September 30, 2024. On October 2, 2024, 300,000 shares of common stock were issued to satisfy the liability in full.

NOTE 8 — RELATED PARTIES

On October 10, 2021, the Company signed an Employment Agreement with Dr, Joseph Sinkule to serve as the Company’s CEO for three years ending on October 9^th, 2024. In addition, Mr. Sinkule will serve as a member of the board of directors for a five-year term. Mr. Sinkule’s annual salary will be $240,000 per year and increase to $360,000 per year upon raising a total of five million dollars ($5,000,000) or more in equity and/or debt financing. The Company’s CEO has earned $240,000 for the years ended December 31, 2023 and 2022. In accordance with the agreement, at September 30, 2024 and December 31, 2023, the Company’s CEO is owed $0 and $80,000, respectively.

During November 2022, the Company advanced a shareholder $300,000 as a short-term loan. The loan is non-interest bearing and due by the end of December 2022. The shareholder repaid $50,000 during December 2022 and $250,000 in January 2023 to fully satisfy the advance. At September 30, 2024 and December 31, 2023, the loan balance was $0.

On December 12, 2023, the Company issued a promissory note to a member of management. The promissory note accrued interest at a one-time interest fee of $2,460, which was paid off as of September 30, 2024. The unpaid principal balance was $31,000 and $24,000 at September 30, 2024 and December 31, 2023, respectively.

On August 27, 2024, the Company issued a promissory note to a member of management. The promissory note accrues no interest. The unpaid principal balance was $80,000 and $0 at September 30, 2024 and December 31, 2023, respectively.

On August 27, 2024, the Company issued a promissory note to a member of management. the promissory note accrues no interest. The unpaid principal balance was $20,000 and $0 at September 30, 2024 and December 31, 2023, respectively.

At September 30, 2024 and December 31, 2023, the aggregate related party payable was $151,000 and $159,000, respectively.

NOTE 9 — STOCKHOLDER’S EQUITY

On June 21, 2024, the Business Combination, among other transactions contemplated by the Business Combination Agreement, was completed. The transaction was accounted as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Redwoods was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the Combined Company represent a continuation of the financial statements of Klotho with the Transactions treated as the equivalent of Klotho issuing shares for the net assets of Redwoods, accompanied by a recapitalization. Under this method of accounting, Redwoods was treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of the Company issuing shares for the net assets of Redwoods, accompanied by a recapitalization. The net assets of Redwoods were stated at historical cost with no goodwill or other intangible assets recorded. See “NOTE 1 — Organization and Business Description” for detail.

Equity Incentive Plan

In connection with the Business Combination, the Company’s Board adopted, and the Company’s stockholders approved, the Equity Incentive Plan (“Equity Incentive Plan”). Although the Company does not have a formal policy with respect to the grant of equity incentive awards to the Company’s executive officers, the Company believes that equity awards provide Company’s executive officers with a strong link to the Company’s long-term performance, create an ownership culture and help to align the interests of the Company’s executives and the Company’s stockholders. In addition, Company believes that equity awards with a time-based vesting feature promote executive retention because this feature provides incentives to Company’s executive officers to remain in Klotho’s employment during the applicable vesting period. Accordingly, Company’s board of directors periodically reviews the equity incentive compensation of the Company’s executive officers and from time to time may grant equity incentive awards to them.

During the three months ended September 30, 2024, the Company granted 3,144,000 shares at a weighted average fair value of $0.94 per share, with various vesting schedules, resulting in share-based compensation expense of $1,952,851. During the nine months ended September 30, 2024 stock-based compensation expense totaled $1,990,366.

NOTE 10 — COMMITMENTS AND CONTINGENCIES

From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or other claims will have a material effect on the Company’s business, financial condition, results of operations or cash flows.

Material Contracts

On November 27, 2014, the Company signed a License Agreement and a Manufacturing and Supply Agreement for the monoclonal antibody development license and supply agreement and related manufacturing with Reliance Life Sciences (RLS), the life science arm of Reliance Industries Pvt Ltd, the largest private company in India. The contract expires on November 27, 2024 with a 10-year renewal option. The License Agreement entitles the Company to pay $100,000 per product for a total of three products with milestone payments for meeting certain criteria. In addition, the Company will pay a quarterly royalty payment of 5% on net sales of finished products. The Manufacturing and Supply Agreement contains an estimated acquisition price of active pharmaceutical ingredients (API) of $350,000 per Kg for each product developed. As of September 30, 2024, the Company has not generated any activity under the agreement.

On October 19, 2022, the Company signed an M&A/Capital Markets Advisory Agreement with Chardan Capital Markets to advise and assist the Company in negotiating the terms and conditions with respect to a potential sale, purchase, merger, joint venture, business combination, material change of control, or similar transaction involving the Company and a strategic acquirer and/or private or publicly listed entity or business, including a Special Purpose Acquisition Company (SPAC), and with respect to any offerings of any equity, equity-linked or debt securities of the Company or any other party to a financing transaction and perform such other financial advisory services to the Company. At the close of the merger on June 21, 2024, the Company paid $3.0 million and 1.5 million in common shares for M&A advisory fees and deferred underwriting fees. On August 20, 2024, the Company signed a Capital Markets Advisory Agreement with Chardan Capital Markets to assist with additional fundraising.

On June 13, 2024, RWOD and Klotho entered into a forward purchase agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, the “Seller”) (the “Forward Purchase Agreement”). Redwoods is the holder of the asset and Sponsor and is also a counterparty to Klotho. Upon Closing of the merger on June 21, 2024 and on September 30, 2024, the value of the contract for the Company was $0 as the contract created no receivable or obligation for the Company. On September 19, 2024, the Company modified the settlement amount price of the contract to $2.00 and the shares held with Meteora are able to be sold at Meteora’s sole discretion, with the reset price subject to weekly changes. The Company will assess the Company obligation and value the contract in the future periods based on fair value and record changes on the fair value in the Condensed Consolidated Statements of Operations.

The Company entered into several employment, advisory, and consulting agreements during the quarter. On August 15^th, 2024, the Company entered into a three-year employment agreement with Jeffrey LeBlanc, who joined the Company as Chief Financial Officer. Pursuant to the Employment Agreement, Mr. LeBlanc will receive an annual base salary of $325,000, 100,000 shares of common stock immediately upon signing, 200,000 shares of common stock within one year of the effective date, and 200,000 shares of common stock within two years of the effective date. On August 15^th, 2024, the Company entered into a three-year employment agreement with Peter Moriarty, who joined the Company as Chief Operating Officer. Pursuant to the Employment Agreement, Mr. Moriarty will receive an annual base salary of $300,000, 100,000 shares of common stock immediately upon signing, 200,000 shares of common stock within one year of the effective date, and 200,000 shares of common stock within two years of the effective date. On September 24, 2024, the Company entered into a one-year Scientific Advisory Board agreement with Dr. Robert Langer. Pursuant to the Scientific Advisory Board Agreement, Dr. Langer shall receive $175,000 in compensation and 225,000 shares of common stock, immediately vested upon signing. The Company also entered into various consulting agreements to assist with pharmaceutical development and business development with total monthly obligation to the Company of $22,000 per month as of September 30,2024 through year end.

NASDAQ Deficiencies

On August 16, 2024, the Company received two delinquency notification letters (the “Notices”) from the Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rules 5450(b)(2)(C) and 5450(b)(2)(A). The Notices cite the Company’s (a) not being in compliance with the minimum Market Value of Publicly Held Shares (“MVPHS”) requirement as set forth in Nasdaq Listing Rule 5450(b)(2)(C) and (b) not being in compliance with the minimum Market Value of Listed Securities (MVLS) requirement as set forth in Nasdaq Listing Rule 5450(b)(2)(A).

In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided 180 calendar days, or until February 12, 2025, to regain compliance. To regain compliance, prior to February 12, 2025, (a) the Company’s minimum market value of publicly held shares must close at $15,000,000 or more for a minimum of 10 consecutive business days and (b) the Company’s minimum market value of listed securities must close at $50,000,000 or more for a minimum of 10 consecutive business days.

If the Company fails to timely regain compliance with Nasdaq Listing Rules, the Company’s common stock will be subject to delisting from Nasdaq. As part of its compliance plan, the Company is evaluating a change in Nasdaq listing tiers and alternate means of qualification, including but not limited to the shareholder equity standard of qualification.

On October 15, 2024, the Company received a delinquency notification letter (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) due to the failure of the Company’s common stock to maintain a minimum bid price of $1 per share for 30 consecutive business days as required by Nasdaq Listing Rule 5450(a)(1).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until April 14, 2025, to regain compliance. To regain compliance, prior to April 14, 2025, the closing bid price of the Company’s common stock must be at least $1 for a minimum of ten consecutive business days.

If the Company fails to timely regain compliance with Nasdaq Listing Rules, the Company’s common stock will be subject to delisting from Nasdaq.

NOTE 11 — SUBSEQUENT EVENTS

The Company has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued, and has determined that the following subsequent event exists:

●

Key Executive Employment Agreement – Joseph Sinkule, Chief Executive Officer - On October 24, 2024, Dr. Joseph Sinkule, the Company’s Chief Executive Officer, entered into a new three-year employment agreement with the Company. Pursuant to the Employment Agreement, Dr. Sinkule will receive an annual base salary of $360,000, and will receive an equity award of 1,000,000 options pursuant to the Company’s 2023 Incentive Plan. The options are valid for a period of three (3) years and have an exercise price equal to the closing price of the Company’s common stock on October 24, 2024. In addition, Dr. Sinkule will be eligible to participate in the Company’s annual bonus program for executives.

●

Teleost Biopharmaceuticals – On November 8, 2024, the Company and Teleost Biopharmaceuticals, LLC mutually agreed to terminate a Licensing Agreement dated January 28, 2023 granting the Company certain rights to develop and commercialize certain patent rights previously licensed to Teleost and know-how rights owned by Teleost in the field of gamma-melanocortins comprised of drug and peptide chemicals, API and pharmaceuticals that bind, affect, and potentially treat diseases directly or indirectly related to human MC1R receptors. The Company sought the termination of the Licensing Agreement since the licensed rights are no longer core to the Company’s business and research plans. This termination did not result in a financial impact for the Company.

●

Scientific Advisory Board – On November 11, 2024, the Company appointed an additional advisor to our Scientific Advisory Board with annual compensation of $36,000.

●

Convertible Promissory Note – On November 14, 2024, the Company signed a Securities Purchase Agreement (SPA) tied to a Convertible Promissory Note with Austria Capital LLC in the amount of $1.2 million with an original issue discount of 20%, or a net amount of $1,000,000 for the Company. The Note will be due in November 2025. On November 15, 2024, the Company received a subscription advance in the amount of $100,000. The Company expects to close the transaction by November 22, 2024.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Klotho Neurosciences, Inc. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report, including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the search for an initial business combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s filings with the SEC can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

Klotho Neurosciences, Inc. (“The Company” or “Klotho”) develops essential medicines for the treatment of chronic diseases – cancer, cardiovascular, and neurodegenerative disorders. The Company currently has acquired two licensed platforms: a generic drug portfolio and a biosimilar biologics platform that uses biologic therapies to treat cancer, and two proprietary, patented technologies involving the melanocortin receptor-binding molecules and a gene therapy platform which uses a gene therapy approach to introduce a therapeutic protein called “Klotho” inside the body to treat neurodegenerative diseases.

Effective September 17, 2024, the Company changed its legal name from ANEW Medical, Inc. to Klotho Neurosciences, Inc. This name change was approved by the Company’s Board of Directors to better reflect the strategic focus of its proprietary products. Throughout these financial statements, references to the ‘Company’ refer to Klotho Neurosciences, Inc., formerly known as ANEW or ANEW Public. Under certain circumstances, references to ANEW and ANEW Public have remained when useful in describing the sequence of events that occurred during the merger between Redwoods and ANEW.

As of May 30, 2023, Redwoods Acquisition Corp., a Delaware corporation and a special purpose acquisition company (“Redwoods”), Anew Medical Sub, Inc., a Wyoming corporation (“Merger Sub”) and ANEW Medical, Inc., a Wyoming corporation (“ANEW”) entered into a Business Combination Agreement, which was amended as of November 4, 2023 (the “Business Combination Agreement”). On June 21, 2024 (the “Closing Date”), Merger Sub merged with and into ANEW, with ANEW continuing as the surviving corporation and as a wholly owned subsidiary of Redwoods (the “Business Combination”). In connection with the Business Combination, on June 21, 2024, Redwoods filed a Second Amended Certificate of Incorporation with the Delaware Secretary of State, and adopted the amended and restated bylaws (the “Amended and Restated Bylaws”), which replaced Redwoods’ Charter and Bylaws in effect as of such time. In connection with the closing of the Business Combination (the “Closing”), Redwoods changed its name to “ANEW Medical, Inc.”

Critical Accounting Policies and Estimates

See Item 1, Note 2 – “Summary of Significant Accounting Policies.”

Results of Operations

For accounting purposes, the transactions contemplated by the Business Combination are treated as a reverse acquisition and, as such, the historical financial statements of the accounting acquirer Klotho will become the historical financial statements of Public ANEW. Under this method of accounting, Redwoods was treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of the Company issuing shares for the net assets of Redwoods, accompanied by a recapitalization. The net assets of Redwoods were stated at historical cost with no goodwill or other intangible assets recorded.

We have not generated any operating revenues to date. To date, the Company’s operations have consisted of acquiring our licensed platforms and patents, and planning for the Business Combination. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as our expenses associated with planning our research and clinical testing operations.

Results of Operations for the Three and Nine Months Ended September 30, 2024 Compared to the Three and Nine Months Ended September 30, 2023

Revenues

The Company had no revenue for the nine months ended September 30, 2024 and September 30, 2023.

Operating Expenses

Operating expenses are composed of consultant fees and professional fees.

Our operating expenses for the three months ended September 30, 2024 were $2,870,932 compared to $123,737 for the three months ended September 30, 2023, an increase of $2,747,195. The increase was primarily due to increased share-based compensation expense.

Our operating expenses for the nine months ended September 30, 2024 were $3,688,584 compared to $520,589 for the nine months ended September 30, 2023, an increase of $3,167,995. The increase was primarily due to increased share-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 three months ended September 30, 2024, we incurred a net loss of $2,959,426 compared to a net loss of $144,111 for the three month period ended September 30, 2023. The increase in net loss was primarily due to increased share-based compensation expense.

For the nine months ended September 30, 2024, we incurred a net loss of $4,083,109 compared to a net loss of $580,983 for the nine month period ended September 30, 2023, an increase of $3,502,126. The increase in net loss was primarily due to increased stock-based compensation expense as well as expenses associated with preparing for our business combination including increases in third party consulting fees and professional fees.

Liquidity and Capital Resources

	Nine Months Ended September 30,
	2024			2023

Net cash used in operating activities	$	(2,002,358	)	$	(247,406	)
Net cash used in investing activities		(123,497	)		(76,325	)
Net cash provided by financing activities		2,173,942			250,000
Net increase (decrease) in cash and cash equivalents	$	48,087		$	(73,731	)
Cash, beginning of year		2,808			75,872
Cash, end of year	$	50,895		$	2,141

Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2024 was $2,002,358, compared to $247,406, for the nine months ended September 30, 2023, an increase of approximately $1,755,000. The significant increase in cash used in operating activities is primarily attributable to increases in expenses related to the business combination and continued operating costs. We expect net cash used in operating activities to increase in the coming periods, until our products are able to produce meaningful revenue.

Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2024 was $123,497, compared to $76,325 for the nine months ended September 30, 2023, an increase of approximately $47,000. The increase in cash used in investing activities is primarily attributable to licensing payments made in the period.

Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2024 was $2,173,942, which consisted of investments, proceeds from the business combination, as well as proceeds from related parties. For the nine months ended September 30, 2023, net cash provided by financing activities was $250,000, from repayment of an advance to a shareholder.

Liquidity, Capital Resources and Going Concern

As of September 30, 2024, the Company had cash of $50,895 and net working capital of ($827,783).

The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and incurred significant transaction costs related to the consummation of the Business Combination.

The accompanying consolidated financial statements have been prepared as if the Company will continue as a going concern. The Company has incurred significant operating losses and negative cash flows from operations since inception. As of September 30, 2024, the Company had cash of approximately $51,000 and an accumulated deficit of approximately $8.5 million. The Company has incurred recurring losses, has experienced recurring negative operating cash flows, and requires significant cash resources to execute its business plans. The Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue to execute its development plans and continue operations. Without additional funding, there is substantial doubt about the Company’s ability to continue as a going concern for twelve months from the date of these financial statements.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Emerging Growth Company Status

We are an “emerging growth company”, as defined in the JOBS Act, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an emerging growth company, we can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We intend to avail ourselves of these options. Once adopted, we must continue to report on that basis until we no longer qualify as an emerging growth company.

We will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of our initial public offering; (ii) the first fiscal year after our annual gross revenue are $1.07 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If, as a result of our decision to reduce future disclosure, investors find our common stock less attractive, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to make disclosures under this Item.

Item 4. 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 September 30, 2024. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 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.

Management has identified control deficiencies regarding inadequate accounting resources, the lack of segregation of duties and the need for a stronger internal control environment. Our management believes that these material weaknesses are due to the small size of our accounting staff. The small size of our accounting outsourced staff may prevent adequate controls in the future due to the cost/benefit of such remediation.

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be prevented or detected on a timely basis. In light of this material weakness, we performed additional analyses and procedures in order to conclude that our financial statements for the quarter ended September 30, 2024, included in this Quarterly Report on Form 10-Q were fairly stated in accordance with GAAP. Accordingly, management believes that despite our material weaknesses, our financial statements for the quarter ended September 30, 2024, are fairly stated, in all material respects, in accordance with GAAP.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to make disclosures under this Item.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended September 30, 2024, the Company’s Board of Directors adopted an Insider Trading Policy which applies to the Company’s officers, directors, employees and consultants, a copy of which is attached hereto as Exhibit 19.1, to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

Exhibit No.		Description
19.1*		Klotho Neurosciences, Inc. Insider Trading Policy
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Accounting and Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Accounting and Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

Filed herewith.

Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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 thereunto duly authorized.

	KLOTHO NEUROSCIENCES, INC.

Date: November 19, 2024	By:	/s/ Joseph A. Sinkule
	Name:	Joseph A. Sinkule
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: November 19, 2024	By:	/s/ Jeffrey LeBlanc
	Name:	Jeffrey LeBlanc
	Title:	Chief Financial Officer (Principal Accounting Officer)

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Exhibit 19.1

KLOTHO NEUROSCIENCES, INC.

CONFIDENTIALITY AND INSIDER TRADING POLICY

______

To: All Company Officers, Directors, Employees, Consultants and Temporary Insiders:

This Confidentiality and Insider Trading Policy (this “Policy”) describes the standards of Klotho Neurosciences, Inc. (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly-traded companies while in the possession of confidential information.

One of the principal purposes of the federal securities laws is to prohibit so-called “insider trading.” Simply put, insider trading occurs when a person uses material non-public information obtained through involvement with the Company to make decisions to purchase, sell, give away or otherwise trade the Company’s securities or to provide that information to others outside the Company. Serious problems could be caused for the Company by unauthorized disclosure of internal information about the Company, including problems relating to improper trading in Company stock. Company personnel should not discuss internal Company matters or developments with anyone outside of the Company, except as required in the performance of regular corporate duties. Care should also be taken to avoid inadvertent disclosure of confidential information, such as through conversations that may be overheard.

The prohibition on disclosure of confidential information applies specifically (but not exclusively) to inquiries about the Company that may be made by the financial press, investment analysts or others in the financial community. It is important that all such communications on behalf of the Company be through an appropriately designated officer under carefully controlled circumstances. Unless you are expressly authorized to the contrary, if you receive any inquiries of this nature, you should decline comment and refer the inquirer to the Company’s Chief Executive Officer or Chief Financial Officer.

1. Our Policy Against Trading on Undisclosed Information. If a director, officer, employee, consultant or temporary insider has material non-public information relating to our Company, this Policy and governing law prohibit such person, or any related person, from buying or selling securities of the Company (or engaging in any other action to take advantage of that information or pass that information on to others) until the third business day after the date all material non-public information concerning the Company known to such person has been publicly announced in a press release or filing with the Securities and Exchange Commission (the “SEC”). This Policy and governing law also prohibit trading in the securities of other companies such as potential acquisition candidates or our customers or suppliers about which you have material, non-lpublic information as a result of your employment or you consulting assignment.

Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are no exception. Even the appearance of any improper transaction must be avoided to preserve our reputation for adhering to the highest standards of conduct.

Material information. Material information is any information that a reasonable investor would consider important in a decision to buy, hold or sell stock – in short, any information that could reasonably affect the price of the stock. It is not possible to define all categories of material information; however, common examples of information that will frequently be regarded as material are:

(i)

projections of future earnings or losses, including changes in earnings estimates;

(ii)

unusual gains or losses in major operations;

(iii)

news of a pending or proposed merger, acquisition or tender offer;

(iv)

news of significant sales of assets or the disposition of a subsidiary;

(v)

significant write-downs in assets or increases in revenues;

(vi)

developments regarding significant litigation or government agency investigations;

(vii)

changes in dividend policies or the declaration of a stock split or the offering of additional securities;

(viii)

changes in management;

(ix)

significant new products or discoveries;

(x)

changes in debt ratings;

(xi)

offerings of Company securities;

(xii)

impending bankruptcy or financial liquidity problems; and

(xiii)

the gain or loss of a substantial customer or supplier.

Either positive or negative information may be material. Material information is not limited to historical facts but may also include projections and forecasts. With respect to a future event, such as a merger, acquisition or introduction of a new product, the point at which negotiations or product development are determined to be material is determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a company's operations or stock price should it occur. Thus, information concerning an event that would have a large effect on stock price, such as a merger, may be material even if the possibility that the event will occur is relatively small. When in doubt about whether particular non-public information is material, presume it is material. If you are unsure whether information is material, you should consult the Chief Executive Officer or Chief Financial Officer before making any decision to disclose such information (other than to persons who need to know it) or to trade in or recommend securities to which that information relates.

(Klotho Neurosciences Insider Trading Policy July 2024)

Non-Public Information. Insider trading prohibitions come into play only when you possess information that is material and "non-public." The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To be "public" the information must have been disseminated in a manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information.

Non-Public information may include:

(i)

information available to a select group of analysts or brokers or institutional investors;

(ii)

undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; and

(iii)

information that has been entrusted to the Company on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information (normally three business days).

As with questions of materiality, if you are not sure whether information is considered public, you should either consult with the Chief Executive Officer or Chief Financial Officer, or assume that the information is "non-public" and treat it as confidential.

When Information is Public. As you can appreciate, it is also improper for an officer, director or employee to enter a trade immediately after the company has made public announcement of material information, including earnings releases. Because the Company's shareholders and the investing public should be afforded the time to receive the information and act upon it, you should not engage in any transactions until the third business day after the information has been released.

Twenty-Twenty Hindsight. Remember, if your securities transactions become the subject of scrutiny, they will be viewed after-the-fact with the benefit of hindsight. As a result, before engaging in any transaction you should carefully consider how regulators and others might view your transaction in hindsight.

(Klotho Neurosciences Insider Trading Policy July 2024)

Transactions By Family Members. The very same restrictions that apply to you also apply to your family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in your household, and any family members who do not live in your household but whose transactions in Company securities are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in Company securities (collectively referred to as “Family Members”). Employees are expected to be responsible for the compliance of their Family Members.

Transactions by Entities that You Influence or Control. This Policy applies to any entities that you influence or control, including any corporations, partnerships or trusts (collectively referred to as “Controlled Entities”), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account.

Tipping Information to Others. Whether the information is proprietary information about our Company or information that could have an impact on our stock price, employees must not pass the information on to others. Serious penalties apply, whether or not you derive any benefit from another's actions.

Inside Information Regarding Other Companies. This Policy and the guidelines described herein also apply to material, non-public information relating to other companies, including the Company’s customers, vendors or suppliers (“Business Partners”), when that information is obtained in the course of employment with, or other services performed on behalf of, the Company. Civil and criminal penalties, and termination of employment, may result from trading on material, non-public information regarding the Company’s Business Partners. All employees should treat material, non-public information about the Company’s Business Partners with the same care required with respect to information related directly to the Company.

Post-Termination Transactions. This Policy, except for pre-clearance procedures specified in this section, continues to apply to transactions in Company securities even after termination of service to the Company. If an individual is in possession of material, non-public information when his or her service terminates, that individual may not trade in Company securities until that information has become public or is no longer material.

Black-Out Periods. Each of the Chief Executive Officer or Chief Financial Officer has the authority, when he or she deems it necessary or advisable because of developments known to the Company and not yet disclosed to the public or for other reasons, to prohibit members of the Board of Directors, officers and any other employees from transacting in Company securities. The Chief Executive Officer or Chief Financial Officer will notify you by email of such a prohibition (referred to as a “Black-Out Period”), and the Black-Out Period shall continue for as long as the Chief Executive Officer or Chief Financial Officer specifies. In the event of a Black-Out Period, affected persons may not engage in any transaction involving the purchase or sale of the Company’ securities during the Black-Out Period and may not disclose to others the fact of their transaction suspension. If a Black-Out Period is imposed, you and your related persons MAY NOT execute transactions even if the Trading Window (as defined below) is then otherwise open for other employees.

(Klotho Neurosciences Insider Trading Policy July 2024)

Trading Window. The following applies to:

●

All members of the Board of Directors

●

Executive Officers (those officers who have been notified that they are subject to the provisions of Section 16 of the Securities Exchange Act of 1934 – namely the reporting of beneficial ownership on Form 3’s, 4’s, and 5’s and prohibition on short swing profits), and

●

Certain employees and consultants of the Company, who have been separately notified that these provisions apply to them, will be reviewed periodically, or when other significant events occur (each, a “Key Employee”). Individuals will be added or removed from coverage as necessary. You will be notified if there is any change in your status.

To increase compliance with the insider trading laws, the Company has created a Trading Window policy. The Trading Window opens at the close of business on the second trading day following the date the financial results for a particular fiscal quarter or year are disclosed to the general public and closes at the close of business on the fourteenth day of the third calendar month of that fiscal quarter.

All members of the Board of Directors, Executive Officers and Key Employees may not transact in the Company’s securities other than during the Trading Window.

The preferred period for transacting in the Company’s securities, assuming the absence of material non-public Information at the time, is generally the first ten days of each Trading Window.

You will be notified quarterly when the Trading Window opens and closes, you should know, however, that even during the Trading Window, if you have knowledge of material non- public information concerning the Company, you may not transact in the Company’s securities until the close of business of the second trading day following the date such information has been disclosed to the general public or ceases to be material non-public Information. Transacting in the Company’s securities during the Trading Window should not be considered a “safe harbor,” and you should use good judgment at all times.

Pre-Clearance of Transactions. Directors, Executive Officers and Key Employees may only transact in the Company’s securities when the Trading Window is open (and assuming a Black- Out Period has not been imposed and they are not otherwise aware of material non-public Information), and then only with the prior approval of the Company’s Chief Executive Officer or Chief Financial Officer. The information that must be provided when requesting pre-clearance is set forth on attached Exhibit A. The Chief Executive Officer or Chief Financial Officer is under no obligation to approve a transaction submitted for pre-clearance, and may determine not to permit the transaction. If a person seeks pre-clearance and permission to engage in the transaction is denied, then he or she should refrain from initiating any transaction in Company securities, and should not inform any other person of the restriction.

(Klotho Neurosciences Insider Trading Policy July 2024)

When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of any material, non-public information about the Company, and should describe fully those circumstances to the Chief Executive Officer or Chief Financial Officer. The requestor should also indicate whether he or she has effected any non-exempt “opposite-way” transactions within the past six months, and should be prepared to report the proposed transaction on an appropriate Form 4 or Form 5. The requestor should also be prepared to comply with SEC Rule 144 and file Form 144, if necessary, at the time of any sale.

Pre-cleared trades must be effected within five business days of receipt of pre- clearance unless an exception is granted. Transactions not effected within the time limit would be subject to pre-clearance again. The requestor receiving clearance for a trade should notify the Chief Executive Officer or Chief Financial Officer of the completion of the transaction.

Other Transactions. Employees who are not officers, directors or 10% shareholders are not prohibited under the federal securities laws from trading in the Company's securities on a short-term basis. However, as a matter of Company policy, the following transactions involving Company securities should not be undertaken unless pre-cleared with the Chief Executive Officer: short sales, margin purchases, or purchases or sales of puts or calls.

Company Assistance. If you have any questions concerning specific transactions in stock of the Company, you are encouraged to contact the Company’s Chief Executive Officer or Chief Financial Officer. However, the ultimate responsibility for adhering to this Policy and avoiding improper transactions rests with you.

2. Prohibition Against Disclosure of Nonpublic Information. The Chief Executive Officer and Chief Financial Officer of the Company (the “Authorized Personnel”) are authorized to communicate with brokers, dealers, analysts, institutional investors, shareholders, affiliates of the foregoing and any other person that has purchased or sold, or may reasonably be expected to purchase or sell, any common stock of the Company (collectively, “Securities Professionals and Shareholders”). Other employees, directors and temporary insiders are not authorized to provide oral or written information to Securities Professionals and Shareholders, except at the express direction of the Authorized Personnel. If you receive any inquiries from any Securities Professionals or Shareholders, you should decline comment and refer the inquirer to one or more of the Authorized Personnel.

(Klotho Neurosciences Insider Trading Policy July 2024)

If you have any doubt as to your responsibilities under these guidelines, seek clarification and guidance from the Chief Executive Officer or Chief Financial Officer before you act.

Do not try to resolve uncertainties on your own.

We will expect the strictest compliance with these procedures by all personnel at every level. As set forth below, failure to observe them may result in serious legal difficulties for you, as well as the Company.

3. Certain Exceptions. The Policy set forth in Section 1 does not apply in the case of the following transactions, except as specifically noted:

Stock Incentive Plan. For purposes of this Policy, the Company considers the exercise of stock options for cash under the Company’s stock options plans or the purchase of shares under any Company employee stock purchase plan or otherwise from the Company (but not the sale of any such shares acquired on the exercise of the option or the purchase) exempt from this Policy unless the Company is aware of material, non-public information that it cannot disclose to the participant, because the other party to the transaction is the Company itself and the price does not vary with the market but is fixed by the terms of the option agreement or the plan.

10b5-1 Programs. Pursuant to SEC Rule 10b5-1, directors, officers and employees of the Company may establish written programs at a time at which they do not have material, non-public-information which permit (i) automatic trading of the Company’s stock through a third-party broker or (ii) trading of the Company’s stock by an independent person (e.g., an investment banker) who is not aware of material, non-public-information at the time of a trade. All programs shall be subject to the restrictions and limitations imposed by SEC Rule 10b5-1. These rules are technical in nature and a 10b5-1 program should only be established with a broker or other securities professional with experience and expertise in this area. Each program (or the form of program established by a broker or other third party) must be reviewed by the Chief Executive Officer or Chief Financial Officer prior to establishment, to confirm compliance with this policy and the applicable securities laws. Once a program is implemented in accordance with this Section 3, trades pursuant to such program shall not be subject to the limitations and restriction set forth in other sections of this Policy. If properly established and implemented, trading pursuant to a program may occur even when the person on whose behalf such trade is made is aware of material, non-public-information.

4. Violations of Insider Trading Laws. Penalties for trading on or communicating material non-public information can be severe, both for individuals involved in such unlawful conduct and their employers and supervisors, and may include jail terms, criminal fines, civil penalties and civil enforcement injunctions. Given the severity of the potential penalties, compliance with this Policy is absolutely mandatory.

Legal Penalties. A person who violates insider trading laws by engaging in transactions in a company's securities when he or she has material, non-public information can be sentenced to a substantial jail term and required to pay a criminal penalty of several times the amount of profits gained or losses avoided.

In addition, a person who tips others may also be liable for transactions by the tippees to whom he or she has disclosed material non-public information. Tippers can be subject to the same penalties and sanctions as the tippees, and the SEC has imposed large penalties even when the tipper did not profit from the transaction.

The SEC can also seek substantial civil penalties from any person who, at the time of an insider trading violation, "directly or indirectly controlled the person who committed such violation," which would apply to the Company and/or management and supervisory personnel. These control persons may be held liable for up to the greater of $1 million or three times the amount of the profits gained or losses avoided. Even for violations that result in a small or no profit, the SEC can seek penalties from a company and/or its management and supervisory personnel as control persons.

Company-imposed Penalties. Employees who violate this Policy may be subject to disciplinary action by the Company, including dismissal for cause. Any exceptions to the Policy, if permitted, may only be granted by the Chief Executive Officer and must be provided before any activity contrary to the above requirements takes place.

( ** Signature Page Follows **)

(Klotho Neurosciences Insider Trading Policy July 2024)

ACKNOWLEDGMENT CONFIDENTIALITY

AND INSIDER TRADING POLICY

I have read and I understand the Klotho Neurosciences, Inc. Confidentiality and Insider Trading. (the “Policy”) to which this Acknowledgment is attached. I agree to comply with the Policy and understand that a violation of the Policy will be considered an extremely serious matter and a basis for immediate termination.

Signature: ________________________________

Name: ___________________________________

Date: ____________________________________

(Klotho Neurosciences Insider Trading Policy July 2024)

Klotho Neurosciences, Inc.

Pre-Clearance Form

To the attention of the Company’s Chief Executive Officer/Chief Financial Officer

As required under the Company’s Confidentiality and Insider Trading Policy, I am seeking pre- clearance of a transaction involving the Company’s securities.

I certify that:

●

I am not in possession of any material non-public information concerning the securities,

●

I have not violated any provision of the Confidentiality and Insider Trading Policy, and

●

I have fully and honestly disclosed below all information concerning this transaction.

The details of the proposed transaction are set forth below.

Type of transaction (acquisition/disposition): _____________________________

Type of security (e.g. option, common stock): ____________________________

Number of securities (estimate): _______________________________________

Acquisition or Disposition Price (if known):$ _____________________________

Any other terms of the transaction: _____________________________________

Signature: ________________________________

Name: ___________________________________

Title: ____________________________________

Date: ____________________________________

(Klotho Neurosciences Insider Trading Policy July 2024)

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph A. Sinkule, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarterly period ended September 30, 2024 of Klotho Neurosciences, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

(Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a));

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 19, 2024	/s/ Joseph A. Sinkule
	Joseph A. Sinkule
	Chief Executive Officer
	(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey LeBlanc, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarterly period ended September 30, 2024 of Klotho Neurosciences, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a));

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 19, 2024	/s/ Jeffrey LeBlanc
	Jeffrey LeBlanc
	Chief Financial Officer
	(Principal Accounting Officer)

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Klotho Neurosciences, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Joseph A. Sinkule, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 19, 2024	/s/ Joseph A. Sinkule
	Joseph A. Sinkule
	Chief Executive Officer
	(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Klotho Neurosciences, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Jeffrey LeBlanc, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 19, 2024	/s/ Jeffrey LeBlanc
	Jeffrey LeBlanc
	Chief Financial Officer
	(Principal Accounting Officer)

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 19, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	KLOTHO NEUROSCIENCES, INC.
Entity Central Index Key	0001907223
Entity File Number	001-41340
Entity Tax Identification Number	86-2727441
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	13576 Walnut Street
Entity Address, Address Line Two	Suite A
Entity Address, City or Town	Omaha
Entity Address, State or Province	NE
Entity Address, Postal Zip Code	68144
Entity Phone Fax Numbers [Line Items]
City Area Code	(833)
Local Phone Number	931-6330
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		21,263,515
Common Stock
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	KLTO
Security Exchange Name	NASDAQ
Warrants
Entity Listings [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	KLTOW
Security Exchange Name	NASDAQ

Unaudited Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 50,895	$ 2,808
Prepaid expenses	103,750	3,840
Total current assets	154,645	6,648
Licenses	2,261,134	2,137,638
Patents	48,420	48,420
Total assets	2,464,199	2,192,706
Current liabilities:
Accounts payable	271,129	151,259
Accrued expenses	560,299	2,460
Notes payable		1,308,270
Total current liabilities	982,428	1,620,989
Warrant liability	21,200
Total liabilities	1,003,628	1,620,989
Commitments and contingencies (Note 10)
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.0001, 100,000,000 shares authorized; 0 issued and outstanding.
Common stock, par value $0.0001, 1,000,000,000 shares authorized; 19,863,515 and 15,130,393 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.	1,986	1,513
Additional paid-in capital	9,649,659	4,493,881
Common stock to be issued	304,462
Accumulated deficit	(8,495,536)	(3,923,677)
Total stockholders’ equity	1,460,571	571,717
Total liabilities and stockholders’ equity	2,464,199	2,192,706
Related Party
Current liabilities:
Notes payable to related parties	$ 151,000	$ 159,000

Unaudited Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	19,863,515	15,130,393
Common stock, shares outstanding	19,863,515	15,130,393

Unaudited Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:
Professional fees	$ 865,928	$ 117,770	$ 1,634,790	$ 494,075
General and administrative	2,005,004	5,967	2,053,794	26,514
Total operating expenses	2,870,932	123,737	3,688,584	520,589
Net operating loss	(2,870,932)	(123,737)	(3,688,584)	(520,589)
Other income (expense):
Interest expense	(44,956)	(20,379)	(60,020)	(60,472)
Change in fair value of warrant liability	41,022		1,325
Other income (expense)	(84,560)	5	(335,830)	78
Total other income (expense)	(88,494)	(20,374)	(394,525)	(60,394)
Net loss before income taxes	(2,959,426)	(144,111)	(4,083,109)	(580,983)
Income taxes
Net loss	$ (2,959,426)	$ (144,111)	$ (4,083,109)	$ (580,983)
Net loss per share: Basic (in Dollars per share)	$ (0.18)	$ (0.01)	$ (0.25)	$ (0.04)
Net loss per share: Diluted (in Dollars per share)	$ (0.18)	$ (0.01)	$ (0.25)	$ (0.04)
Weighted average common shares outstanding – basic (in Shares)	16,688,945	15,130,393	16,588,940	15,130,393
Weighted average common shares outstanding – diluted (in Shares)	16,688,945	15,130,393	16,588,940	15,130,393

Unaudited Consolidated Statements of Changes in Stockholders’ Equity - USD ($)

Common Stock

Previously Reported

Common Stock

Adjusted balance

Common Stock

Preferred Stock (Series B, C and D)

Previously Reported

Preferred Stock (Series B, C and D)

Adjusted balance

Preferred Stock (Series B, C and D)

Additional Paid-in Capital

Previously Reported

Additional Paid-in Capital

Adjusted balance

Additional Paid-in Capital

Common Stock to be Issued

Previously Reported

Common Stock to be Issued

Adjusted balance

Common Stock to be Issued

Accumulated Deficit

Previously Reported

Accumulated Deficit

Adjusted balance

Accumulated Deficit

Previously Reported

Adjusted balance

Total

Balance at Dec. 31, 2022

$ 1,513

$ 475

$ 3,419,003

$ 4,493,881

$ (3,216,219)

$ 203,259

$ 1,279,175

Balance (in Shares) at Dec. 31, 2022

15,130,393

1,405,250

Retroactive application of merger

$ 1,513

$ (475)

$ 1,074,878

$ 1,075,916

Retroactive application of merger (in Shares)

15,130,393

(1,405,250)

Net loss

(580,983)

Balance at Sep. 30, 2023

$ 1,513

4,493,881

(3,797,202)

698,192

Balance (in Shares) at Sep. 30, 2023

15,130,393

Net loss

(126,475)

Balance at Dec. 31, 2023

$ 1,513

$ 1,568

^[1]

$ 1,513

$ 12

^[1]

4,493,881

3,175,209

^[1]

4,493,881

$ 304,200

^[1]

(3,923,677)

^[1]

(3,923,677)

571,729

(442,700)

^[1]

571,717

Balance (in Shares) at Dec. 31, 2023

15,130,393

15,678,898

^[1]

15,130,393

120,000

^[1]

Retroactive application of merger

$ 55

$ (12)

(1,318,672)

$ 304,200

(1,014,429)

Retroactive application of merger (in Shares)

548,505

(120,000)

Public warrants assumed from SPAC

488,750

(488,750)

Private warrants assumed from SPAC

(22,525)

Share-based compensation

37,252

262

37,514

Share-based compensation (in Shares)

Net loss

(1,123,683)

Balance at Jun. 30, 2024

$ 1,568

3,678,686

304,462

(5,536,110)

(1,551,394)

Balance (in Shares) at Jun. 30, 2024

15,678,898

Balance at Dec. 31, 2023

$ 1,513

$ 1,568

^[1]

$ 1,513

$ 12

^[1]

$ 4,493,881

3,175,209

^[1]

4,493,881

304,200

^[1]

$ (3,923,677)

(3,923,677)

^[1]

(3,923,677)

$ 571,729

(442,700)

^[1]

571,717

Balance (in Shares) at Dec. 31, 2023

15,130,393

15,678,898

^[1]

15,130,393

120,000

^[1]

Net loss

(4,083,109)

Balance at Sep. 30, 2024

$ 1,986

9,649,659

304,462

(8,495,536)

1,460,571

Balance (in Shares) at Sep. 30, 2024

19,863,515

Balance at Jun. 30, 2024

$ 1,568

3,678,686

304,462

(5,536,110)

(1,551,394)

Balance (in Shares) at Jun. 30, 2024

15,678,898

Conversion of Notes Payable

$ 375

4,009,634

4,010,009

Conversion of Notes Payable (in Shares)

3,750,617

Warrant conversion

$ 13

Warrant conversion (in Shares)

130,000

Share-based compensation

$ 30

1,952,821

1,952,851

Share-based compensation (in Shares)

304,000

Other

8,518

Net loss

$ (2,959,426)

(2,959,426)

Balance at Sep. 30, 2024

$ 1,986

$ 9,649,659

$ 304,462

$ (8,495,536)

$ 1,460,571

Balance (in Shares) at Sep. 30, 2024

19,863,515

[1]	Note: as a result of the business combination as recast, the shares of the Company’s common stock prior to the Business Combination (refer to Note 1) have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination on 6/21/24.

Unaudited Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (4,083,109)	$ (580,983)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in fair value of warrant liability	(1,325)
Commitment fee	250,000
Stock-based compensation	1,990,366	100,000
Changes in operating assets and liabilities:
Prepaid expenses	(99,910)	(1,613)
Accounts payable	19,870	168,966
Accrued expenses	557,839	21,224
Tax payable	(568,111)
Related party payable	(128,000)	45,000
Other Liabilities	60,022
Net cash used in operating activities	(2,002,358)	(247,406)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of patents		(10,000)
Acquisition of licenses	(123,497)	(66,325)
Net cash used in investing activities	(123,497)	(76,325)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible promissory note	1,000,000
Proceeds from sales of stocks and warrants, net	175,000
Proceeds from related party loans	100,000
Proceeds from shareholders	120,000
Merger proceeds net of transaction cost	778,942
Repayment of advance to shareholder		250,000
Net cash provided by financing activities	2,173,942	250,000
NET CHANGE IN CASH	48,087	(73,731)
Cash - Beginning of period	2,808	75,872
Cash - End of period	50,895	2,141
SUPPLEMENTAL NON-CASH FINANCING AND INVESTING ACTIVITIES:
Note payable settled with issuance of common stock	5,258,270
Interest payable settled with issuance of common stock	60,022
Non-cash directors and officers insurance	154,500
Non-cash PIPE Funds used for merger transaction close	2,950,000
Commitment fee paid in stock	250,000
Assumed warrant liability from merger	22,525
Assumed income tax payable	568,111
Warrant conversion	96,200
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest Paid	2,460	37,707
Taxes Paid

Organization and Business Description

9 Months Ended

Sep. 30, 2024

Organization and Business Description [Abstract]

ORGANIZATION AND BUSINESS DESCRIPTION

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION

During January 2023, the Company acquired a treatment for small drug molecules that bind to the melanocortin receptors on human cells and affect skin pigmentation.

Business Combinations

Recapitalization

In connection with the merger, the Company issued six million shares in exchange for all of the outstanding shares of ANEW. At $10 per Redwood’s share, the valuation of ANEW was $60 million.

At Closing, pursuant to the terms of the Business Combination Agreement and after giving effect to the redemptions of shares of Redwoods Common Stock:

●

(i)

(ii)

(iii)

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

Basis of Presentation and Principles of Consolidation

Reclassification

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Concentration of Credit Risk

Fair Value of Financial Instruments

	Level 1:	Quoted prices in active markets for identical assets or liabilities.

	Level 2:	Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions.

	Fair value measurements at reporting date using:
	Fair value		Quoted prices in active markets for identical liabilities (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Liabilities:
Representative warrant liabilities, September 30, 2024	$	21,200	$	-	$	-	$	21,200

Liabilities:
Representative warrant liabilities, December 31, 2023	$	-	$	-	$	-	$	-

The following tables present a reconciliation of the Level 3 Private Warrants liabilities:

	Nine Months Ended September 30,
	2024			2023
Representative warrant liabilities, January 1	$	-		$	-
Issuances/Assumptions		22,525			-
Change in fair value		(1,325	)		-
Representative warrant liabilities, September 30	$	21,200		$	-

	Three Months Ended September 30,
	2024			2023
Representative warrant liabilities, July 1	$	62,222		$	-
Change in fair value		(41,022	)		-
Representative warrant liabilities, September 30	$	21,200		$	-

Intangible Assets

The Company’s intangible assets consist of acquired medical licenses and patents.

Impairment of Long-Lived and Intangible Assets

Revenue Recognition

Income Taxes

Net Loss Per Share (Basic and Diluted)

	For the Nine Months Ended September 30,
	2024			2023
Numerator:

Net loss	$	(4,083,109	)	$	(580,983	)

Weighted average shares outstanding (denominator for basic earnings per share)		16,588,940			15,130,393

Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method)		16,588,940			15,130,393

Basic loss per share	$	(0.25	)	$	(0.04	)
Diluted loss per share	$	(0.25	)	$	(0.04	)

The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive:

	For the Nine Months Ended September 30,
	2024		2023
Warrants		12,030,000		12,030,000
Total potentially dilutive shares		12,030,000		12,030,000

Research and Development Cost

Share-based Compensation

The Company recorded share-based compensation of $1,990,366 and $100,000 for the nine months ended September 30, 2024, and 2023, respectively.

Warrants

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Recent Accounting Pronouncements

Prepaid Expenses

9 Months Ended

Sep. 30, 2024

Prepaid Expenses [Abstract]

PREPAID EXPENSES

NOTE 3 — PREPAID EXPENSES

Intangible Assets

9 Months Ended

Sep. 30, 2024

Intangible Assets [Abstract]

INTANGIBLE ASSETS

NOTE 4 — INTANGIBLE ASSETS

Intangible assets consisted of the following:

Intangible Assets	September 30, 2024		December 31, 2023
Licenses
Non-Exclusive License Agreement	$	179,821	$	56,325
Proprietary pharmaceutical drugs		10,000		10,000
Various generic drugs		736,983		736,983
Four generic drugs (Encore)		1,308,270		1,308,270
Needleless Syringe License		26,060		26,060
Patents		48,420		48,420
Total intangible assets	$	2,309,554	$	2,186,058

Intangible assets are as follows:

●

Accounts Payable and Accrued Expenses

9 Months Ended

Sep. 30, 2024

Accounts Payable and Accrued Expenses [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 5 — ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Notes Payable to Related Parties

9 Months Ended

Sep. 30, 2024

Notes Payable To Related Parties Abstract

NOTES PAYABLE TO RELATED PARTIES

NOTE 6 – NOTES PAYABLE TO RELATED PARTIES

Notes payable to related parties consisted of the following:

	September 30, 2024		December 31, 2023

*December 2023* - $135,000 original amount bearing no interest due upon demand	$	-	$	135,000
*May 2024 and December 2023* - $7,000 and $24,000 original amount bearing a one-time interest fee of $2,460 due upon demand.		31,000		24,000
*August 2024* - $80,000 original amount bearing no interest due upon demand		80,000		-
*August 2024* - $20,000 original amount bearing no interest due upon demand		20,000		-
*September 2024* - $20,000 original amount bearing no interest due upon demand		20,000		-
Total notes payable to related parties	$	151,000	$	159,000

Notes Payable

9 Months Ended

Sep. 30, 2024

Notes Payable [Abstract]

NOTES PAYABLE

NOTE 7 — NOTES PAYABLE

Both convertible promissory notes, Redwoods PIPE Financing and ANEW PIPE Financing, bore an interest rate of 10%.

Related Parties

9 Months Ended

Sep. 30, 2024

Related Parties [Abstract]

RELATED PARTIES

NOTE 8 — RELATED PARTIES

At September 30, 2024 and December 31, 2023, the aggregate related party payable was $151,000 and $159,000, respectively.

Stockholder's Equity

9 Months Ended

Sep. 30, 2024

Stockholders' Equity Note [Abstract]

STOCKHOLDER’S EQUITY

NOTE 9 — STOCKHOLDER’S EQUITY

Equity Incentive Plan

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 10 — COMMITMENTS AND CONTINGENCIES

Material Contracts

NASDAQ Deficiencies

If the Company fails to timely regain compliance with Nasdaq Listing Rules, the Company’s common stock will be subject to delisting from Nasdaq.

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 11 — SUBSEQUENT EVENTS

●

Scientific Advisory Board – On November 11, 2024, the Company appointed an additional advisor to our Scientific Advisory Board with annual compensation of $36,000.

●

Pay vs Performance Disclosure - USD ($)	3 Months Ended			9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (2,959,426)	$ (126,475)	$ (144,111)	$ (4,083,109)	$ (580,983)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Insider Trading Policies and Procedures	3 Months Ended
Insider Trading Policies and Procedures	Sep. 30, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Going Concern

Going Concern

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

Reclassification

Reclassification

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

	Level 1:	Quoted prices in active markets for identical assets or liabilities.

	Level 2:	Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions.

	Fair value measurements at reporting date using:
	Fair value		Quoted prices in active markets for identical liabilities (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Liabilities:
Representative warrant liabilities, September 30, 2024	$	21,200	$	-	$	-	$	21,200

Liabilities:
Representative warrant liabilities, December 31, 2023	$	-	$	-	$	-	$	-

The following tables present a reconciliation of the Level 3 Private Warrants liabilities:

	Nine Months Ended September 30,
	2024			2023
Representative warrant liabilities, January 1	$	-		$	-
Issuances/Assumptions		22,525			-
Change in fair value		(1,325	)		-
Representative warrant liabilities, September 30	$	21,200		$	-

	Three Months Ended September 30,
	2024			2023
Representative warrant liabilities, July 1	$	62,222		$	-
Change in fair value		(41,022	)		-
Representative warrant liabilities, September 30	$	21,200		$	-

Intangible Assets

Intangible Assets

The Company’s intangible assets consist of acquired medical licenses and patents.

Impairment of Long-Lived and Intangible Assets

Impairment of Long-Lived and Intangible Assets

Revenue Recognition

Revenue Recognition

Income Taxes

Income Taxes

Net Loss Per Share (Basic and Diluted)

Net Loss Per Share (Basic and Diluted)

	For the Nine Months Ended September 30,
	2024			2023
Numerator:

Net loss	$	(4,083,109	)	$	(580,983	)

Weighted average shares outstanding (denominator for basic earnings per share)		16,588,940			15,130,393

Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method)		16,588,940			15,130,393

Basic loss per share	$	(0.25	)	$	(0.04	)
Diluted loss per share	$	(0.25	)	$	(0.04	)

The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive:

	For the Nine Months Ended September 30,
	2024		2023
Warrants		12,030,000		12,030,000
Total potentially dilutive shares		12,030,000		12,030,000

Research and Development Cost

Research and Development Cost

Share-based Compensation

Share-based Compensation

The Company recorded share-based compensation of $1,990,366 and $100,000 for the nine months ended September 30, 2024, and 2023, respectively.

Warrants

Warrants

Related Parties

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Schedule of Financial Assets and Liabilities Based on Fair Value Measurement

Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair value measurement.

	Fair value measurements at reporting date using:
	Fair value		Quoted prices in active markets for identical liabilities (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Liabilities:
Representative warrant liabilities, September 30, 2024	$	21,200	$	-	$	-	$	21,200

Liabilities:
Representative warrant liabilities, December 31, 2023	$	-	$	-	$	-	$	-

Schedule of Reconciliation of the Level 3 Representative Warrants liabilities

The following tables present a reconciliation of the Level 3 Private Warrants liabilities:

	Nine Months Ended September 30,
	2024			2023
Representative warrant liabilities, January 1	$	-		$	-
Issuances/Assumptions		22,525			-
Change in fair value		(1,325	)		-
Representative warrant liabilities, September 30	$	21,200		$	-

	Three Months Ended September 30,
	2024			2023
Representative warrant liabilities, July 1	$	62,222		$	-
Change in fair value		(41,022	)		-
Representative warrant liabilities, September 30	$	21,200		$	-

Schedule of Net Loss Per Share Calculation

	For the Nine Months Ended September 30,
	2024			2023
Numerator:

Net loss	$	(4,083,109	)	$	(580,983	)

Weighted average shares outstanding (denominator for basic earnings per share)		16,588,940			15,130,393

Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method)		16,588,940			15,130,393

Basic loss per share	$	(0.25	)	$	(0.04	)
Diluted loss per share	$	(0.25	)	$	(0.04	)

Schedule of Common Share Equivalents are Excluded from the Calculation of Weighted Average Common Shares Outstanding

The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive:

	For the Nine Months Ended September 30,
	2024		2023
Warrants		12,030,000		12,030,000
Total potentially dilutive shares		12,030,000		12,030,000

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Intangible Assets [Abstract]

Schedule of Intangible Assets

Intangible assets consisted of the following:

Intangible Assets	September 30, 2024		December 31, 2023
Licenses
Non-Exclusive License Agreement	$	179,821	$	56,325
Proprietary pharmaceutical drugs		10,000		10,000
Various generic drugs		736,983		736,983
Four generic drugs (Encore)		1,308,270		1,308,270
Needleless Syringe License		26,060		26,060
Patents		48,420		48,420
Total intangible assets	$	2,309,554	$	2,186,058

Notes Payable to Related Parties (Tables)

9 Months Ended

Sep. 30, 2024

Notes Payable To Related Parties Abstract

Schedule of Notes Payable to Related Parties

Notes payable to related parties consisted of the following:

	September 30, 2024		December 31, 2023

*December 2023* - $135,000 original amount bearing no interest due upon demand	$	-	$	135,000
*May 2024 and December 2023* - $7,000 and $24,000 original amount bearing a one-time interest fee of $2,460 due upon demand.		31,000		24,000
*August 2024* - $80,000 original amount bearing no interest due upon demand		80,000		-
*August 2024* - $20,000 original amount bearing no interest due upon demand		20,000		-
*September 2024* - $20,000 original amount bearing no interest due upon demand		20,000		-
Total notes payable to related parties	$	151,000	$	159,000

Organization and Business Description (Details) - USD ($)			9 Months Ended
	Apr. 22, 2024	Mar. 04, 2024	Sep. 30, 2024	Jun. 21, 2024	Dec. 31, 2023
Organization and Business Description [Line Items]
Common stock outstanding (in Shares)			19,863,515		15,130,393
Escrow shares (in Shares)			2,875,000
Cash		$ 181,339	$ 8,500
Number of common stock shares (in Shares)			6,000,000
Common stock valued			$ 1,986		$ 1,513
ANEW equity value			$ 60,000,000
Common stock, par value per share (in Dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
Converted newly issued share (in Shares)			1
Aggregate units (in Shares)	900,000	750,000
Aggregate purchase price			$ 2,000,000
Settle transaction costs	$ 1,950,000	$ 1,950,000
Additional shares of redwoods’ common stock (in Shares)			19,863,515		15,130,393
Contingent consideration shares			(i)2,000,000 Contingent Consideration Shares upon the Company’s common stock achieving a closing price equal to or exceeding $12.50 for 10 trading days within a 20-day trading period in the first three years following the Closing; (ii) 2,000,000 Contingent Consideration Shares upon the Company’s common stock achieving a closing price equal to or exceeding $15.00 for 10 trading days within a 20-day trading period in the first three years following the Closing; and (iii) 1,000,000 Contingent Consideration Shares upon the Company’s common stock achieving a closing price equal to or exceeding $20.00 for 10 trading days within a 20-day trading period in the first five years following the Closing.
Income tax payable			$ 568,111
Public Warrants [Member]
Organization and Business Description [Line Items]
Warrants exercisable (in Shares)			11,500,000
Private Warrants [Member]
Organization and Business Description [Line Items]
Warrants exercisable (in Shares)			530,000
Cash [Member]
Organization and Business Description [Line Items]
Cash			$ 589,081
Income Tax Payable [Member]
Organization and Business Description [Line Items]
Income tax payable			$ 568,111
Business combination [Member]
Organization and Business Description [Line Items]
Cash				$ 181,339
Redwoods Acquisition Corp [Member]
Organization and Business Description [Line Items]
Issued shares (in Shares)			6,000,000
Assuming price per share (in Dollars per share)			$ 10
Valuation of the company			$ 60,000,000
ANew Medical, Inc [Member]
Organization and Business Description [Line Items]
Common stock valued			$ 60,000,000
Per share valuation (in Dollars per share)			$ 10
Redwoods PIPE Investors [Member]
Organization and Business Description [Line Items]
Cash			$ 181,339
Aggregate units (in Shares)			750,000
Settle transaction costs			$ 2,000,000
ANEW PIPE Investors [Member]
Organization and Business Description [Line Items]
Issued shares (in Shares)			1
Cash			$ 589,081
Aggregate units (in Shares)			854,257
Aggregate purchase price			$ 2,000,000
Settle transaction costs			1,000,000
ANEW PIPE Financing Funds [Member]
Organization and Business Description [Line Items]
Cash			950,000
Redwoods PIPE Financing Funds [Member] \| Redwoods PIPE Investors [Member]
Organization and Business Description [Line Items]
Cash			50,000
ANEW PIPE Financing Funds [Member] \| ANEW PIPE Investors [Member]
Organization and Business Description [Line Items]
Cash			$ 50,000
Common Stock [Member]
Organization and Business Description [Line Items]
Common stock outstanding (in Shares)			15,130,393
Merger Sub Common Stock [Member]
Organization and Business Description [Line Items]
Common stock, par value per share (in Dollars per share)			$ 0.0001
Redwoods’ Common Stock [Member]
Organization and Business Description [Line Items]
Additional shares of redwoods’ common stock (in Shares)			5,000,000
Warrant [Member]
Organization and Business Description [Line Items]
Warrants exercisable (in Shares)			12,030,000

Summary of Significant Accounting Policies (Details) - USD ($)		3 Months Ended		9 Months Ended
	Sep. 27, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Cash		$ 51,000		$ 51,000
Accumulated deficit		(8,495,536)		(8,495,536)		$ (3,923,677)
Federal depository insurance coverage		250,000		$ 250,000
Percentage of carrying value of intangible assets				50.00%
R&D costs		0	$ 0	$ 0	$ 0
Share-based compensation		1,952,851		1,990,366	100,000
Warrant liabilities		21,200		$ 21,200
Warrants exercise price per share (in Dollars per share)				$ 0.04
Redemption trigger price (in Dollars per share)				$ 5.01
Fair value of warrants		$ (41,022)		$ (1,325)
Business combination [Member]
Summary of Significant Accounting Policies [Line Items]
Business combination value	$ 96,200
Warrant [Member]
Summary of Significant Accounting Policies [Line Items]
Warrants exercise price per share (in Dollars per share)				$ 3.49
Series D Preferred Shares [Member]
Summary of Significant Accounting Policies [Line Items]
Warrants exercised (in Shares)		130,000		130,000

Summary of Significant Accounting Policies (Details) - Schedule of Financial Assets and Liabilities Based on Fair Value Measurement - USD ($)	Sep. 30, 2024	Jun. 30, 2024
Liabilities:
Private warrant liabilities	$ 21,200
Quoted prices in active markets for identical liabilities (Level 1) [Member]
Liabilities:
Private warrant liabilities
Significant other observable inputs (Level 2) [Member]
Liabilities:
Private warrant liabilities
Significant unobservable inputs (Level 3) [Member]
Liabilities:
Private warrant liabilities	$ 21,200	$ 62,222

Summary of Significant Accounting Policies (Details) - Schedule of Reconciliation of the Level 3 Representative Warrants liabilities - Level 3 [Member] - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Reconciliation of the Level 3 Representative Warrants liabilities [Line Items]
Private warrant liabilities, beginning balance	$ 62,222
Issuances/Assumptions			22,525
Change in fair value	(41,022)		(1,325)
Private warrant liabilities, ending balance	$ 21,200		$ 21,200

Summary of Significant Accounting Policies (Details) - Schedule of Net Loss Per Share Calculation - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Net Loss Per Share Calculation [Abstract]
Net loss	$ (2,959,426)	$ (126,475)	$ (144,111)	$ (4,083,109)	$ (580,983)
Weighted average shares outstanding (denominator for basic earnings per share)	16,688,945		15,130,393	16,588,940	15,130,393
Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method)	16,688,945		15,130,393	16,588,940	15,130,393
Basic loss per share	$ (0.18)		$ (0.01)	$ (0.25)	$ (0.04)
Diluted loss per share	$ (0.18)		$ (0.01)	$ (0.25)	$ (0.04)

Summary of Significant Accounting Policies (Details) - Schedule of Common Share Equivalents are Excluded from the Calculation of Weighted Average Common Shares Outstanding - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Schedule of Common Share Equivalents are Excluded from the Calculation of Weighted Average Common Shares Outstanding [Line Items]
Total potentially dilutive shares	12,030,000	12,030,000
Warrants [Member]
Schedule of Common Share Equivalents are Excluded from the Calculation of Weighted Average Common Shares Outstanding [Line Items]
Total potentially dilutive shares	12,030,000	12,030,000

Prepaid Expenses (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Prepaid Expenses [Abstract]
Prepaid expenses	$ 103,750	$ 3,840

Intangible Assets (Details)							3 Months Ended		9 Months Ended		12 Months Ended
Intangible Assets (Details)	Oct. 05, 2024 USD ($)	Oct. 05, 2024 EUR (€)	Dec. 01, 2023 USD ($)	Jan. 27, 2023 USD ($)	Dec. 22, 2022 EUR (€)	Sep. 12, 2022 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Intangible Assets [Line Items]
Purchase amount									$ 1,308,270		$ 1,308,270
Term fee	$ 56,325	€ 50,000		$ 10,000
Signing the agreement	(112,650)	100,000
Payment of license	$ 1,126,500	€ 1,000,000			€ 10,000
Royalty percentage	2.00%	2.00%			3.00%
Agreement paid							$ 0	$ 0	0	$ 0
Payment fee				50,000
Amount due									10,000
Acquired amount						$ 1,308,270
Royalty fees			$ 26,060						26,060
Professional fees							865,928	$ 117,770	1,634,790	$ 494,075
Patent cost							48,420		48,420		48,420
Non Exclusive License Agreement [Member]
Intangible Assets [Line Items]
Purchase amount	$ 179,821
Proprietary pharmaceutical drugs [Member]
Intangible Assets [Line Items]
Purchase amount				$ 10,000
Various generic drugs [Member]
Intangible Assets [Line Items]
Purchase amount									736,983
Four generic drugs (Encore) [Member]
Intangible Assets [Line Items]
Purchase amount						$ 1,308,270
Needleless Syringe License [Member]
Intangible Assets [Line Items]
Purchase amount			$ 26,060
Patents [Member]
Intangible Assets [Line Items]
Purchase amount									48,420
Professional fees									30,898		$ 47,740
Licensing Agreements [Member]
Intangible Assets [Line Items]
Purchase amount									736,983
Agreement paid							$ 179,821		$ 179,821

Intangible Assets (Details) - Schedule of Intangible Assets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Total Licenses	$ 2,261,134	$ 2,137,638
Patents	48,420	48,420
Total intangible assets	2,309,554	2,186,058
Non Exclusive License Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Total Licenses	179,821	56,325
Proprietary pharmaceutical drugs [Member]
Finite-Lived Intangible Assets [Line Items]
Total Licenses	10,000	10,000
Various generic drugs [Member]
Finite-Lived Intangible Assets [Line Items]
Total Licenses	736,983	736,983
Four generic drugs (Encore) [Member]
Finite-Lived Intangible Assets [Line Items]
Total Licenses	1,308,270	1,308,270
Needleless Syringe License [Member]
Finite-Lived Intangible Assets [Line Items]
Total Licenses	$ 26,060	$ 26,060

Accounts Payable and Accrued Expenses (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Accounts Payable and Accrued Expenses [Abstract]
Accounts payable and accrued expenses	$ 831,428	$ 153,719

Notes Payable to Related Parties (Details) - USD ($)			6 Months Ended	9 Months Ended	12 Months Ended
Notes Payable to Related Parties (Details) - USD ($)	Dec. 12, 2023	Dec. 01, 2023	Jun. 30, 2024	Sep. 30, 2024	Dec. 31, 2023	Aug. 31, 2024	May 31, 2024
Notes Payable to Related Parties (Details) [Line Items]
Issued a promissory note		$ 135,000
Interest fee	$ 2,460		$ 2,460
December 2023 [Member]
Notes Payable to Related Parties (Details) [Line Items]
Issued a promissory note				$ 135,000
Unpaid principal balance				0	$ 135,000
August 2024 [Member]
Notes Payable to Related Parties (Details) [Line Items]
Issued a promissory note				80,000
Unpaid principal balance				80,000
December 2023 One [Member]
Notes Payable to Related Parties (Details) [Line Items]
Issued a promissory note				7,000	24,000
Unpaid principal balance			$ 31,000	31,000	24,000
Interest fee				2,460
August 2024 One [Member]
Notes Payable to Related Parties (Details) [Line Items]
Issued a promissory note				20,000
Unpaid principal balance				20,000
September 2024 [Member]
Notes Payable to Related Parties (Details) [Line Items]
Issued a promissory note				20,000
Unpaid principal balance				20,000
Promissory Note [Member]
Notes Payable to Related Parties (Details) [Line Items]
Debt amount				$ 20,000	135,000	$ 20,000
Promissory Note [Member] \| August 2024 [Member]
Notes Payable to Related Parties (Details) [Line Items]
Debt amount					$ 24,000	$ 80,000	$ 7,000

Notes Payable to Related Parties (Details) - Schedule of Notes Payable to Related Parties - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Dec. 31, 2023
December 2023 [Member]
Notes Payable to Related Parties (Details) - Schedule of Notes Payable to Related Parties [Line Items]
Total notes payable to related parties	$ 0		$ 135,000
May 2024 and December 2023 [Member]
Notes Payable to Related Parties (Details) - Schedule of Notes Payable to Related Parties [Line Items]
Total notes payable to related parties	31,000	$ 31,000	24,000
August 2024 [Member]
Notes Payable to Related Parties (Details) - Schedule of Notes Payable to Related Parties [Line Items]
Total notes payable to related parties	80,000
August 2024 One [Member]
Notes Payable to Related Parties (Details) - Schedule of Notes Payable to Related Parties [Line Items]
Total notes payable to related parties	20,000
Septembert 2024 [Member]
Notes Payable to Related Parties (Details) - Schedule of Notes Payable to Related Parties [Line Items]
Total notes payable to related parties	20,000
Related Party [Member]
Notes Payable to Related Parties (Details) - Schedule of Notes Payable to Related Parties [Line Items]
Total notes payable to related parties	$ 151,000		$ 159,000

Notes Payable to Related Parties (Details) - Schedule of Notes Payable to Related Parties (Parentheticals) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
December 2023 [Member]
Notes Payable to Related Parties (Details) - Schedule of Notes Payable to Related Parties (Parentheticals) [Line Items]
Original amount bearing no interest	$ 135,000
May 2024 and December 2023 [Member]
Notes Payable to Related Parties (Details) - Schedule of Notes Payable to Related Parties (Parentheticals) [Line Items]
Original amount bearing no interest	7,000	$ 24,000
original amount bearing a one-time interest fee	2,460
August 2024 [Member]
Notes Payable to Related Parties (Details) - Schedule of Notes Payable to Related Parties (Parentheticals) [Line Items]
Original amount bearing no interest	80,000
August 2024 One [Member]
Notes Payable to Related Parties (Details) - Schedule of Notes Payable to Related Parties (Parentheticals) [Line Items]
Original amount bearing no interest	20,000
Septembert 2024 [Member]
Notes Payable to Related Parties (Details) - Schedule of Notes Payable to Related Parties (Parentheticals) [Line Items]
Original amount bearing no interest	$ 20,000

Notes Payable (Details) - USD ($)				9 Months Ended	12 Months Ended
Notes Payable (Details) - USD ($)	Apr. 22, 2024	Mar. 04, 2024	Sep. 12, 2022	Sep. 30, 2024	Dec. 31, 2023	Oct. 02, 2024	Jun. 30, 2024
Notes Payable [Line Items]
Notes payable			$ 1,308,270		$ 1,308,270
Unpaid principal balance				0	$ 1,308,270
Aggregate purchase price	$ 2,000,000	$ 2,000,000
Aggregate of units (in Shares)	900,000	750,000
Transaction costs	$ 1,950,000	$ 1,950,000
Cash proceeds		181,339		$ 8,500
Share issued (in Shares)				19,863,515	15,130,393
ANEW PIPE Financing Funds [Member]
Notes Payable [Line Items]
Cash proceeds				$ 50,000
Series of Individually Immaterial Business Acquisitions [Member]
Notes Payable [Line Items]
Transaction costs	$ 1,000,000	$ 1,768,661
Promissory Note [Member]
Notes Payable [Line Items]
Promissory note bore interest			6.00%	10.00%
Maturity date			Jun. 30, 2023
Principal amount					$ 78,496
Cash proceeds							$ 1,000,000
Convertible promissory notes				$ 4,010,022
Convertible promissory notes total				3,950,000
Accrued interest				$ 60,022
Share issuance (in Shares)				4,050,617
Share issued (in Shares)				3,750,617		300,000

Related Parties (Details) - USD ($)			1 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
Related Parties (Details) - USD ($)	Dec. 12, 2023	Oct. 10, 2021	Jan. 31, 2023	Jun. 30, 2024	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Nov. 30, 2022
Related Parties [Line Items]
Debt financing		$ 5,000,000
Earned amount						$ 240,000	$ 240,000
Owned amount					$ 0	80,000
Short-term loan								$ 300,000
Shareholder repaid			$ 250,000				$ 50,000
Loan balance					0	0
Interest fee	$ 2,460			$ 2,460
Unpaid principal balance					20,000	0
Related party payable					151,000	159,000
Promissory Note [Member]
Related Parties [Line Items]
Unpaid principal balance					$ 80,000	0
Minimum [Member]
Related Parties [Line Items]
Annual salary		240,000
Maximum [Member]
Related Parties [Line Items]
Annual salary		$ 360,000
CEO [Member]
Related Parties [Line Items]
Unpaid principal balance				$ 31,000		$ 24,000

Stockholder's Equity (Details) - USD ($)	3 Months Ended	9 Months Ended
Stockholder's Equity (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023
Stockholders' Equity Note [Abstract]
Shares granted (in Shares)	3,144,000
Weighted average fair value (in Dollars per share)	$ 0.94
Stock-based compensation expense	$ 1,952,851	$ 1,990,366	$ 100,000

Commitments and Contingencies (Details) - USD ($)	Apr. 14, 2025	Feb. 12, 2025	Oct. 15, 2024	Sep. 24, 2024	Aug. 15, 2024	Jun. 21, 2024	Nov. 27, 2014	Sep. 30, 2024	Sep. 19, 2024
Commitments and Contingencies [Line Items]
Renewal option							10 years
Company to pay							$ 100,000
Royalty payment percentage							5.00%
Advisory fees						$ 3,000,000
Common shares for M&A advisory fee						0
Deferred underwriting fees						0
Contract obligation						0		$ 0
Contract reset price per share (in Dollars per share)									$ 2
Dr. Robert Langer [Member]
Commitments and Contingencies [Line Items]
Annual base salary				$ 175,000
Number of shares received (in Shares)				225,000
Consulting Agreements [Member]
Commitments and Contingencies [Line Items]
Contract obligation								$ 22,000
Subsequent Event [Member]
Commitments and Contingencies [Line Items]
Consecutive business days			30 years
Bid price per share (in Dollars per share)			$ 1
Chief Financial Officer [Member]
Commitments and Contingencies [Line Items]
Employment agreement term					3 years
Annual base salary					$ 325,000
Number of shares received (in Shares)					200,000
Chief Financial Officer [Member] \| Mr. LeBlanc [Member]
Commitments and Contingencies [Line Items]
Number of shares received (in Shares)					100,000
Chief Operating Officer [Member]
Commitments and Contingencies [Line Items]
Employment agreement term					3 years
Annual base salary					$ 300,000
Number of shares received (in Shares)					200,000
Chief Operating Officer [Member] \| Peter Moriarty [Member]
Commitments and Contingencies [Line Items]
Number of shares received (in Shares)					100,000
Common Stock [Member]
Commitments and Contingencies [Line Items]
Advisory fees						$ 1,500,000
Forecast [Member]
Commitments and Contingencies [Line Items]
Consecutive business days	10 days
Common stock, value	$ 1
Forecast [Member] \| Publicly Held Shares [Member]
Commitments and Contingencies [Line Items]
Market value		$ 15,000,000
Consecutive business days		10 years
Forecast [Member] \| Listed Securities [Member]
Commitments and Contingencies [Line Items]
Market value		$ 50,000,000
Consecutive business days		10 years
Reliance Industries Pvt Ltd [Member]
Commitments and Contingencies [Line Items]
Estimated acquisition price							$ 350,000

Subsequent Events (Details) - USD ($)			9 Months Ended
Subsequent Events (Details) - USD ($)	Nov. 14, 2024	Nov. 11, 2024	Sep. 30, 2024	Sep. 30, 2023	Nov. 15, 2024
Subsequent Events [Line Items]
Exercise price of options period			3 years
Net amount			$ 1,000,000
Dr. Sinkule [Member]
Subsequent Events [Line Items]
Options shares (in Shares)			1,000,000
Dr. Sinkule [Member]
Subsequent Events [Line Items]
Base salary			$ 360,000
Subsequent Event [Member]
Subsequent Events [Line Items]
Annual compensation amount		$ 36,000
Subscription received					$ 100,000
Subsequent Event [Member] \| Convertible Promissory Note [Member]
Subsequent Events [Line Items]
Convertible promissory note	$ 1,200,000
Convertible discount, percentage	20.00%
Net amount	$ 1,000,000

ANEW MEDICAL (NASDAQ:WENAW)
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