UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry Into or Amendment of a Material Definitive Agreement. |
On March 26, 2025, Klotho Neurosciences, Inc. (the “Company”) entered into a Share Exchange Agreement (the “SEA”) with SkyBell Technologies, Inc., a Nevada corporation (“Seller”), and SB Security Holdings, LLC, a Delaware limited liability company (“SBSH”) and wholly-owned subsidiary of Seller, which is an internet connected video doorbell service company. Pursuant to the SEA, the Company agreed to purchase all of the issued and outstanding membership interests in SBSH (the “Acquisition”) in exchange for a number of newly issued shares of the Company’s common stock equal to ninety percent (90%) of the total number of issued and outstanding shares of the Company’s common stock, on a fully-diluted basis, as of the closing of the Acquisition. The closing of the Acquisition is subject to customary closing conditions, including, but not limited to, mutual agreement as to the legal transaction structure, approval by the Company’s stockholders, Nasdaq approval, required third party approvals, including the approval of secured creditors, satisfactory due diligence reviews by both parties, the effectiveness of a Form S-4 Registration Statement with regard to the Acquisition and the closing occurring on or before August 13, 2025.
The foregoing description of the SEA does not purport to be complete and is qualified in its entirety by reference to the SEA, a copy of each of which is filed herewith as Exhibit 2.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibits | Description | |
| 2.1* | Share Exchange Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 1, 2025 | KLOTHO NEUROSCIENCES, INC. | |
| By: | /s/ Joseph Sinkule | |
| Name: | Joseph Sinkule | |
| Title: | Chief Executive Officer | |
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