GRML 10-K & 10-Q changes, risk factors and insider trading

We have competitors both in the United States and internationally, including major multinational pharmaceutical companies, specialty pharmaceutical companies and biotechnology companies. Some of the pharmaceutical and biotechnology companies we expect to compete with include, for example, Sandoz International GmbH, or Sandoz, Hospira, Inc., or Hospira, Amgen Inc., Pfizer Inc., Boehringer Ingelheim GmbH, or Boehringer, Teva Pharmaceutical Industries, Ltd.,LTD, Samsung Bioepis, Ltd.LTD (a Merck/Biogen/Samsung biosimilar venture) and Hanwha Chemical Corporation, as well as other smaller companies such as Coherus Biosciences, Inc. and Celltrion, Inc. At least four such competitors have already obtained regulatory approval of and have been marketing for several years their own biosimilar bevacizumab (Avastin) products. Similarly, there are at least three approved rituximab biosimilars that have been on the market for several years. We will not be able to obtain regulatory approval of either of its biosimilar product candidates for several more years (if ever) and by that time there may be even more approved competing bevacizumab and rituximab biosimilar products on the market, which could materially harm our ability to gain market share.

If we fail to comply with the continued listing requirements of Nasdaq, specifically, Nasdaq Listing RulesRule 5450(a)(2)(1), we may face possible delisting, which would result in a limited public market for our shares and make obtaining future debt or equity financing more difficult for us.

AsOn previouslySeptember reported,19, on October 15, 2024, 2025, the Company received a delinquency notification letter from Nasdaq notifyingdue to the Companyfailure thatof theythe failedCompany’s common stock to maintain a minimum bid price of $1 per share for 30 consecutive business days as required by Nasdaq Listing Rule 54505550(a)(2) (1“Bid Price Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was originally provided 180 calendar days, or until March 18, 2026, to regain compliance.

Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to KlothoGreenland NeurosciencesMines Inc.Ltd and its subsidiaries. Klotho Neurosciences, Inc. is incorporated in Delaware.

Greenland Mines Ltd (formerly, 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 a proprietary, patented gene therapy platform that uses a gene therapy approach to introduce a therapeutic protein called “Klotho” inside the body to treat neurodegenerative diseases.

For accounting purposes, the Business Combination is treated as a reverse acquisition and, as such, the historical financial statements of the accounting acquirer, as of the date of acquisition,acquisition June 21, 2024, ANEW Medical, Inc., a Wyoming corporation, became the historical financial statements of publicly traded ANEW Medical, Inc., a Delaware corporation. corporation. The Results of Operations herein are those of the accounting acquirer, ANEW Medical, Inc., a Wyoming corporation. On September 17, 2024, ANEW Medical, Inc.’s name was changed to Klotho Neurosciences, Inc.

RevenuesRevenue

Our operating expenses for the year ended December 31, 20242025 were $5,540,236$7,146,265 compared to $631,322$5,540,236 for the year ended December 31, 2023,2024, an increase of $4,908,914.$1,606,029. The increase was primarily due to increasedincreases in general and administrative expenses of $1,381,590, research and development expense of $634,187 and professional fees of $674,613, which was offset by a decrease in stock-based compensation expense asof well as expenses associated with our business combination including increases in third party consulting fees and professional fees.$1,084,361.

Net cash used in operating activities for the year ended December 31, 20242025 was $2,946,512,$5,889,254, compared to $446,916,$2,946,512 for the year ended December 31, 2023,2024, an increase of $2,499,596.$2,942,742. The increase in cash used in operating activities is primarily attributable to increases in expenses related to theexpanding business combinationoperations and continued continued operating costs. We expect net cash used in operating activities to increase in the future, until our products are able to produce meaningful meaningful revenue.

Net cash used in investing activities for the year ended December 31, 20242025 was $123,497,$0, compared to net cash provided by investing activities of $23,582$123,497 for the year ended December 31, 31, 2023,2024, an increase in cash used of approximately $147,349,$123,497, primarily attributable to acquisition of licenses in the prior period.

Net cash provided by financing activities for the year ended December 31, 2024 was $3,130,942,approximately $3.1 million, which consisted of proceeds from theconvertible businesspromissory combination,note, notenet issuances,of issuance cost of approximately $2.1 million, proceeds from sales of stocks and warrants, asnet wellof asapproximately $0.2 million, proceeds from related party loans of $0.1 million, proceeds from related parties. For the year ended December 31, 2023, net cash provided by financing activities was $350,000, from repaymentshareholders of anapproximately advance$0.1 to a shareholder andmillion, proceeds from stockmerger subscription.net of transaction cost of $0.8 million and payments to shareholders of approximately $0.1 million.

As of December 31, 2024,2025, the Company had cash of $63,741$7,176,615 and net working capital of ($1,089,723).$7,216,922.

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

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 December 31, 2024,2025, the Company had cash of approximately $64,000$7.2 million and an accumulated deficit of approximately $10.6$21.1 million. The Company has incurred recurring losses, 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 the twelve months from the date of these financial statements.

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of December 31, 2024 anddue 2023 due to the short maturities of such instruments. See Note 2 for the disclosure of the Company’s assets and liabilities that were measured at fair value on a recurring basis.

References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to KlothoGreenland Neurosciences,Mines Inc.Ltd. 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.

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 events, performance or results to differ materially from those anticipated in the forward-looking statements, please refer to the “Risk Factors” section of the Company’s Annual finalReport prospectuson Form 10-K for itsthe initialyear publicended offeringDecember 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”)., and the Company’s subsequent filings with 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.

On March 4, 2026, we completed the acquisition of Greenland Mines Corp., resulting in a significant strategic transformation. Through the transaction, we acquired an indirect 80% interest in the Skaergaard Project, a large-scale mineral exploration asset located in southeast Greenland, and expanded our business to include mining operations. In connection with thisthe transaction, on March 11, 2026, the Companywe changed itsour legal name from Klotho Neurosciences, Inc. to Greenland Mines Ltd, and itsour common stock and warrants began trading under the ticker symbolsymbols “GRML” and “GRMLW” on the Nasdaq Capital Market effective March 12, 2026.

As a result of the March 2026 acquisition, the Companywe now operatesoperate through two primary businessreportable segments: (i) Biotech and (ii) Mining. TheOur Biotech segment continues to focus on research and development activities, and while theour Mining segment focuses on the exploration and development of mineral resources. This expansion represents a significant change in the Company’sour business strategy and future capital allocation priorities.

Results of Operations for the Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025

The Company had no revenue for the three months ended MarchJune 31,30, 2026 and 2025.

Our operating expenses for the three months ended March 31,June 30, 2026 were approximately $9,512,000$5.5 million compared to $1,587,000approximately $1.9 million for the three months ended MarchJune 31,30, 2025, an increase of $7,925,000.approximately $3.6 million, or 189.0%. The increase was primarily dueattributable to increases inhigher professional feesfees, continued research and generaldevelopment activities, and exploration and administrativeevaluation costs.costs incurred following the acquisition of Greenland Mines Corp.

For the three months ended MarchJune 31,30, 2026, we incurred a net loss of $14,078,094 $3,685,060 compared to a net loss of $2,116,726$4,093,231 for the three months ended MarchJune 31,30, 2025. The decrease in net loss was primarily due to decrease in professional fees, partially offset primarily by increases in interest expense, research and development efforts and general and administrative costs.

Net cash used in operating activities increased infor the threesix months ended March 31,June 30, 2026 was $11,825,021, compared to $3,491,178 for the prior-yearsix period,months ended June 30, 2025. The increase primarily reflectingreflects thea higher level of operating expenditures, including transaction-related payments, the initiation of researchmarketing and developmentinvestor-awareness activities,expenses, exploration and evaluation activities at the Skaergaard Project, and ongoing public company costs. This increase in cashThese outflows waswere partially offset by non-cash charges, including share-based compensationcompensation, impairment of intangible assets, and debt-relatedthe expenses, as well as changeschange in workingfair capital,value includingof decreaseswarrant in accrued expenses and accounts payable.liabilities.

Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 was $365,324$794,004, compared to $0 for the threesix months ended MarchJune 31,30, 2025,2025. an increase of $365,324. The increase in cashCash used in investing activities during 2026 is attributable to theour Company’s purchaseacquisition of mineral exploration rights and exploratory licenses eligibleas towell beas capitalizedcapital expenditures for property and equipment regarding duringthe exploration activities in Greenland. Our June 2026 share exchange with AnorTech Inc. was a non-cash transaction, settled through the issuance period.of our common stock, and accordingly is excluded from investing activities and presented as a supplemental non-cash disclosure.

As of MarchJune 31,30, 2026, the Companywe had cash and cash equivalents of $10.0 $9.3 million and net working capital of $10.4$11.0 million.

TheWe Companyhave has incurredincurred, and expectsexpect to continue to incur incur, significant professional costs to remain as a publicly traded companycompany, asand wellwe asexpect incurredto incur significant transaction costs relatedin connection with our exploration toand evaluation activities at the consummationSkaergaard of the Asset Acquisition.Project.

The accompanying condensed consolidated financial statements have been prepared as if the Companywe will continue as a going concern. TheWe Company hashave incurred significant operating losses and negative cash flows from operations since inception. As of MarchJune 31,30, 2026, the Companywe had cash and cash equivalents of approximately $10.0$9 million and an accumulated deficit of approximately $35.0 $39 million. TheWe Company hashave incurred recurring losses, hashave experienced recurring negative operating cash flows, and requiresrequire significant cash resources to execute itsour business plans. TheWe Company isare dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue to execute itsour development plans and continue operations. Without additional funding, there is substantial doubt about the Company’sour ability to continue as a going concern for twelve months from the date of these financial statements.statements are issued.