Greenland Mines Ltd

As filed with the Securities and Exchange Commission on January 30, 2025

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

13576 Walnut Street, Suite A

Omaha, NE 68144

Telephone: (833) 931-6330

(Address and telephone number of registrant’s

principal executive offices)

Joseph A. Sinkule

13576 Walnut Street, Suite A

Omaha, NE 68144

Telephone: (833) 931-6330

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies of all Correspondence to:

Paul Goodman, Esq.

Cyruli Shanks & Zizmor, LLP

Attorneys At Law

420 Lexington Avenue

Suite 2320

New York, NY 10170

Telephone: (212) 212-6800

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462 (d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: ☐

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.

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.☐

(1) We are registering (a) up to 37,876,100 shares of common stock that we may issue to investors upon the conversion of promissory notes and the exercise of warrants, and (b) 5,804,119 of common stock currently held by certain other selling shareholders.

(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c) of the Securities Act, based upon the average of the high and low sales prices for the registrant’s common stock as reported by Nasdaq on January 27, 2025.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND IS SUBJECT TO COMPLETION AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Preliminary Prospectus Dated January 30, 2025

Up to a Maximum of 43,680,219 Shares of Common Stock

This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 43,680,219 shares of common stock, par value $0.0001 per share, of Klotho Neurosciences, Inc. These shares include (a) up to 37,876,100 shares of common stock that we may issue to investors upon the conversion of promissory notes and exercise of warrants including up to 33,076,100 shares of common stock we may issue to 3i, LP (“3i”) upon conversion of promissory notes and exercise of warrants, and (b) 5,804,119 of common stock currently held by certain other selling shareholders. The number of shares of common stock registered for resale by 3i pursuant to the registration statement of which this prospectus forms a part assumes and gives effect to the closing of a second note and a second warrant, each to be issued to 3i upon effectiveness of the registration statement. For additional information relating to 3i’s promissory notes and warrants, see “The 3i Transaction” beginning on page 24.

The Selling Stockholders may offer all or part of the shares for resale from time to time through public or private transactions at either fixed prices or prevailing market prices at the time of sale, at varying prices or negotiated prices.

Any broker-dealers or agents that are involved in such resales may be deemed to be “underwriters” within the meaning of the Securities Act in connection therewith. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. For more information, please see the section of this prospectus titled “Plan of Distribution” beginning on page 26.

We will not receive any proceeds from the resale of shares of common stock by the Selling Stockholders.

Our common stock is traded on the NASDAQ Global Market under the symbol “KLTO.” On January 27, 2025, the average of the high and low sales prices of our common shares was $0.43 per share. These prices will fluctuate based on the demand for our common shares.

Investing in our common shares involves a high degree of risk. You should purchase shares only if you can afford a complete loss. See “Risk Factors” beginning on page 2.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

Unless otherwise specified or the context otherwise requires, references in this prospectus to “we”, “our” and “us” and the “Company” refer to Klotho Neurosciences, Inc.

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