Material Agreement Form 8 K

Item 1.01. Entry Into or Amendment of a Material Definitive Agreement.

Convertible Note Purchase Agreement, Convertible Note

On December 4, 2024 (the "Effective Date"), Klotho Neurosciences, Inc. (the "Company"), entered into a Convertible Promissory Note (the "Note") in the principal amount of $1,200,000 pursuant to the terms of a securities purchase agreement (the "Purchase Agreement") by and between the Company, as issuer, and Austria Capital LLC, as investor ("Investor"). The maturity date of the Note is December 4, 2025.

The Note bears no interest, has a 20% original issuance discount, is an unsecured obligation of the Company and will rank equal in right of payment with the Company's existing and future unsecured indebtedness.

At any time after the approval by the Company's stockholders, at the option of the Investor, the outstanding principal amount of the Note or any portion thereof, is convertible into shares of the Company's common stock (the "Common Stock") at a price of $0.25 per share (the "Conversion Price"); provided that no conversions can take place if the Investor then owns more than 4.99% of the number of the shares of the Company's common stock outstanding. The Conversion Price is subject to adjustment in connection with certain transactions, including stock splits or combinations and the like.

The Note was issued in a private placement to Investor pursuant to an exemption for transactions by an issuer not involving a public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act").

The Note contains certain specified events of default, the occurrence of which would entitle Investor to immediately demand repayment of all outstanding principal such as certain events of bankruptcy, insolvency and reorganization involving the Company. The Note does not contain any affirmative and restrictive covenants by the Company.

The foregoing description of the Securities Purchase Agreement and the Note does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement and the Note, a copy of each of which is filed herewith as Exhibit 4.1 and Exhibit 4.2, respectively, and incorporated herein by reference.

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