Basic Stats
| CIK | 1907223 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Redwoods Acquisition Corp.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| August 18, 2025 |
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 June 30, 2025 or ☐ 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, |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41340 CUSIP NUMBER 758083 109 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2025 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commissi |
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| August 12, 2025 |
Exhibit 99.1 Klotho Neurosciences, Inc. (KLOTHO) Initiates Manufacturing of KLTO-202 Product Candidate Using AAVnerGene’s Platform Technology NEW YORK, Aug. 12, 2025 /PRNewswire/ - Klotho Neurosciences, Inc. (Nasdaq: KLTO), announces that it signed a binding agreement to initiate manufacturing and development of its KLTO-202 gene therapy candidate using the AAVnerGene Inc. (AAVnerGene) platform te |
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| August 12, 2025 |
Exhibit 4.1 Binding Letter Agreement between AAVnerGene Inc. and Klotho Neurosciences, Inc. Effective Date: August 6, 2025 This Binding Letter Agreement (“Agreement”) is entered into as of the Effective Date by and between Klotho Neurosciences, Inc. (“Klotho”) and AAVnerGene Inc. (“AAVnerGene”) (collectively, the “Parties”), and sets forth the initial terms governing their collaboration related to |
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| July 28, 2025 |
KLOTHO NEUROSCIENCES, INC. Up to $50,000,000 of Shares of Common Stock Filed pursuant to Rule 424(b)(5) File No. 333-288533 Prospectus Supplement (to Prospectus dated July 28, 2025) KLOTHO NEUROSCIENCES, INC. Up to $50,000,000 of Shares of Common Stock On July 3, 2025, we entered into a certain Sales Agreement, or sales agreement, with A.G.P./Alliance Global Partners (“A.G.P.”) relating to shares of our common stock offered by this prospectus supplement and the accom |
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| July 28, 2025 |
Filed pursuant to Rule 424(b)(3) File No. 333-288533 Prospectus Supplement (to Prospectus dated July 28, 2025) KLOTHO NEUROSCIENCES, INC. Up to 12,500,000 Shares of Common Stock to be Sold by Selling Shareholders This prospectus relates to the offer and sale by the selling shareholders of up to an aggregate 12,500,000 Shares of Common Stock of the Company, which consists of 6,250,000 shares of Com |
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| July 28, 2025 |
KLOTHO NEUROSCIENCES, INC. Common Stock Preferred Stock Filed Pursuant to Rule 424(b)(3) File No. 333-288533 PROSPECTUS KLOTHO NEUROSCIENCES, INC. $100,000,000 Common Stock Preferred Stock Warrants Units We may offer and sell up to $100,000,000 in the aggregate of the securities identified above, from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, |
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| July 24, 2025 |
KLOTHO NEUROSCIENCES, INC. July 24, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 RE: Klotho Neurosciences, Inc. (the “Company”) Registration Statement on Form S-3 File No. 333-288533 (the “Registration Statement”) Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, Klotho Neuros |
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| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 26, 2024 KLOTHO NEUROSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 |
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| July 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 16, 2025 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commissio |
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| July 22, 2025 |
CYRULI SHANKS & ZIZMOR, LLP 420 Lexington Avenue Suite 2320 New York, NY 10170 CYRULI SHANKS & ZIZMOR, LLP 420 Lexington Avenue Suite 2320 New York, NY 10170 July 22, 2025 United States Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 RE: Klotho Neurosciences, Inc. |
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| July 22, 2025 |
Exhibit 4.1 AAVone License - Terms of Agreement Between AAVnerGene Inc. and Klotho Neurosciences, Inc. (“KLTO”) The License Terms of Agreement and collaboration (the “Agreement”) sets forth the terms of an exclusive license and the activities and deliverables associated with a license for KLTO to utilize the AAVone and potentially the AAVShD platform technologies developed by AAVnerGene. The prima |
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| July 22, 2025 |
Klotho Neurosciences, Inc. Partners with AAVnerGene Inc. to Make Klotho’s Gene Therapy Assets. Exhibit 99.1 Klotho Neurosciences, Inc. Partners with AAVnerGene Inc. to Make Klotho’s Gene Therapy Assets. July 22, 2025 – New York, NY - Cision PR NewsWire – Klotho Neurosciences, Inc. (NASDAQ: KLTO), announced that it is partnering with AAVnerGene Inc. (AAVnerGene), a Rockville, MD-based innovation-driven biotech renowned for its transformative technologies in AAV manufacturing and tissue-targe |
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| July 18, 2025 |
Exhibit 99.1 Klotho Neurosciences, Inc. Regains Full Compliance with NASDAQ Minimum Closing Bid Price and Stockholder Equity Rules Klotho Neurosciences Maintains Listing on the NASDAQ New York, New York, July 16, 2025/ Cision PR Newswire/ - Klotho Neurosciences, Inc. (“Klotho” or the “Company”) (NASDAQ: KLTO), a gene and cell therapy company focused on the treatment of neurodegenerative and other |
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| July 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2025 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commissio |
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| July 10, 2025 |
EXHIBIT 99.1 Klotho Neurosciences, Inc. Granted FDA Orphan Drug Designation for KLTO-202 for Treatment of Amyotrophic Lateral Sclerosis (“ALS” or “Lou Gehrig’s Disease”) NEW YORK, July 10, 2025 /PRNewswire/ - Klotho Neurosciences, Inc. (Nasdaq: KLTO), a gene and cell therapy company focused on the treatment of neurodegenerative and other aging-related diseases, today announced that the U.S. Food a |
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| July 10, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 10, 2025 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commissio |
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| July 7, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Klotho Neurosciences, Inc. |
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| July 7, 2025 |
As filed with the Securities and Exchange Commission on July 7, 2025 As filed with the Securities and Exchange Commission on July 7, 2025 Registration No. |
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| July 7, 2025 |
Exhibit 1.1 KLOTHO NEUROSCIENCES, INC. COMMON STOCK SALES AGREEMENT July 3, 2025 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Ladies and Gentlemen: Klotho Neurosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows: 1. Issuance and Sale of Shares. The Company agr |
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| June 30, 2025 |
Klotho Neurosciences Moves Forward with Manufacturing Gene Therapy for the Treatment of ALS Exhibit 99.1 Klotho Neurosciences Moves Forward with Manufacturing Gene Therapy for the Treatment of ALS NEW YORK, June 30, 2025 - Klotho Neurosciences, Inc. (NASDAQ: KLTO) today announced that it is moving forward with manufacturing and process development work in preparation for clinical trials of KLTO-202, its investigational gene therapy for amyotrophic lateral sclerosis (ALS). A unique RNA sp |
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| June 30, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2025 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commissio |
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| June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2025 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commissio |
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| June 16, 2025 |
Exhibit 99.1 Klotho Neurosciences Raises Over $11 Million, Retires All Debt, and Exceeds NASDAQ STOCKHOLDERS’ Equity Requirement Highlights: ● Over $11 Million Raised: Proceeds were generated through the exercise of existing warrants. Chardan was the exclusive financial advisor in connection with public warrant exercises. ● Update on NASDAQ Compliance: Klotho believes it now exceeds the stockholde |
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| June 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2025 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commission |
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| June 13, 2025 |
Termination and Release Agreement Exhibit 4.1 TERMINATION AND RELEASE AGREEMENT THIS TERMINATION AND RELEASE AGREEMENT, dated as of June 13, 2025 (this “Agreement”), is entered into by and among (i) SkyBell Technologies, Inc., a Nevada Corporation (“SkyBell”), (ii) SB Security Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of SkyBell (“SBSH”) , and (iii) Klotho Neurosciences, Inc., a Delaware corpo |
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| June 11, 2025 |
Exhibit 4.1 AMENDED WARRANT CERTIFICATE NUMBER OF WARRANTS KLTOW (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL BUSINESS COMBINATION) KLOTHO NEUROSCIENCES, INC. CUSIP 758083 117 WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warrant |
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| June 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2025 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commissio |
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| June 10, 2025 |
Exhibit 99.1 KLOTHO NEUROSCIENCE, INC. ANNOUNCES AN APPROACH TO INCREASE LONGEVITY AND HEALTHY LIFE SPAN - REPLACE A SILENCED GENE CALLED ALPHA-KLOTHO (“α-KLOTHO”) Recent clinical and pre-clinical studies and analysis indicates the potential to increase lifespan and reduce age-associated degeneration in multiple organ systems has be realized with a focus on the human gene called Klotho. NEW YORK, |
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| June 10, 2025 |
Exhibit 10.1 June 10, 2025 To: Holder of Common Share Purchase Warrants Re: Inducement Offer and Agreement to Exercise Common Share Purchase Warrants Dear Holder: Klotho Neurosciences Inc., a Delaware corporation (the “Company”), is pleased to offer to you the opportunity to exercise the Common Stock Purchase Warrants issued to you on April 4, 2022 (with a current exercise price of $3.49 per share |
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| June 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2025 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commission |
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| June 2, 2025 |
Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2025 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commission |
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| May 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 15, 2025 |
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 March 31, 2025 or ☐ 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 |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 21, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 15, 2025 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commissi |
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| April 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2025 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commissi |
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| April 1, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2025 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commissi |
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| April 1, 2025 |
Exhibit 2.1 EXECUTION VERSION SHARE EXCHANGE AGREEMENT This Share Exchange (this “Agreement”) is made and entered into as of March 26, 2025 (the “Agreement Date”), by and among Klotho Neurosciences, Inc., a Delaware corporation (“Klotho”), SkyBell Technologies, Inc., a Nevada corporation (“Seller”) and SB Security Holdings, LLC, a Delaware limited liability company (“SBSH”). RECITALS WHEREAS, Sell |
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| March 31, 2025 |
Senior Convertible Note between the Company and the Holder, issued January 23, 2025. Exhibit 10.24 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (A) IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATE |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ACT OF 1934 For the fiscal period ended December 31, 2024 or ☐ 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 NEUR |
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| March 31, 2025 |
Exhibit 10.19 |
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| March 31, 2025 |
Exhibit 10.20 |
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| March 31, 2025 |
Exhibit 10.23 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 23, 2025 (the “Subscription Date”), is by and among Klotho Neurosciences, Inc., a Delaware corporation with offices located at 13576 Walnut Street, Suite A, Omaha, NE 68144 (the “Company”), and each of the investors listed on the Schedule of Buyers attached heret |
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| March 31, 2025 |
Subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of the Registrant · ANEW Medical, Inc. |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| February 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2025 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commi |
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| February 13, 2025 |
KLOTHO NEUROSCIENCES, INC. Up to a Maximum of 43,680,219 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-284602 Prospectus KLOTHO NEUROSCIENCES, INC. 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 |
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| February 7, 2025 |
KLOTHO NEUROSCIENCES, INC. February 7, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 RE: Klotho Neurosciences, Inc. Registration Statement on Form S-1, filed January 30, 2025 (File No. 333-284602) (the “Registration Statement”) Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, |
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| January 30, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Klotho Neurosciences, Inc. |
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| January 30, 2025 |
As filed with the Securities and Exchange Commission on January 30, 2025 As filed with the Securities and Exchange Commission on January 30, 2025 Registration No. |
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| January 24, 2025 |
Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (A) IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEME |
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| January 24, 2025 |
Exhibit 4.5 FORM OF VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is entered into as of [●], by and among the investors listed on Schedule A hereto (each, an “Investor”, and collectively, the “Investors”), Klotho Neurosciences, Inc., a Delaware corporation, (the “Company”), and the stockholders of the Company listed on Schedule B hereto (each, a “Stockholder”, and collectively, includi |
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| January 24, 2025 |
Exhibit 4.1 FORM OF SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [●] (the “Subscription Date”), is by and among Klotho Neurosciences, Inc., a Delaware corporation with offices located at 13576 Walnut Street, Suite A, Omaha, NE 68144 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (the “Schedule of Buyer |
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| January 24, 2025 |
Form of Registration Rights Agreement Exhibit 4.4 FORM OF REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is by and between [●] (the “Investor”), and Klotho Neurosciences, Inc., a Delaware corporation (the “Company”). RECITALS A. The Company and the Investor have entered into that certain Securities Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuan |
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| January 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 23, 2025 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commis |
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| January 24, 2025 |
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 10, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2024 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commis |
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| December 10, 2024 |
Exhibit 4.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 14, 2024, between Klotho Neurosciences, Inc., a Delaware corporation (the “Company”), and Austria Capital LLC (the “Purchaser”) and collectively with the Company, the “Parties”). NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other g |
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| November 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2024 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commi |
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| November 19, 2024 |
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 pub |
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| November 19, 2024 |
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 or ☐ 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 NEUROSCIE |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NT 10-Q 1 ea022107601-nt10qklotho.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41340 CUSIP NUMBER 758083 109 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ T |
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| November 13, 2024 |
Exhibit 10.1 TERMINATION AGREEMENT This Termination Agreement (the “Agreement”) is made and entered into on this day of October, 2024, by and between ANEW Medical, Inc., a Wyoming corporation (“ANEW”) and Teleost Biopharmaceuticals, LLC, an Arizona limited liability company (“Teleost”) (collectively, the “Parties”). WHEREAS, on January 28, 2023, Teleost entered into a Licensing Agreement with a su |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2024 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commis |
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| October 31, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2024 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commis |
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| October 31, 2024 |
Exhibit 10.1 EMPLOYMENT AGREEMENT - CEO This EMPLOYMENT AGREEMENT (the “Agreement”), with an Effective Date of October 24, 2024, is made by and between Klotho Neurosciences, Inc. (“KLTO”), a Delaware corporation, having an address located at 13576 Walnut Street, Omaha, NE 68144 (the “Company”), and Dr. Joseph Sinkule, individually (the “Executive”), with an address of 13576 Walnut Street, Omaha, N |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 24, 2024 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commis |
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| October 21, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2024 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commis |
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| October 2, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 24, 2024 Klotho Neurosciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Comm |
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| October 2, 2024 |
Exhibit 99.1 Dr. Robert Langer, Co-Founder of Moderna, Joins Scientific Advisory Board of Klotho Neurosciences, Inc. (KLTO) Renowned Biotech Leader to Contribute Expertise in Neuroscience and Therapeutics Development NEW YORK, Sept. 30, 2024 (GLOBE NEWSWIRE) - Klotho Neurosciences, Inc. (NASDAQ: KLTO), a cutting-edge biotechnology company focused on developing innovative therapies for neurodegener |
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| October 1, 2024 |
KLOTHO NEUROSCIENCES, INC. Up to a Maximum of 21,527,925 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-281946 Prospectus KLOTHO NEUROSCIENCES, INC. Up to a Maximum of 21,527,925 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 21,527,925 shares of common stock, par value $0.0001 per share, of Klotho Neurosciences, Inc., formerly ANEW Medical Inc. These shares include |
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| September 17, 2024 |
ANEW MEDICAL, INC. September 17, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 RE: ANEW Medical, Inc Registration Statement on Form S-1, filed September 5, 2024 (File No. 333- 281946) (the “Registration Statement”) Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, ANEW Medical, |
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| September 13, 2024 |
Registration No. 333-281946 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ANEW MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 2836 86-2727441 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code) (I.R.S. Employer Ident |
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| September 13, 2024 |
CYRULI SHANKS & ZIZMOR, LLP 420 Lexington Avenue Suite 2320 New York, NY 10170 CYRULI SHANKS & ZIZMOR, LLP 420 Lexington Avenue Suite 2320 New York, NY 10170 September 12, 2024 United States Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 RE: ANEW Medical, Inc. |
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| September 5, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) ANEW Medical, Inc. |
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| September 5, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ANEW MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 2836 86-2727441 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code) (I.R.S. Employer Identification No.) 13576 Walnut Street, Suite A |
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| August 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2024 ANEW Medical, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commission File |
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| August 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2024 ANEW Medical, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commission File |
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| August 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 16, 2024 ANEW Medical, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commission File |
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| August 19, 2024 |
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 June 30, 2024 or ☐ 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 ANEW MEDICAL, INC. (E |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41340 CUSIP NUMBER 758083 109 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi |
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| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2024 ANEW Medical, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commission File N |
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| June 27, 2024 |
EX-99.1 2 tm2418337d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. T |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2024 ANEW Medical, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commission File N |
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| June 27, 2024 |
US7580832084 / REDWOODS ACQUISITION CORP / CHARDAN CAPITAL MARKETS LLC - SC 13G Passive Investment SC 13G 1 tm2418337d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 ANEW MEDICAL INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 03465E108 (CUSIP Number) June 21, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| June 27, 2024 |
Exhibit 16.1 June 27, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by ANEW Medical, Inc. (formerly known as Redwoods Acquisition Corp.) under Item 4.01 of ANEW Medical, Inc.’s Form 8-K dated June 27, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagre |
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| June 21, 2024 |
Form 25 |
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| June 20, 2024 |
Exhibit 99.2 STRATEGIC ASSET LEASING, INC. 13576 Walnut Street Omaha, NE 68144 Financial Statements and Notes For the Three Months Ended March 31, 2024 and 2023 STRATEGIC ASSET LEASING, INC. CONSOLIDATED BALANCE SHEETS - Unaudited March 31, 2024 December 31, 2023 ASSETS Current assets: Cash $ 32,336 $ 2,808 Prepaid expenses - 3,840 Total current assets 32,336 6,648 Other assets Licenses 2,261,134 |
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| June 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2024 Redwoods Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commissio |
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| June 20, 2024 |
Exhibit 99.1 STRATEGIC ASSET LEASING, INC. 13576 Walnut Street Omaha, NE 68144 Financial Statements and Notes For the Years Ended December 31, 2023 and 2022 Strategic Asset Leasing, Inc. December 31, 2023 and 2022 Index to the Financial Statements Contents Page(s) Report of Independent Registered Public Accounting Firm (PCAOB: 3313) 1 Balance Sheets at December 31, 2023 and 2022 2 Statements of Op |
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| June 20, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2024 Redwoods Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commissio |
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| June 20, 2024 |
Exhibit 99.1 STRATEGIC ASSET LEASING, INC. 13576 Walnut Street Omaha, NE 68144 Financial Statements and Notes For the Years Ended December 31, 2023 and 2022 Strategic Asset Leasing, Inc. December 31, 2023 and 2022 Index to the Financial Statements Contents Page(s) Report of Independent Registered Public Accounting Firm (PCAOB: 3313) 1 Balance Sheets at December 31, 2023 and 2022 2 Statements of Op |
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| June 20, 2024 |
Exhibit 99.2 STRATEGIC ASSET LEASING, INC. 13576 Walnut Street Omaha, NE 68144 Financial Statements and Notes For the Three Months Ended March 31, 2024 and 2023 STRATEGIC ASSET LEASING, INC. CONSOLIDATED BALANCE SHEETS - Unaudited March 31, 2024 December 31, 2023 ASSETS Current assets: Cash $ 32,336 $ 2,808 Prepaid expenses - 3,840 Total current assets 32,336 6,648 Other assets Licenses 2,261,134 |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2024 Redwoods Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commissio |
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| June 14, 2024 |
Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 13, 2024, by and among Redwoods Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, in connection with the Business Combination Agreement, dated as of May 30, 2023 (which was subsequently amended on November 4, 2023, a |
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| June 14, 2024 |
Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 13, 2024, by and among Redwoods Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, in connection with the Business Combination Agreement, dated as of May 30, 2023 (which was subsequently amended on November 4, 2023, a |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2024 Redwoods Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86 |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2024 Redwoods Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86 |
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| June 14, 2024 |
Exhibit 10.1 Date: June 13, 2024 To: Redwoods Acquisition Corp., a Delaware corporation (“RWOD”) and ANEW Medical, Inc., a Wyoming corporation (“Target”). Address: 1115 Broadway, 12th Floor, New York, NY 10010 From: (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), (iii) Meteora Strategic Capital, LLC (“MSC”) and (iv) Meteora Special Opportuni |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2024 Redwoods Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commissio |
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| June 14, 2024 |
Exhibit 10.1 Date: June 13, 2024 To: Redwoods Acquisition Corp., a Delaware corporation (“RWOD”) and ANEW Medical, Inc., a Wyoming corporation (“Target”). Address: 1115 Broadway, 12th Floor, New York, NY 10010 From: (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), (iii) Meteora Strategic Capital, LLC (“MSC”) and (iv) Meteora Special Opportuni |
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| May 23, 2024 |
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 March 31, 2024 or ☐ 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 Redwoods Acquisition |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41340 CUSIP NUMBER 758083 109 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans |
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| May 10, 2024 |
Exhibit 10.3 NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of May 9, 2024, is made by and between Redwoods Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned party hereto (the “Backstop Investor”). Capitalized terms used but not defined herein shall have the respective meanings specified in the Transaction Agreement (defined below). |
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| May 10, 2024 |
Exhibit 10.3 NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of May 9, 2024, is made by and between Redwoods Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned party hereto (the “Backstop Investor”). Capitalized terms used but not defined herein shall have the respective meanings specified in the Transaction Agreement (defined below). |
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| May 10, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2024 Redwoods Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commission |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2024 Redwoods Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commission |
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| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2024 Redwoods Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commissi |
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| April 18, 2024 |
Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2024 Redwoods Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commissi |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ 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 REDWOODS ACQUISITION CORP |
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| April 17, 2024 |
Exhibit 97.1 REDWOODS ACQUISITION CORP. (the “Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adop |
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| April 17, 2024 |
Exhibit 21 List of Subsidiaries of Redwoods Acquisition Corp. None. |
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| April 17, 2024 |
Exhibit 10.18 Redwoods Acquisition Corp. 1115 Broadway, 12th Floor New York, NY 10010 April 16, 2024 ANEW Medical, Inc. 13576 Walnut Street, Suite A Omaha, NE 68144 Attention: Dr. Joseph Sinkule Email: [email protected] RE: Side Letter to Business Combination Agreement Ladies and Gentlemen: Reference is made to that certain Business Combination Agreement, dated May 30, 2023 (as amended by the fi |
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| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 8, 2024 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commission |
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| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 8, 2024 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commission |
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| April 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 1, 2024 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commission |
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| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 1, 2024 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commission |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41340 CUSIP NUMBER 758083 109 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 22, 2024 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commissio |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 22, 2024 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commissio |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 8, 2024 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commission |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 8, 2024 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commission |
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| February 22, 2024 |
RWOD / Redwoods Acquisition Corp. / Shaolin Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| February 16, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-273748 PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF REDWOODS ACQUISITION CORP. AND PROSPECTUS FOR UP TO 11,000,000 SHARES OF COMMON STOCK OF REDWOODS ACQUISITION CORP. Dear Redwoods Acquisition Corp. Stockholders, On behalf of the Redwoods board of directors (the “Redwoods Board”), we cordially invite you to a special meeting (the “sp |
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| February 13, 2024 |
RWOD / Redwoods Acquisition Corp. / MMCAP International Inc. SPC - FORM SC 13G/A Passive Investment SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Redwoods Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 758083109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the A |
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| February 13, 2024 |
As filed with the Securities and Exchange Commission on February 13, 2024 As filed with the Securities and Exchange Commission on February 13, 2024 Registration No. |
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| February 12, 2024 |
As filed with the Securities and Exchange Commission on February 12, 2024 As filed with the Securities and Exchange Commission on February 12, 2024 Registration No. |
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| February 12, 2024 |
REDWOODS ACQUISITION CORP. 1115 Broadway, 12th Floor New York, NY, 10106 REDWOODS ACQUISITION CORP. 1115 Broadway, 12th Floor New York, NY, 10106 February 12, 2024 VIA EDGAR Mr. Chris Edwards Mr. Tim Buchmiller Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Redwoods Acquisition Corp. (the “Company”) Registration Statement on Form S-4 (File No. 333-273748) (the “Registration Statem |
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| February 7, 2024 |
Exhibit 10.19 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”), with an Effective Date of October 10, 2021, is made by and between Anew Oncology, Inc./Anew Medical, Inc., a Delaware corporation, having an address located at 13576 Walnut Street, Omaha, NE 68144 (the “Company”), and Dr. Joseph Sinkule, individually (the “Executive”), with an address of 13576 Walnut Street, Omaha, NE |
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| February 7, 2024 |
As filed with the Securities and Exchange Commission on February 6, 2024 As filed with the Securities and Exchange Commission on February 6, 2024 Registration No. |
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| February 1, 2024 |
Consent of Joseph Sinkule to be named as a director nominee.** Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Redwoods Acquisition Corp. (the “Registrant”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to the referenc |
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| February 1, 2024 |
As filed with the Securities and Exchange Commission on February 1, 2024 As filed with the Securities and Exchange Commission on February 1, 2024 Registration No. |
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| February 1, 2024 |
Consent of Edward Cong Wang to be named as a director nominee.** Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Redwoods Acquisition Corp. (the “Registrant”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to the referenc |
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| February 1, 2024 |
Exhibit 10.16 NON-EXCLUSIVE LICENSE AGREEMENT This Non-Exclusive License Agreement (this “Agreement”), is dated and effective as of 20 January, 2023 (the “Effective Date”), and is made and entered into between Heidelberg University, an institution of higher education having an address at Grabengasse 1, 69117 Heidelberg, Germany (“University”), and ANEW MEDICAL, Inc., having an address at 13576 Wal |
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| February 1, 2024 |
Consent of Shalom Hirschman to be named as a director nominee.** Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Redwoods Acquisition Corp. (the “Registrant”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to the referenc |
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| February 1, 2024 |
Exhibit 10.18 CONFIDENTIAL LICENSE AGREEMENT THIS LICENSE AGREEMENT (the “Agreement”) is made and executed on this 27th day of January, 2023 (“Effective Date”) by and between (1) Anew Medical Acquisition Corp (“AMAC”) a Wyoming corporation with an address of 13576 Walnut Street, Omaha, NE 68144 USA (hereinafter referred to as “ANEW” or “the Company”) and Affiliates, successors and permitted assign |
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| February 1, 2024 |
Exhibit 10.17 LICENSE AGREEMENT This License Agreement (the “Agreement”) is made and entered into this 27th day of November, 2014 (the “Effective Date”) by and between Reliance Life Sciences Private Limited, a company incorporated under the laws of India, having its registered office at Dhirubhai Ambani Life Sciences Center, Thane - Belapur Road, Rabale, Navi Mumbai - 400 701, India, and its Affil |
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| February 1, 2024 |
Sponsored Research Agreement with Universitat Autònoma de Barcelona.** Exhibit 10.13 SPONSORED RESEARCH AGREEMENT This Sponsored Research Agreement (this “Agreement”), effective as of January 24, 2023 (“Effective Date”), is made and entered into by and between ANEW MEDICAL, INC. a private Delaware corporation having its principal offices at ANEW MEDICAL, INC., 13576 Walnut Street, Omaha, Nebraska 68144 USA (“Sponsor” or the “Company”) and Universitat Autònoma de Barc |
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| February 1, 2024 |
GIOVANNI CARUSO Partner 345 Park Avenue New York, NY 10154 Direct Main Fax 212.407.4866 212.407.4000 212.407.4990 [email protected] Via Edgar February 1, 2024 U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Tim Buchmiller Dillon Hagius Ibolya Ignat Kevin Vaughn Re: Redwoods Acquisition Corp. Amendment No. 4 to Registration Statement on Form S-4 Filed January |
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| February 1, 2024 |
Consent of Jon McGarity to be named as a director nominee.** Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Redwoods Acquisition Corp. (the “Registrant”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to the referenc |
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| February 1, 2024 |
Exhibit 10.14 LICENSE AGREEMENT AND TECHNOLOGY TRANSFER AGREEMENT BETWEEN UNIVERSITAT AUTÒNOMA DE BARCELONA; AND INSTITUCIÓ CATALANA DE RECERCA I ESTUDIS AVANÇATS AND ANEW MEDICAL, INC. JANUARY 24, 2022 License Agreement ANEW MEDICAL INC. LICENSE AND TECHNOLOGY TRANSFER AGREEMENT Between Universitat Autònoma de Barcelona (hereinafter, “UAB”), an institution organized as a university under the laws |
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| February 1, 2024 |
Exhibit 10.15 License and Technology Transfer Agreement ANEW [Final] License and technology transfer agreement BETWEEN universitat autònoma de barcelona; consorcio Centro de Investigación Biomédica en Red; institució catalana de recerca i estudis avançats; Fundació Hospital Universitari Vall d’Hebron-Institut de Recerca; AND ANEW MEDICAL, INC. December 20th 2022 1 / 34 License and Technology Trans |
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| February 1, 2024 |
Consent of Samuel Zentman to be named as a director nominee.** Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Redwoods Acquisition Corp. (the “Registrant”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to the referenc |
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| January 3, 2024 |
Exhibit 10.15 |
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| January 3, 2024 |
Exhibit 10.14 |
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| January 3, 2024 |
Exhibit 10.16 |
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| January 3, 2024 |
As filed with the Securities and Exchange Commission on January 3, 2024 As filed with the Securities and Exchange Commission on January 3, 2024 Registration No. |
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| January 3, 2024 |
Exhibit 10.17 |
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| January 3, 2024 |
Sponsored Research Agreement with Universitat Autònoma de Barcelona. Exhibit 10.13 |
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| January 3, 2024 |
Exhibit 10.18 |
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| January 3, 2024 |
GIOVANNI CARUSO Partner 345 Park Avenue New York, NY 10154 Direct Main Fax 212.407.4866 212.407.4000 212.407.4990 [email protected] Via Edgar January 3, 2024 U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Tim Buchmiller Dillon Hagius Ibolya Ignat Kevin Vaughn Re: Redwoods Acquisition Corp. Amendment No. 3 to Registration Statement on Form S-4 Filed December |
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| December 4, 2023 |
GIOVANNI CARUSO Partner 345 Park Avenue New York, NY 10154 Direct Main Fax 212.407.4866 212.407.4000 212.407.4990 [email protected] Via Edgar December 4, 2023 U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Tim Buchmiller Dillon Hagius Ibolya Ignat Kevin Vaughn Re: Redwoods Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed Novembe |
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| December 4, 2023 |
As filed with the Securities and Exchange Commission on December 4, 2023 As filed with the Securities and Exchange Commission on December 4, 2023 Registration No. |
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| November 17, 2023 |
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, 2023 or ☐ 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 Redwoods Acquisi |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41340 CUSIP NUMBER 758083 109 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T |
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| November 14, 2023 |
Exhibit 10.1 AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 13, 2023, by and between Redwoods Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this A |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 13, 2023 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commis |
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| November 14, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REDWOODS ACQUISITION CORP. Redwoods Acquisition Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is Redwoods Acquisition Corp. The corporation was originally incorpor |
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| November 8, 2023 |
GIOVANNI CARUSO Partner 345 Park Avenue New York, NY 10154 Direct Main Fax 212.407.4866 212.407.4000 212.407.4990 [email protected] Via Edgar November 8, 2023 U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Tim Buchmiller Dillon Hagius Ibolya Ignat Kevin Vaughn Re: Redwoods Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-4 Filed October |
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| November 8, 2023 |
As filed with the Securities and Exchange Commission on November 8, 2023 As filed with the Securities and Exchange Commission on November 8, 2023 Registration No. |
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| November 7, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 4, 2023 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commiss |
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| November 7, 2023 |
Amendment No. 1 to Business Combination Agreement, dated as of November 4, 2023. Exhibit 2.1 First Amendment to BUSINESS COMBINATION AGREEMENT This FIRST Amendment to THE BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of November 4, 2023, is entered into by and among Redwoods Acquisition Corp., a Delaware corporation (“Buyer”), ANEW MEDICAL SUB, INC., a Wyoming corporation (“Merger Sub”), and ANEW MEDICAL, INC., a Wyoming corporation (the “Company”). Buyer, Merger |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 4, 2023 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commiss |
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| November 7, 2023 |
Amendment No. 1 to Business Combination Agreement, dated as of November 4, 2023. Exhibit 2.1 First Amendment to BUSINESS COMBINATION AGREEMENT This FIRST Amendment to THE BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of November 4, 2023, is entered into by and among Redwoods Acquisition Corp., a Delaware corporation (“Buyer”), ANEW MEDICAL SUB, INC., a Wyoming corporation (“Merger Sub”), and ANEW MEDICAL, INC., a Wyoming corporation (the “Company”). Buyer, Merger |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 27, 2023 |
GIOVANNI CARUSO Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4866 Main 212.407.4000 Fax 212.407.4990 [email protected] Via Edgar October 27, 2023 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Dillon Hagius Re: Redwoods Acquisition Corp. Form 14A (Preliminary Proxy Statement) Filed on October 16, 2023 Supplementa |
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| October 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ 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 REDWO |
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| October 17, 2023 |
As filed with the Securities and Exchange Commission on October 17, 2023 As filed with the Securities and Exchange Commission on October 17, 2023 Registration No. |
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| October 17, 2023 |
GIOVANNI CARUSO Partner 345 Park Avenue New York, NY 10154 Direct Main Fax 212.407.4866 212.407.4000 212.407.4990 [email protected] Via Edgar October 17, 2023 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Tim Buchmiller Dillon Hagius Ibolya Ignat Kevin Vaughn Re: Redwoods Acquisition Corp. Registration Statement on Form S-4 |
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| October 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 25, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 25, 2023 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commi |
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| September 25, 2023 |
Promissory Note to Redwoods Capital LLC, dated September 25, 2023. Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| August 21, 2023 |
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 June 30, 2023 or ☐ 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 Redwoods Acquisition |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41340 CUSIP NUMBER 758083 109 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi |
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| August 11, 2023 |
Exhibit 99.1 Using Gene Therapy to Address The Aging Process Investor Presentation Q3 2023 Disclaimer 2 This presentation is being furnished solely for the purpose of considering a potential transaction involving Redwoods Acquisition Corp . (“Redwoods”) and Anew Medical, Inc . (“ANEW”) . By accepting this presentation, the recipient acknowledges and agrees that all of the information contained her |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2023 REDWOODS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commiss |
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| August 11, 2023 |
Exhibit 99.1 Using Gene Therapy to Address The Aging Process Investor Presentation Q3 2023 Disclaimer 2 This presentation is being furnished solely for the purpose of considering a potential transaction involving Redwoods Acquisition Corp . (“Redwoods”) and Anew Medical, Inc . (“ANEW”) . By accepting this presentation, the recipient acknowledges and agrees that all of the information contained her |
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| August 11, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2023 REDWOODS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commiss |
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| August 4, 2023 |
As filed with the Securities and Exchange Commission on August 4, 2023 As filed with the Securities and Exchange Commission on August 4, 2023 Registration No. |
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| August 4, 2023 |
Filing Fee Calculation Table.** Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) REDWOODS ACQUISITION CORP. |
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| June 7, 2023 |
Filed by Redwoods Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. |
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| June 5, 2023 |
ANEW MEDICAL, INC. Enters Into Definitive Merger Agreement with Redwoods Acquisition Corp Exhibit 99.1 ANEW MEDICAL, INC. Enters Into Definitive Merger Agreement with Redwoods Acquisition Corp. ● ANEW MEDICAL, INC. (“ANEW”) has entered into a definitive business combination agreement with Redwoods Acquisition Corp. (NASDAQ: RWOD). ● ANEW is developing a platform and commercializing novel gene therapies to alleviate and/or reverse the progression of neurogenerative diseases. ● ANEW inte |
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| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2023 REDWOODS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commission |
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| June 5, 2023 |
Exhibit 10.4 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of May 30, 2023, by and between the undersigned holders of ANEW Medical, Inc., a Wyoming corporation (the “Holders”) and Redwoods Acquisition Corp., a Wyoming corporation (“RWOD”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement |
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| June 5, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG REDWOODS ACQUISITION CORP., ANEW MEDICAL SUB, INC. AND ANEW MEDICAL, INC. DATED AS OF MAY 30, 2023 TABLE OF CONTENTS Page ARTICLE 1 CERTAIN DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Certain Defined Terms 14 ARTICLE 2 THE MERGER 16 Section 2.1 Merger 16 Section 2.2 Contingent Consideration 17 Section 2.3 Closing of the Transactions C |
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| June 5, 2023 |
Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of May 30, 2023 (this “Voting Agreement”), is entered into by and among ANEW Medical, Inc., a Wyoming corporation (the “Company”), certain stockholders of the Company listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”), and Redwoods Acquisition Corp., a Delaware corporation (“R |
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| June 5, 2023 |
EX-10.3 5 ea179544ex10-3redwoods.htm REGISTRATION RIGHTS AGREEMENT, DATED MAY 30, 2023, BY AND AMONG REDWOODS ACQUISITION CORP., CERTAIN STOCKHOLDERS OF ANEW MEDICAL, INC. AND THE FOUNDER HOLDERS Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of May 30, 2023, by and among Redwoods Acquisition Corp., a Delaware corporation (the “ |
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| June 5, 2023 |
Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of May 30, 2023 (this “Agreement”), is entered into by and among the persons listed on the signature page hereto (each, a “Supporter”), ANEW Medical, Inc., a Wyoming corporation (the “Company”), Redwoods Acquisition Corp., a Delaware corporation (“Redwoods”). Capitalized terms used but not defined in this Agreement sha |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 24, 2023 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commission |
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| May 31, 2023 |
Exhibit 99.1 Redwoods Acquisition Corp. Announces Receipt of Nasdaq Listing Delinquency Letter and Nasdaq Listing Compliance Determination Letter New York, NY, May 31, 2023 – Redwoods Acquisition Corp. (the “Company”) (NASDAQ: RWOD) today announced that it received a delinquency notification letter (“Notice”) from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasd |
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| May 24, 2023 |
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 March 31, 2023 or ☐ 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 Redwoods Acquisition |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41340 CUSIP NUMBER 758083 109 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans |
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| April 10, 2023 |
Exhibit 21.1 List of Subsidiaries of Redwoods Acquisition Corp. None. |
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| April 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ 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 REDWOODS ACQUISITION CORP |
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| April 10, 2023 |
Exhibit 4.8 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, the end of the period covered by this Annual Report on Form 10-K, Redwoods Acquisition Corp. (the “Company,” “we,” “us,” or “our”) had four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange A |
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| April 4, 2023 |
Exhibit 10.2 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 30, 2023 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commissio |
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| April 4, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REDWOODS ACQUISITION CORP. Redwoods Acquisition Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is Redwoods Acquisition Corp. The corporation was originally incorpor |
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| April 4, 2023 |
Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 4, 2023, by and between Redwoods Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41340 CUSIP NUMBER 758083 109 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr |
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| March 28, 2023 |
Exhibit 10.1 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 22, 2023 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commissio |
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| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| February 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| February 14, 2023 |
RWOD / Redwoods Acquisition Corp / MMCAP International Inc. SPC - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2023 |
RWOD / Redwoods Acquisition Corp / Shaolin Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Redwoods Acquisition Corp. (Name of Issuer) Common Stock, par value $ 0.0001 (Title of Class of Securities) 758083109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| January 6, 2023 |
RWOD / Redwoods Acquisition Corp / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment SC 13G/A 1 lfsc13gz.htm SCHEDULE 13G/A OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* Redwoods Acquisition Corp. (Name of Issuer) Common Stock, par value $ 0.0001 (Title of Class of Se |
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| January 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 3, 2023 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commissi |
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| December 16, 2022 |
Filed by Redwoods Acquisition Corp. 425 1 ea170344-425redwoodsacq.htm FORM 425 Filed by Redwoods Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Xin Bo Xing Group Limited Commission File No.: 001-41340 Xin Bo Xing announced that it has signed an intentional agreement with SPAC, which will soon land on NASDAQ (Dece |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ 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 Redwo |
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| October 14, 2022 |
Exhibit 16.1 October 14, 2022 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Dear Commissioners: We have read the statements made by Redwoods Acquisition Corp. under Item 4.01 of its Form 8-K dated October 11, 2022. We agree with the statements concerning our firm in such Form 8-K; we have no basis to and, therefore, do not agree or disagree with the other statements mad |
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| October 14, 2022 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 11, 2022 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commiss |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? 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 Redwoods A |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ 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 Redwoods |
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| April 27, 2022 |
INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENT EX-99.1 2 ea158917ex99-1redwoods.htm UNAUDITED PRO FORMA BALANCE SHEET DATED APRIL 7, 2022 Exhibit 99.1 INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENT Unaudited Pro Forma Balance Sheet as of April 7, 2022 F-2 Notes to Unaudited Pro Forma Financial Statement F-3 F-1 REDWOODS ACQUISITION CORP. PRO FORMA BALANCE SHEET April 4, Pro Forma Adjustments As Adjusted April 7, 2022 2022 (Unaudited) (Unaudi |
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| April 27, 2022 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 8-K 1 ea158917-8kredwoodsacq.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 7, 2022 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or |
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| April 21, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 4, 2022 Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2727441 (State or other jurisdiction of incorporation) (Commission |
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| April 21, 2022 |
Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Redwoods Acquisition Corporation Opinion on the Financial Statement We have audited the accompanying balance sheet of Re |
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| April 8, 2022 |
Feis Lawrence Michael - SCHEDULE 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* Redwoods Acquisition Corp. (Name of Issuer) Common Stock, par value $ 0.0001 (Title of Class of Securities) 758083208 (CUSIP Number) March |
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| April 7, 2022 |
MMCAP International Inc. SPC - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Redwoods Acquisition Corp. |
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| April 4, 2022 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REDWOODS ACQUISITION CORP Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Redwoods Acquisition Corp, a corporation existing under the laws of the State of Delaware (the ?Corporation?), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the corporation is Redwoods Acquisition Corp. 2. |
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| April 4, 2022 |
EX-10.2 8 ea157920ex10-2redwoods.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED MARCH 30, 2022, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of March 30, 2022 by and between Redwoods Acquisition Corp. (the “Company”) and Continental Stock Transf |
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| April 4, 2022 |
EX-10.4 10 ea157920ex10-4redwoods.htm REGISTRATION RIGHTS AGREEMENT, DATED MARCH 30, 2022, BY AND AMONG THE COMPANY, THE INITIAL STOCKHOLDERS OF THE COMPANY AND CHARDAN CAPITAL MARKETS, LLC Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of March 30, 2022, by and among Redwoods Acquisition Corp., a Delaware corporation (the “Comp |
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| April 4, 2022 |
EX-10.5 11 ea157920ex10-5redwoods.htm SUBSCRIPTION AGREEMENT, DATED MARCH 30, 2022, BY AND BETWEEN THE COMPANY AND REDWOODS CAPITAL LLC Exhibit 10.5 March 30, 2022 Redwoods Acquisition Corp. 1115 Broadway, 12th Floor New York, NY 10010 Ladies and Gentlemen: Redwoods Acquisition Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger, share exchange, asset acqu |
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| April 4, 2022 |
EX-1.1 2 ea157920ex1-1redwoods.htm UNDERWRITING AGREEMENT, DATED MARCH 30, 2022, BY AND BETWEEN THE COMPANY AND CHARDAN CAPITAL MARKETS, LLC Exhibit 1.1 Execution Version 10,000,000 Units Redwoods Acquisition Corp. UNDERWRITING AGREEMENT March 30, 2022 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A |
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| April 4, 2022 |
EX-4.2 5 ea157920ex4-2redwoods.htm RIGHTS AGREEMENT, DATED MARCH 30, 2022, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 4.2 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of March 30, 2022 between Redwoods Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose t |
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| April 4, 2022 |
EX-4.1 4 ea157920ex4-1redwoods.htm WARRANT AGREEMENT, DATED MARCH 30, 2022, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 4.1 WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of March 30, 2022, by and between Redwoods Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York lim |
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| April 4, 2022 |
EX-10.7 13 ea157920ex10-7redwoods.htm INDEMNITY AGREEMENTS, DATED MARCH 30, 2022, BY AND BETWEEN THE COMPANY AND EACH OF THE DIRECTORS AND OFFICERS OF THE COMPANY Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of March 30, 2022, by and between Redwoods Acquisition Corp., a Delaware corporation (the “Company”), and Edward Cong Wang (“Indemni |
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| April 4, 2022 |
8-K 1 ea157920-8kredwoodsacq.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 4, 2022 (March 30, 2022) Date of Report (Date of earliest event reported) Redwoods Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41340 86-2 |
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| April 4, 2022 |
Exhibit 10.1 March 30, 2022 Redwoods Acquisition Corp. 1115 Broadway, 12th Floor New York, NY 10010 Chardan Capital Markets, LLC 17 State Street, Suite 2130 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Redwoods Acquisition |
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| April 4, 2022 |
EX-10.6 12 ea157920ex10-6redwoods.htm SUBSCRIPTION AGREEMENT, DATED MARCH 30, 2022, BY AND BETWEEN THE COMPANY AND CHARDAN CAPITAL MARKETS, LLC Exhibit 10.6 March 30, 2022 Redwoods Acquisition Corp. 1115 Broadway, 12th Floor New York, NY 10010 Ladies and Gentlemen: Redwoods Acquisition Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger, share exchange, as |
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| April 4, 2022 |
Exhibit 10.8 Administrative Services Agreement This Administrative Services Agreement (this ?Agreement?) entered into as of March 30, 2022, by and between Redwoods Capital LLC (the ?Provider?) and Redwoods Acquisition Corp. (the ?Company?). The Provider has agreed to provide services to the Company on the terms and conditions set out in this Agreement, and the Company is of the opinion that the Pr |
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| April 4, 2022 |
EX-10.3 9 ea157920ex10-3redwoods.htm STOCK ESCROW AGREEMENT, DATED MARCH 30, 2022, BY AND AMONG THE COMPANY, CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE INITIAL STOCKHOLDERS OF THE COMPANY Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of March 30, 2022 (this “Agreement”), by and among REDWOODS ACQUISITION CORP., a Delaware corporation (the “Company”), the initial |
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| April 4, 2022 |
Exhibit 4.3 Execution Version THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERI |
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| April 1, 2022 |
$100,000,000 Redwoods Acquisition Corp. 10,000,000 Units PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-263407 $100,000,000 Redwoods Acquisition Corp. 10,000,000 Units Redwoods Acquisition Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Our ef |
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| March 30, 2022 |
8-A12B 1 ea157589-8a12bredwoodsacq.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 REDWOODS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 86-2727441 (State or other jurisdiction of (I.R.S. Employe |
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| March 29, 2022 |
Redwoods Acquisition Corp. 1115 Broadway, 12th Floor New York, NY 10010 Redwoods Acquisition Corp. 1115 Broadway, 12th Floor New York, NY 10010 March 29, 2022 VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Joseph Ambrogi RE: Redwoods Acquisition Corp. (the “Company”) Registration Statement on Form S-1, as amended (File No. 333-263407) (the “Registrat |
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| March 29, 2022 |
March 29, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Mr. Joseph Ambrogi Re: Redwoods Acquisition Corp. (the ?Company?) Registration Statement on Form S-1 File No. 333-263407 Dear Mr. Amborgi: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (th |
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| March 25, 2022 |
EX-10.3 13 fs12022a1ex10-3redwoods.htm FORM OF STOCK ESCROW AGREEMENT AMONG THE REGISTRANT, CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AND THE INSIDERS Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of [●], 2022 (this “Agreement”), by and among REDWOODS ACQUISITION CORP., a Delaware corporation (the “Company”), the initial shareholders listed on the signature pages here |
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| March 25, 2022 |
EX-10.2 12 fs12022a1ex10-2redwoods.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BY AND BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2022 by and between Redwoods Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Comp |
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| March 25, 2022 |
EX-10.7 16 fs12022a1ex10-7redwoods.htm FORM OF SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND CHARDAN CAPITAL MARKETS, LLC FOR PRIVATE UNITS Exhibit 10.7 [●], 2022 Redwoods Acquisition Corp. 1115 Broadway, 12th Floor New York, NY 10010 Ladies and Gentlemen: Redwoods Acquisition Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger, share exchange, asset a |
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| March 25, 2022 |
EX-4.6 8 fs12022a1ex4-6redwoods.htm FORM OF RIGHTS AGREEMENT BY AND BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [●], 2022 between Redwoods Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as |
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| March 25, 2022 |
As filed with the United States Securities and Exchange Commission on March 25, 2022. As filed with the United States Securities and Exchange Commission on March 25, 2022. |
