Welcome to our dedicated page for Greenland Mines SEC filings (Ticker: GRML), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Greenland Mines Ltd. filings document the company's public-company status, Nasdaq-listed common stock and warrants, governance changes, reporting obligations, and corporate identity after its former name, Klotho Neurosciences, Inc.. Recent Form 8-K records include board composition matters and Nasdaq compliance disclosures, while Form 12b-25 records address timing for an annual report filing.
The filing record identifies Greenland Mines as a Delaware corporation and an emerging growth company. Its disclosures also provide formal context for the company's registered securities, corporate governance, reporting status, and material-event reporting as it operates across natural resources and cell and gene therapy activities.
Greenland Mines Ltd is asking stockholders to approve three proposals at a virtual Special Meeting on July 16, 2026. The primary item seeks approval under Nasdaq Listing Rule 5635 to permit issuance of up to 2,040,038,760 shares of Common Stock upon conversion of Series C Preferred issued in the March 4, 2026 acquisition of Greenland Mines Corp., and up to 34,551,939 shares upon exercise of private warrants issued February 19, 2026. The board also seeks approval to increase the 2024 Equity Incentive Plan reserve to 20,000,000 shares and authorization to adjourn if needed. The board recommends votes FOR all proposals; the record date is May 18, 2026 and shares outstanding were 121,238,660 as of the cited dates.
Greenland Mines Ltd is asking stockholders to approve flexibility for one or more reverse stock splits of its common stock between 1-for-2 and up to an aggregate 1-for-60, plus the ability to adjourn the special meeting to solicit more votes if needed.
The board’s main goal is to help the share price meet Nasdaq’s $1.00 minimum bid requirement for continued listing on The Nasdaq Capital Market. A reverse split would reduce shares outstanding but keep each investor’s ownership percentage essentially the same, aside from rounding up fractional shares.
As of April 23, 2026, the record date, 121,238,660 common shares were outstanding and eligible to vote. The meeting will be held virtually on June 18, 2026, and default proxies will vote in favor of both proposals unless holders give different instructions.
Greenland Mines Ltd entered into an Agreement and Plan of Merger to acquire Neo North Star Resources, Inc. for total consideration of $35,000,000. The deal will be paid as $20,000,000 in cash and $15,000,000 in newly issued Greenland Mines common shares.
The new shares will be valued based on the volume-weighted average trading price over the 20 trading days before signing. Neo North Star will merge into Greenland Rare Earths Corp., a wholly owned subsidiary of Greenland Mines, which will remain as the surviving entity.
Closing is subject to customary conditions and requires approval from the government of Greenland under section 69 of the Greenland Mineral Activities Act for the indirect transfer of Neo North Star’s mineral rights.
Greenland Mines Ltd reported a much larger quarterly loss as it pivoted into mining. For the three months ended March 31, 2026, the company generated no revenue and recorded a net loss of $13,857,203, compared with $2,116,726 a year earlier, driven by higher general and administrative, professional, and share-based compensation expenses plus a $2,045,253 impairment of biotech intangibles.
Cash and cash equivalents were $10,002,477, with net cash used in operating activities of $4,971,143. Management states there is substantial doubt about the company’s ability to continue as a going concern without additional financing. During the quarter, Greenland Mines completed a forward merger to acquire mineral rights and exploration licenses for the Skaergaard Project, recognizing indefinite-lived mineral intangibles of $48,416,474 and creating a new Mining segment alongside its Biotech operations.
The company raised gross proceeds of about $7,750,000 via a private placement and ended the period with 121,238,660 common shares outstanding. Nasdaq granted an extension until September 14, 2026 for the stock to regain the $1.00 minimum bid price. Subsequent to quarter-end, Greenland Mines agreed to acquire Neo North Star Resources, owner of the Sarfartoq rare earth project, for $35 million, split between $20 million in cash and $15 million in new common shares.
Greenland Mines Ltd filed an amended current report to update disclosure related to its acquisition of Greenland Mines, Inc. The company explains that, after review, the acquired assets do not constitute a business for purposes of Rule 3-05 of Regulation S-X.
Because of this determination, the company states that no separate financial statements or pro forma financial information are required under Item 9.01. Apart from clarifying that these additional financials are unnecessary, all other disclosures from the original March 10, 2026 report remain unchanged.
Greenland Mines Ltd is asking shareholders to approve amendments to its certificate of incorporation to permit one or more reverse stock splits at ratios between 1-for-2 and 1-for-50, with an aggregate cap of 1-for-60, exercisable by the Board prior to and including <date>March 31, 2027. The Board states the primary purpose is to regain and maintain compliance with The Nasdaq Capital Market's $1.00 minimum bid price rule after the company received a delist notice and an extension to <date>September 14, 2026.
The Special Meeting is scheduled as a virtual meeting on <date>June 18, 2026. As of the Record Date the company reports 121,238,660 shares issued and outstanding. The proposal, if approved, would permit the Board to implement a reverse split at its discretion (or to abandon it) and would proportionately adjust outstanding equity awards and exercise prices. The proxy also seeks authorization to adjourn the meeting to solicit additional votes if necessary.
Greenland Mines Ltd notified the SEC it could not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company cites the time required to complete final revisions to the report and to coordinate preparation and inclusion of exhibits.
Greenland Mines Ltd filed a report describing an investor presentation and press release on its Skaergaard critical minerals project in Southeast Greenland. The materials highlight a large gold, palladium and platinum Mineral Resource and outline upcoming field and metallurgical programs.
The Skaergaard Project hosts 159 Mt of Indicated and 205 Mt of Inferred Mineral Resources with a gross in‑situ contained metal value of about $68 billion at February 2026 metal prices, based on NI 43‑101 estimates. These total 11.4 Moz PdEq Indicated and 14.1 Moz PdEq Inferred.
The company plans a 2026 campaign including resource expansion drilling, geotechnical work, environmental baseline studies and a 30–50 tonne bulk sample to support processing flowsheet development with GTK Mintec in Finland. It is also evaluating vanadium, gallium, iron and titanium by‑product potential and an Iceland‑based processing concept within a proposed North Atlantic Critical Minerals Corridor.
Greenland Mines Ltd reported that its Board of Directors appointed Jason D. Sawyer as a director, effective immediately, to fill a vacancy. He will serve until the next annual meeting of stockholders and until a successor is elected and qualified.
Mr. Sawyer, age 54, is a 33-year veteran of the alternative investment industry and General Manager of Access Alternative Group S.A. Over his career, he and firms where he was a principal have raised more than $5 billion in alternative assets and deployed more than US$300 million in early and growth-stage investments.
He has no family relationships with the company’s directors or executive officers, is not involved in related-party transactions requiring disclosure, and has not entered into any agreement with the company regarding his appointment. He currently holds executive and board roles at several other public companies.