Joseph Sinkule
About Joseph Sinkule
Dr. Joseph A. Sinkule is the Chief Executive Officer and Chairman of Klotho Neurosciences (KLTO) and has served in these dual roles since at least 2024–2025, signing the company’s SEC filings and S‑8 as CEO and Chairman . He entered a three‑year CEO employment agreement on October 24, 2024, establishing a $360,000 base salary and an initial grant of 1,000,000 stock options (immediately vested; 3‑year term; strike price equal to the Oct 24, 2024 close), and is eligible for the annual executive bonus program . Under his tenure, KLTO secured FDA Orphan Drug Designation for KLTO‑202 (ALS), regained Nasdaq compliance, and entered a manufacturing/development agreement with AAVnerGene (with upfront/royalty economics) .
Financially, KLTO is pre‑revenue and loss‑making; cash rose materially in 2025 with equity/financing activity, while operating losses persisted. The company reported no operating revenue and net losses for the periods disclosed . See snapshot below.
| Metric | Dec 31, 2024 | Sep 30, 2025 |
|---|---|---|
| Cash and Cash Equivalents | $63,741 | $7,348,034 |
| Total Assets | $2,457,365 | $10,073,144 |
| Total Liabilities | $1,272,020 | $145,891 |
| Stockholders’ Equity | $1,185,345 | $9,927,253 |
| Common Shares Outstanding | 27,080,915 | 70,334,792 |
| Revenues (3M/9M) | $0 | $0 |
| Net Loss (3M/9M) | $(2,959,426) / $(4,083,109) | $(2,895,585) / $(9,222,798) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Klotho Neurosciences (KLTO) | CEO; Chairman | 2024–present | Led refocus to neuro/aging gene therapy; obtained FDA ODD for KLTO‑202; resecured Nasdaq compliance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in available filings | — | — | — |
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | $360,000 per year (per CEO Employment Agreement dated Oct 24, 2024) . |
| Employment Term | 3 years from Oct 24, 2024 . |
| Benefits | Eligible to participate in annual executive bonus program (target/metrics not disclosed) . |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus (CEO) | Not disclosed | Not disclosed | Not disclosed | N/A (eligibility only) |
| Performance Equity (PSUs/RSUs) | Plan permits performance awards; no CEO grants disclosed | — | — | Per award agreements (none disclosed for CEO) |
Notes
- KLTO’s equity plan supports RSUs, performance shares/units, SARs, and cash performance awards, with Committee discretion over Performance Factors and vesting; however, no specific CEO performance award terms were disclosed in reviewed filings .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 5,909,520 shares (includes 1,000,000 options) = 20.4% of common stock (based on 28,011,351 shares outstanding as of Mar 26, 2025) . |
| Vested vs Unvested | Option grant (1,000,000) vested immediately on grant; broader breakdown of vested/unvested RSUs/options not disclosed . |
| Options – CEO | 1,000,000 options; immediately vested; 3‑year term; exercise price = closing price on Oct 24, 2024 . |
| Shares Outstanding (ref date) | 28,011,351 as of Mar 26, 2025 (beneficial ownership table basis) . |
| Pledging/Hedging | Company states “to our knowledge, there is no arrangement, including any pledge… the operation of which may at a subsequent date result in a change in control of the Company” . Insider Trading Policy exists by reference (policy content not included) . |
| Ownership Guidelines | Not disclosed. |
| Potential Selling Overhang | S‑8 reoffer prospectus covers 408,691 shares by affiliates (general affiliate liquidity); not specific to CEO . |
Employment Terms
| Term | Detail |
|---|---|
| Start/Agreement Date | Employment Agreement Oct 24, 2024; CEO appointment . |
| Length/Auto‑Renewal | 3‑year term; auto‑renewal not disclosed . |
| Base Salary | $360,000 . |
| Initial Equity | 1,000,000 options; immediately vested; 3‑year term; strike price = Oct 24, 2024 close . |
| Bonus | Eligible for annual executive bonus program (targets/metrics not disclosed) . |
| Severance/CIC | Not disclosed in reviewed filings. |
| Non‑Compete/Non‑Solicit | Not disclosed. |
| Clawback | Clawback policy referenced in exhibits (Exhibit 97.1 incorporated by reference) . |
Board Governance and Director Service
| Attribute | Detail |
|---|---|
| Board Role | CEO and Chairman (dual role) . |
| Independence | As an executive, Sinkule is non‑independent. Company states at least a majority of the Board is independent per listing rules; audit committee includes a financial expert . |
| Committees | Committee memberships for Sinkule not disclosed in reviewed documents. |
| Meeting Attendance | Not disclosed. |
| Director Compensation | Plan permits awards to non‑employee directors; annual cash/equity retainers not disclosed. The plan caps combined director cash + awards at $500,000 ($750,000 in first year) . |
Dual‑role implications
- Combining CEO and Chairman roles centralizes authority, raising typical governance concerns regarding board independence and oversight; KLTO discloses a majority‑independent board and an audit committee financial expert, which are mitigating factors .
Track Record, Strategy, and Execution
- Regulatory milestone: FDA granted Orphan Drug Designation (ODD) for KLTO‑202 (ALS), conferring incentives and potential market exclusivity upon approval .
- Nasdaq listing: Regained compliance with minimum bid price and equity thresholds; continued listing maintained (monitoring for one year) .
- Manufacturing and platform leverage: Entered binding letter agreement with AAVnerGene to initiate KLTO‑202 manufacturing and development, with $250,000 initial fees, staged milestone payments, and a 2% royalty on net sales of AAVone‑based products .
- Corporate development: LOI to acquire select assets from Turn Biotechnologies (ERA platform and eTurna RNA delivery), with a potential partner agreement worth up to $300 million referenced in press materials (subject to due diligence and definitive agreements) .
Compensation Structure Analysis
- Cash vs equity mix: The CEO package blends fixed cash ($360k) with a sizable, immediately vested option grant (1,000,000), which creates alignment through upside, though immediate vesting reduces long‑term retention “stickiness” versus multi‑year vesting .
- Performance linkage: Annual bonus eligibility exists, but no disclosed bonus targets/metrics (e.g., revenue, EBITDA, TSR, clinical milestones). Equity plan allows performance awards, yet no CEO‑specific performance equity terms were disclosed .
- Clawback: Policy is on file by reference (details not provided in reviewed documents) .
Risk Indicators and Red Flags
- Pre‑revenue status: No operating revenue; ongoing net losses; reliance on external financing .
- Option vesting structure: Immediate vesting of a large CEO option grant reduces long‑dated retention leverage .
- Capital markets: S‑8 reoffer for affiliate shares could introduce incremental selling liquidity (not CEO‑specific) .
- Governance concentration: Dual CEO/Chairman role requires robust independent oversight; company indicates majority independence and audit expertise .
Say‑on‑Pay and Shareholder Feedback
- Not disclosed in reviewed filings.
Compensation Peer Group and Targeting
- Not disclosed in reviewed filings.
Director Compensation (Non‑Employee)
| Element | Plan Provision |
|---|---|
| Cash/Equity Mix | Non‑employee directors may elect cash or awards (or combination) for retainers/meetings . |
| Annual Cap | Max $500,000 per year (cash + awards), $750,000 in first year . |
| Vesting/Exercise | Board‑determined per award agreements . |
Investment Implications
- Alignment: Sinkule’s 20.4% beneficial stake (including 1,000,000 options) creates strong equity alignment with shareholders .
- Retention vs. incentives: The immediate‑vest option grant front‑loads equity incentives, potentially diminishing multi‑year retention leverage absent additional, performance‑conditioned awards .
- Execution catalysts: Regulatory progress (ODD for KLTO‑202), manufacturing readiness via AAVnerGene, and potential platform expansion (Turn Bio LOI) are meaningful strategic drivers; however, clinical, regulatory, and financing risks remain elevated given pre‑revenue status and persistent losses .
- Governance: Dual CEO/Chairman role heightens the need to monitor board independence and compensation discipline; KLTO discloses majority‑independent board and audit expertise, a partial mitigant .
Key disclosures used: CEO employment terms and equity (10‑Q), beneficial ownership (DEF 14A), governance structure and independence (S‑3/S‑8), clawback and insider trading policy references (10‑Q exhibits), ODD, Nasdaq compliance, and AAVnerGene economics (8‑Ks/press).