Kairos Pharma Files 8-K on Agreements and Equity Sales

TL;DR

Kairos Pharma (KAI) filed an 8-K: material agreement, equity sales, and financials. Watch for updates.

AI Summary

On January 14, 2025, Kairos Pharma, Ltd. filed an 8-K report detailing a material definitive agreement, unregistered sales of equity securities, and financial statements. The company, incorporated in Delaware with its principal executive offices in Los Angeles, CA, operates in the Pharmaceutical Preparations sector.

Why It Matters

This filing provides crucial updates on Kairos Pharma's material agreements and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and regulatory risks.

Key Numbers

• 001-42275 — SEC File Number (Identifies the company's filing history with the SEC.)
• 46-2993314 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Kairos Pharma, Ltd. (company) — Registrant
• January 14, 2025 (date) — Date of earliest event reported
• 2355 Westwood Blvd. , #139 Los Angeles CA 90064 (address) — Principal executive offices
• 2834 (industry_code) — Standard Industrial Classification for Pharmaceutical Preparations

FAQ

Key Financial Figures

• $0 — ch registered Common Stock, par value $0.001, per share KAPA NYSE American
• $3.5 million — ities Act"), for the purpose of raising $3.5 million in aggregate gross proceeds for the Com
• $0.001 — ting of (i) one Common Stock, par value $0.001 per share (a "Common Share") and (ii) o
• $1.40 — purchase price for each Common Unit was $1.40 per Common Unit, and the purchase price
• $1.399 — hase price for each Pre-Funded Unit was $1.399 per Pre-Funded Unit. The Pre-Funded War

Filing Documents

• form8-k.htm (8-K) — 49KB
• ex4-1.htm (EX-4.1) — 122KB
• ex4-2.htm (EX-4.2) — 121KB
• ex10-1.htm (EX-10.1) — 268KB
• ex10-2.htm (EX-10.2) — 185KB
• ex10-3.htm (EX-10.3) — 36KB
• 0001493152-25-002048.txt ( ) — 1106KB
• kapa-20250114.xsd (EX-101.SCH) — 3KB
• kapa-20250114_lab.xml (EX-101.LAB) — 33KB
• kapa-20250114_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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 14, 2025 Kairos Pharma, Ltd. (Exact name of registrant as specified in its charter) Delaware 001-42275 46-2993314 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 2355 Westwood Blvd. , #139 Los Angeles CA 90064 (Address of principal executive offices) (Zip Code) (310) 948-2356 Registrant's telephone number, including area code N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol (s) Name of each exchange on which registered Common Stock, par value $0.001, per share KAPA NYSE American Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. On January 14, 2025, Kairos Pharma, Ltd. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with selected investors that qualify as "accredited investors" (the "PIPE Investors"), as defined in Rule 501(a) of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Securities Act"), for the purpose of raising $3.5 million in aggregate gross proceeds for the Company (the "Offering") before deducting placement agent fees and other expenses payable by the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell to the PIPE Investors in the Offering, an aggregate of (x) 2,500,000 common units (the "Common Units"), each consisting of (i) one Common Stock, par value $0.001 per share (a "Common Share") and (ii) one purchase warrant to purchase one and half Common Share (the "Common Warrants"), and (y) [*] pre-funded units (the "Pre-Funded Units" and together with the Common Units, the "Units"), each consisting of (i) one Pre-Funded Warrant to purchase one Common Share (each, a "Pre-Funded Warrant," collectively, the "Pre-Funded Warrants," and the Common Shares issuable upon exercise of the Pre-Funded Warrants and Common Warrants, the "Warrant Shares"), and (ii) one and half Common Share purchase warrant to purchase one and half Common Share. The purchase price for each Common Unit was $1.40 per Common Unit, and the purchase price for each Pre-Funded Unit was $1.399 per Pre-Funded Unit. The Pre-Funded Warrants have an exercise price of $0.001 per Warrant Share, are immediately exercisable and will expire when exercised in full. The Common Warrants have an exercise price of $1.40 per Common Share, will be exercisable six months from issuance and will expire five and a half years from the issuance date. The holder of the Common Warrants and the Pre-Funded Warrants (together with its affiliates) may not exercise any portion of the Common Warrants or Pre-Funded Warrants to the extent that the holder would own more than 4.99% (or 9.99%, at the election of the holder) of the outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days' prior notice from the holder to the Company, the holder may increase the amount of beneficial ownership of outstanding shares after exercising the holder's Common Warrants or Pre-Funded Warrants up to 9.99% of the number of the Company's shares of Common Stock outstanding immediately after giving effect to the exercise. The final closing of the sales of the Units pursuant to the Purchase Agreement is expected to occur on or about January 15, 2025 (the " Closing Date "). The aggregate gross proceeds to the Company from the Offering are expected to be $3.5 million before deducting placement agent fees and other offering expenses and assuming no Common Warrants are exercised. The Company engaged D. Boral Capital LLC and Bo

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View this 8-K filing on SEC EDGAR