Kairos Pharma Files S-1/A Amendment for IPO

TL;DR

Kairos Pharma amended its S-1 for IPO. Looks like they're still going public.

AI Summary

Kairos Pharma, Ltd. filed an S-1/A amendment on August 16, 2024, for its initial public offering under registration number 333-274805. The company, incorporated in Delaware with its principal executive offices in Los Angeles, CA, is in the pharmaceutical preparations industry. This filing is an amendment to their existing registration statement.

Why It Matters

This S-1/A filing indicates that Kairos Pharma is continuing its process towards becoming a publicly traded company, which could lead to increased investment and development in its pharmaceutical products.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it pertains to an initial public offering, which inherently carries risks associated with new market entrants and the volatility of the pharmaceutical sector.

Key Numbers

• 333-274805 — SEC File Number (Identifies the registration statement with the SEC.)
• 2834 — SIC Code (Indicates the company operates in the Pharmaceutical Preparations industry.)

Key Players & Entities

• Kairos Pharma, LTD. (company) — Registrant
• 333-274805 (dollar_amount) — SEC File Number
• August 16, 2024 (date) — Filing Date
• John S. Yu, M.D. (person) — Chief Executive Officer
• 2355 Westwood Blvd., #139 Los Angeles CA 90064 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $4.00 — e initial public offering price will be $4.00 per share. Prior to this offering, th
• $499,100 — s and commissions payable by us will be $499,100, and the total proceeds to us, before e
• $6,630,900 — roceeds to us, before expenses, will be $6,630,900. Delivery of the shares is expected t
• $450,000 — June and September 2022, we completed a $450,000 convertible note offering and a $225,00
• $225,000 — 450,000 convertible note offering and a $225,000 convertible note offering, respectively
• $86,893 — er 2022 private placements and received $86,893 and $19,315 cash compensation, respecti
• $19,315 — ate placements and received $86,893 and $19,315 cash compensation, respectively, and fi
• $3.2 million — Sinai Professor of Medicine, a grant of $3.2 million to support the development of the mecha

Filing Documents

• forms-1a.htm (S-1/A) — 2587KB
• ex10-37.htm (EX-10.37) — 199KB
• ex10-38.htm (EX-10.38) — 16KB
• ex10-39.htm (EX-10.39) — 16KB
• ex10-40.htm (EX-10.40) — 15KB
• ex23-1.htm (EX-23.1) — 4KB
• logo_003.jpg (GRAPHIC) — 5KB
• chart_002.jpg (GRAPHIC) — 216KB
• chart_022.jpg (GRAPHIC) — 267KB
• logo_001.jpg (GRAPHIC) — 3KB
• image_001.jpg (GRAPHIC) — 1KB
• image_002.jpg (GRAPHIC) — 1KB
• 0001493152-24-032896.txt ( ) — 3516KB

Underwriting

Underwriting discounts and commissions(1) $ 0.28 $ 434,000 Proceeds to us, before expenses $ 3.72 $ 5,766,000 (1) We have agreed to pay the underwriters a cash fee equal to 7.0% of the aggregate gross proceeds from the sale of the common stock. The underwriters will also be entitled to warrants to purchase up to 7.0% of the aggregate number of shares of our common stock sold in this offering and a 1% non-accountable expense allowance, which amount is not included above. We have also agreed to reimburse the underwriters for certain expenses incurred by them. See “Underwriting” beginning on page 130 of this prospectus for more information about the compensation payable to the underwriters. We have granted the underwriters an option for a period of 45 days to purchase up to an additional 232,500 shares of common stock from us at the initial public offering price less underwriting discounts and commissions to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $499,100, and the total proceeds to us, before expenses, will be $6,630,900. Delivery of the shares is expected to be made on or about , 2024. Boustead Securities, LLC EF Hutton LLC Prospectus dated , 2024 TABLE OF CONTENTS Page About This Prospectus i Prospectus Summary 1 Risk Factors 10 Special Note Regarding Forward-looking Statements 69

Use of Proceeds

Use of Proceeds 70 Dividend Policy 71 Capitalization 72

Dilution

Dilution 73 Management’s Discussion and Analysis of Financial Condition and Results of Operations 75

Business

Business 81 Management 111

Executive Compensation

Executive Compensation 116 Certain Relationships and Related Person Transactions 119 Principal Stockholders 120

Description of Capital Stock

Description of Capital Stock 121 Shares Eligible for Future Sale 125 Certain Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Common Stock 127

Underwriting

Underwriting 130 Legal Matters 134 Experts 134 Where You Can Find Additional Information 134 Index to Financial Statements F-1 ABOUT THIS PROSPECTUS Neither we nor the underwriters have authorized anyone to provide you any information or make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, results of operations, and prospects may have changed since that date. For investors outside of the United States: we have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States. i PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should carefully read this entire prospectus, includin

View Full Filing

View this S-1/A filing on SEC EDGAR