of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in

Entry into a Material Definitive Agreement. On July 16, 2026, Kairos Pharma, Ltd. (the “Company”) entered into an Agreement for the Support of Investigator / Institution Initiated Research (the “IIR Agreement”) co-developed with Bayer HealthCare Pharmaceuticals Inc. (“Bayer”), pursuant to which Bayer will provide the Company with radium for use in the Company’s study into the therapeutic activity in models of prostate cancer bone metastasis of radium with ENV-105 (carotuximab) (the “Study”).…

Other Events. On March 2, 2026, the Company issued a press release announcing that the Company entered into the binding Term Sheet with Celyn for the acquisition of CL-273. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this Item 8.01, including Exhibits 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwis…

Entry into a Material Definitive Agreement. Binding Term Sheet On March 2, 2026, Kairos Pharma, Ltd., a Delaware corporation (the “Company”) entered into a binding term sheet with Celyn Therapeutics, Inc., a privately held biotechnology company (“Celyn”), regarding a proposed asset acquisition of CL-273 (the “Asset Acquisition”), an investigational, reversible, wild type sparing pan EGFR small molecule inhibitor being developed by Eilean Therapeutics for EGFR mutant non small cell lung cancer…

Other Events. On February 26, 2026, Kairos Pharma, Ltd., a Delaware corporation (the “Company”), issued a press release announcing that the Company entered into a letter of intent with Celyn Therapeutics, Inc., a privately held biotechnology company (“Celyn”), for the acquisition of certain of Celyn’s proprietary cancer-targeting small-molecule drugs. Under the term sheet, the Company will have the right acquire worldwide rights to two clinical-stage oncology assets targeting non-small cell l…

The filing describes equity grants and cash bonuses to executive officers and directors, which is a routine compensation matter.

Material Agreements. On October 1, 2025, the board of directors (the “Board”) of Kairos Pharma, Ltd., a Delaware Corporation (“Kairos” or the “Company”), approved the entry of Kairos and its wholly-owned subsidiary, Enviro Therapeutics, Inc. (“Enviro”), into a novation agreement (the “Cedars Novation Agreement”) with Cedars-Sinai Medical Center (“Cedars”). The Cedars Novation Agreement was entered into on October 1, 2025, but effective as of April 17, 2025 and was entered into in order to tra…

Entry into a Material Definitive Agreement. On June 10, 2025, Kairos Pharma, Ltd., a Delaware corporation (the “Company”), entered into a services agreement (the “Services Agreement”) with Barretto Pacific Corporation (“BPC”) pursuant to which BPC agreed to provide certain services, including, disseminating public information about the Company, its business and affairs, communicating on an ongoing basis with members of the brokerage and investment community in the U.S., identifying investor c…

Changes in Registrant’s Certifying Accountant. On April 23, 2025, the audit committee of Kairos Pharma, Ltd. (the “Company”) selected Weinberg and Company, P.A. (“Weinberg”) to serve as the Company’s independent registered public accounting firm for the review of its Quarterly Reports on Form 10-Q and Annual Report on Form 10-K for the fiscal year ending December 31, 2025. As a result, the audit committee dismissed Marcum LLP (“Marcum”) and Marcum would no longer serve as the Company’s indepe…

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”)…

The Units, Common Shares, the Pre-Funded Warrants, the Common Warrants and Warrant Shares, are being sold and/or issued without registration under the Securities Act in reliance on the exemption provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and/or Rule 506(b) of Regulation D promulgated thereunder as well as available exemptions under applicable state securities laws.

Director — Dr. Rosemary Mazanet: Dr. Rosemary Mazanet resigned due to personal reasons, and Dr. Rahul Singhvi was appointed as a new director.

Regulation FD Disclosure On November 19, 2024, Kairos Pharma Ltd., a Delaware corporation (the “Company”), issued a press release announcing the Company’s approval to dual list its shares on Upstream, a MERJ Exchange market and global securities trading app (the “Upstream”). Trading will be available on Upstream November 26, 2024 at 10:00 a.m. ET under the ticker symbol “KAPA.” The dual listing on Upstream is designed to provide the Company the opportunity to access a global investor base out…

Other Information. On October 9, 2024, Kairos Pharma Ltd., a Delaware corporation (the “Company”), issued a press release announcing that the Company’s Chief Executive Officer, Dr. John S. Yu, M.D., will participate in a fireside chat at the 2024 Maxim Healthcare Virtual Summit (the “2024 Maxim Healthcare Virtual Summit”) where he will be speaking with Jason McCarthy, Ph.D., Senior Managing Director, Head of Biotechnology Research at Maxim Group. The 2024 Maxim Healthcare Virtual Summit is be…

Entry into a Material Definitive Agreement. On October 1, 2024, Kairos Pharma, Ltd., a Delaware corporation (the “Company”), entered into a consulting agreement (the “Consulting Agreement”) with Cross Current Capital LLC, a limited liability company organized under the laws of Puerto Rico (“Cross Current”), and Alan Masley (the “Advisor”), pursuant to which Cross Current agreed to provide certain financial and business consulting services to the Company including, but not limited, to (a) help…

Entry into a Material Definitive Agreement. On September 23, 2024, Kairos Pharma, Ltd., a Delaware corporation (the “Company”), entered into an advisory and consulting services agreement (the “CEO.CA Agreement”) with CEO.CA Technologies Ltd., a Canadian company (“CEO.CA”), pursuant to which CEO.CA will provide certain internet-based financial information and communications services for a period of one year for a services fee of $250,000. The CEO.CA Agreement includes such services as strategi…

Entry into a Material Definitive Agreement. On September 20, 2024, Kairos Pharma, Ltd., a Delaware corporation (the “Company”), entered into a bioassay services agreement (the “Bioassay Services Agreement”) with PreCheck Health Services, Inc., a Florida-based corporation (“PreCheck”). Pursuant to the Bioassay Services Agreement, PreCheck will provide certain biomarker screening services for the Company’s ongoing carotuximab (ENV105) clinical trials in order to assist the Company in identifyin…

Entry into a Material Definitive Agreement. On September 16, 2024, Kairos Pharma, Ltd., a Delaware corporation (the “Company”), priced the initial public offering (“IPO”) of its common stock, $0.001 par value per share (the “Common Stock”), at an offering price of $4.00 per share (the “IPO Price”), pursuant to the Company’s registration statement on Form S-1 (File No. 333-274805), as amended (the “Registration Statement”). On September 16, 2024, in connection with the pricing of the IPO, the…