What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-04-15 · 626 added, 61 removed, 243 unchanged (74% of the section changed)

25 unchanged sentences

in a control system, misstatements due to error or fraud may occur and not be detected.

Management’s Annual Report on Internal

Control over Financial Reporting

Annual Report on Internal Control over Financial Reporting

of December 31, 2025, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls

5 unchanged sentences

areas to be material weaknesses:

to our size and stage of development, segregation of all conflicting duties is not always

possible or economically feasible.

During the year, we lacked sufficient review procedures

and segregation of duties such that proper review had not been performed by someone other

than the preparer, including manual journal entries, and that process documentation is lacking

for review and monitoring controls over the financial statements closing process.

to our size and stage of development, segregation of all conflicting duties is not always possible or economically feasible.

the year, we lacked sufficient review procedures and segregation of duties such that proper review had not been performed by someone

other than the preparer, including manual journal entries, and that process documentation is lacking for review and monitoring controls

over the financial statements closing process.

have been no changes in the Company’s internal control over financial reporting during the three months ended December 31, 2025

5 unchanged sentences

our internal control over financial reporting.

However, the Company will continue to monitor and work to address the underlying causes of material weaknesses and

control deficiencies.

Such material weaknesses and control deficiencies will not be fully remediated until the Company has concluded that

its internal controls are operating effectively for a sufficient period of time.

However, the Company will continue to monitor and work to address the underlying causes

of material weaknesses and control deficiencies.

Such material weaknesses and control deficiencies will not be fully remediated until

the Company has concluded that its internal controls are operating effectively for a sufficient period of time.

OTHER INFORMATION

the fiscal year ended December 31, 2024, none of our directors or officers adopted or terminated a “Rule 10-b5-1 trading arrangement”

or “non-Rule 10-b5-1 trading arrangement” as each term is identified in Item 408 of Regulation S-K.

December 16, 2025 , John S.

Yu , the Company’s Chief Executive Officer and Chairman of the Board of Directors , adopted a Rule 10b5-1

trading plan.

Yu’s Rule 10b5-1 trading plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and

provides for the potential sale of up to 3,500,000 shares of the Company’s common stock at specified limit prices ranging from

$2.50 to $8.00 per share from March 16, 2026 to December 31, 2026 .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

will file a definitive proxy statement for our 2025 Annual Meeting of Stockholders, or the Proxy Statement, with the SEC, pursuant to

Regulation 14A, no later than 120 days after the end of our fiscal year.

Accordingly, certain information required by Part III has been

omitted under General Instruction G(3) to Form 10-K.

Only those sections of the Proxy Statement that specifically address the items set

forth herein are incorporated by reference.

10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

incorporate by reference in this Item 10 the information required by this item from our 2025 Proxy Statement.

have adopted codes of ethics that apply to all directors, officers, employees and consultants, including our principal executive officer,

principal financial officer or person performing similar functions.

We intend to satisfy the disclosure requirement under Item 5.05 of

Form 8-K regarding an amendment to, or a waiver from, a provision of our code of ethics by posting such information on our website at

the address and location set forth above.

Officers and Directors

forth in the table below are the name, age, title of each executive officer and director, followed by a detailed description of their

business experience and qualifications.

Executive Officer and Chairman of the Board

Bhowmick, Ph.D.

Scientific Officer

President of Research and Development

Financial Officer

Michael Keyoung, M.D., Ph.D.

Singhvi, Sc.D., MBA

Yu, M.D., CEO and Chairman of the Board of Directors

Yu, our co-founder, Chairman and Chief Executive Officer, is a medical clinician and investigator.

Since 2019, Dr.

Yu has also served

as the Chief Financial Officer and a director of our wholly owned subsidiary, Enviro.

Yu is committed to advancing Kairos’s

pipeline to tackle the most unmet needs in cancer:

resistance to cancer therapeutics and the suppressed immune response in cancer.

the Professor of Neurosurgery and Director of Surgical Neuro-Oncology at Cedars-Sinai Medical Center, where he has worked since January

1998 until present, he has dedicated his medical career to the development of immunotherapy for cancer and glioblastoma.

co-inventor of the GITR and activated T cell technology.

Yu earned his bachelor’s degree from Stanford University in 1985 and

spent a year at the Sorbonne in Paris studying French literature while completing a fellowship in immunology at the Institut Pasteur

in Paris, and earned his medical degree from Harvard Medical School in 1990 and a master’s degree from the Harvard University Department

of Genetics in 1990, before pursuing a neurosurgical residency at Massachusetts General Hospital in Boston.

His portfolio has included

26 research grants, 10 patents, seven FDA-approved investigational drugs and 17 IRB approved clinical trials.

We believe Dr.

his substantial experience in cancer research as both a clinician and investigator, is qualified to serve on our board of directors.

Bhowmick, Ph.D., Chief Scientific Officer

Bhowmick, our Chief Scientific Officer, has more than 20 years of broad biochemistry experience filing and prosecuting patents in therapeutics

and devices, published in peer-reviewed journals (110 publications) leading foundational and pre-clinical cancer studies, obtaining regulatory

approvals, and conducting clinical trials.

Bhowmick discovered the role of fibroblasts in cancer therapy resistance and has used

this finding to extend the time of cancer remission in multiple cancer types in preclinical and clinical examples as a founder and CEO

of Enviro Therapeutics Inc.

He trained at Vanderbilt University and is the Professor of Medicine at Cedars-Sinai Medical Center and Director

of the Cancer Biology Program at Cedars-Sinai Cancer.

He is on the Editorial Board of four scientific journals and charter member of

a NIH grant study section.

Bhowmick was a Consultant at Celgene (currently Bristol Myers Squibb, a New York Stock Exchange-listed

company) in 2009, Xencor Inc., a Nasdaq-listed company, from 2019 to 2020 and at Tracon, a Nasdaq-listed company, from 2014 to 2019.

He currently serves on the Scientific Advisory Board of FibroBiologics.

Bhowmick has received NCI/NIH funding for over 15 years,

has been cited over 15,000 times, and holds six patents for biomarker detection platforms and stromal targeted therapeutics (inclusive

of ENV 105 and ENV 205 ).

Murali, Ph.D., Vice President of Research and Development

Murali, our Vice President of Research and Development, is an established structural biologist with expertise in macromolecular crystallography,

computational biology, drug discovery, immunology, and cancer biology.

Using these skills, Dr.

Murali advanced a unique technology for

creating small peptidomimetics and small molecule drugs that target protein-protein/DNA interactions for diagnostic and therapeutic applications

in areas like cancer biology, immunotherapy, and autoimmune pathologies.

Murali co-founded three biotech startup companies, including

Xcyte Therapeutics, a cancer immunotherapy company founded in Seattle, WA in 1996, Ception Therapeutics, Inc, an immunotherapeutic pharmaceutical

company founded in Philadelphia, PA in 2003 and Nidus, CA, a immunotherapeutic company founded in Los Angeles, CA in 2005.

accomplishments also include developing small molecule agonist/antagonists for numerous cell surface receptor complexes, including members

of the TNFR super family.

Recently, he targeted various transcription factors, such as Onecut-2, for cancer therapy.

Murali has over

10 years of experience in collaborating with several biotech companies and is a co-inventor of more than 10 patents.

Murali obtained

his doctoral degree in Biophysics from the University of Madras, one of the pioneering institutes for structural biology in India.

graduation, he completed his post-doctoral training at Columbia University and the Wistar Institute (Philadelphia, PA).

Later, he joined

the University of Pennsylvania as a faculty member and rose to the position of Associate Professor.

He is currently a Professor in the

Department of Biomedical Sciences, Research Division of Immunology at Cedars-Sinai Medical Center (Los Angeles, CA).

Samuelson, Chief Financial Officer

Samuelson has served as our external Chief Financial Officer since 2019.

Samuelson is a finance and accounting professional with

over 25 years of experience.

From 2016 to 2022, Mr.

Samuelson served as the Chief Financial Officer of Wellness Center USA, Inc.

From 2016 to March 2020, Mr.

Samuelson served as the Director of Accounting of Second Sight Medical Products, Inc., and in this

position, managed all accounting functions, including all general ledger close functions, tax reporting, external audit responsibilities,

banking and technical accounting issues.

From 2018 to 2019, Mr.

Samuelson served as the Chief Financial Officer of AdvaVet, Inc., in

Los Angeles, California, the U.S.

subsidiary of Swedish pharmaceutical company, Oasmia Pharmaceutical AB (NASDAQ:

Samuelson was the Chief Financial Officer of Solis Tek, Inc.

GNAL), where he handled all financial reporting with the

Samuelson obtained a Bachelor of Science in Accounting from University of Utah, College of Business, and obtained a Master of

Science in Computer Science from California State University, Northridge, School of Engineering.

He is also a Certified Public Accountant

in the State of California.

Bae, M.D., Independent Director

Bae has served on our board of directors as an independent director since September 9, 2020.

Bae is an orthopaedic surgeon

in private practice in Santa Monica, California, and has been appointed Professor in Orthopaedic Surgery at Cedars-Sinai Medical Center,

the Director of Cedars’ Education and Fellowship program, and a clinical partner of the Orthopaedic Stem Cell and Tissue Engineering

Since 2010, Dr.

Bae has served as the Chief Medical Officer and a director of Prosidyan, a company that develops proprietary

fiber-based bioactive glass products.

Bae has served as a Scientific Advisory Board Member of Mesoblast since 2008, Engage Surgical

since 2018, and Spine Biopharma since 2019.

He also served as a Scientific Advisory Board Member of Tissuegene from 2008 to 2015.

Bae is a 20-year veteran of the drug development industry and is a renowned researcher and inventor.

He was principal investigator for

four FDA-approved randomized clinical trials and has completed 30 clinical studies throughout his career.

Bae also has authored 60

published scientific papers, written five review articles and holds 30 patents.

Bae obtained a Biomechanics degree from Columbia

University and a Doctor of Medicine degree, cum laude, from Yale University and is a former NIH Howard Hughes Research Fellow in Bethesda,

We believe that Dr.

Bae is qualified to serve on our board of directors because of his industry and technical experience, including

his operational experience in drug discovery and development, and service on multiple company boards.

Michael Keyoung, M.D., Ph.D., Independent Director

Hansoo Michael Keyoung has served on our board of directors as an independent director since our IPO in September 2024.

For over 20 years,

Keyoung has led a successful career as a physician, healthcare executive, and investor in the United States, Europe and Asia.

Keyoung has served as the head of North America for CBC Group, a healthcare-dedicated private equity firm with over $4 billion

in assets under management.

He has served as Board Chair of AffaMed Therapeutics since 2019, a director of Graybug Vision, a Nasdaq-listed

company, since 2019, and a director of InxMed since 2019.

From 2015 to 2017, Dr.

Keyoung also served as the Chief Executive Officer of

Genexine, a KOSDAQ-listed biotech company with a $1 billion plus market cap focused on developing innovative biologic drugs for cancer

and rare diseases.

During his tenure as Chief Executive Officer of Genexine, he successfully helped lead clinical development in Europe

and Asia, raised $100 million in equity, and set up partnerships with Merck, Fosun Pharma, Tasly Pharma, and Kalbe Pharma.

to 2015, he also served as President of Catalyst Biosciences, a Nasdaq-listed company and a clinical-stage hemophilia and ophthalmology

company that partnered with Pfizer, MedImmune, and Isu Abxis.

Additionally, he has experience advising Eli Lilly, Bausch & Lomb,

and Samsung Electronics/Biologics on Asian expansion, global drug development and commercial partnership strategies.

a Doctor of Medicine degree and a Doctor of Philosophy degree in neuroscience and neurology from Cornell University Weill Medical College

and Memorial Sloan Kettering.

He was also a Biomedical Fellow at Rockefeller University and Memorial Sloan Kettering.

We believe that

Keyoung is qualified to serve on our board of directors because of his extensive experience serving in management and on boards of

directors of public company, his experience in private equity investing in healthcare companies, and his extensive advisory work to industry-leading

healthcare companies.

Singhvi, Sc.D., MBA, Independent Director

Rahul Singhvi has served on our board of directors as an independent director since December 10, 2024.

Singhvi is a global leader

in the Life Sciences industry and is cofounder of the US based biomanufacturing company, Resilience (National Resilience, Inc.).

to cofounding Resilience in 2020, from October 2019 to July 2020, Dr.

Singhvi was an Operating Partner at Flagship Pioneering, where

he founded and operated companies launched from Flagship’s innovation foundry, Flagship Venture Labs.

Before joining Flagship,

from September 2013 until October 2019, Rahul was the Chief Operating Officer at the Vaccine Business Unit of Takeda Pharmaceutical Co

TAK) where he led worldwide vaccine manufacturing operations.

Before joining Takeda, from August 2005 to April 2011, Dr.

Singhvi was President and CEO of Novavax, Inc.

(Nasdaq:NVAX) where he led the company’s transformation into a global vaccine player.

Singhvi’s career began at Merck & Co in 1994, where he held several positions in R&D and manufacturing.

serves on the Board of Trustees of the Keck Graduate Institute, and on the Board of Directors for Codexis (Nasdaq:CDXS), and Garuda Therapeutics

Singhvi graduated as the top ranked chemical engineer from the Indian Institute of Technology, Kanpur, India and obtained

both his M.S.

degrees in chemical engineering from MIT.

He received an MBA from the Wharton School of the University of Pennsylvania,

where he graduated as a Palmer Scholar.

Because of Dr.

Signhvi’s experience and knowledge in the operation and leadership of early-stage

public healthcare companies, we believe he will be able to provide valuable insights and contributions to our Board.

Relationships

are no family relationships among our directors and executive officers.

of Our Board of Directors

business and affairs are organized under the direction of our board of directors, which consists of four members, each of whom are elected

to serve for one year terms to hold office until the next annual meeting of our stockholders and

until a successor is appointed and qualified, or until their removal, resignation, or death .

The primary responsibilities of our

board of directors are to provide oversight, strategic guidance, counselling, and direction to our management.

Our board of directors

meets on a regular basis and additionally as required.

board of directors has undertaken a review of the independence of each director.

Based on information provided by each director concerning

her or his background, employment and affiliations, including family relationships, our board of directors has determined that three

of our four directors, each of Drs.

Bae, Keyoung and Singhvi, are “independent” directors in accordance with the rules and

regulations of NYSE American.

in Certain Legal Proceedings

the best of our knowledge, none of our directors or executive officers has, during the past ten years:

convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor

any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business

association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years

prior to that time;

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction

or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in

any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be

associated with persons engaged in any such activity;

found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures

Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended,

the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently

reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged

violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions

or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,

civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity;

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29)

of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary

authority over its members or persons associated with a member.

Board of Directors’ Role in Risk Oversight

board of directors oversees that the assets of our Company are properly safeguarded, that the appropriate financial and other controls

are maintained, and that our business is conducted wisely and in compliance with applicable laws and regulations and proper governance.

Included in these responsibilities is the board of directors’ oversight of the various risks facing our company.

In this regard,

our board of directors seeks to understand and oversee critical business risks.

Our board of directors does not view risk in isolation.

Risks are considered in virtually every business decision and as part of our business strategy.

Our board of directors recognizes that

it is neither possible nor prudent to eliminate all risk.

Indeed, purposeful and appropriate risk-taking is essential for our company

to be competitive on a global basis and to achieve its objectives.

the board of directors oversees risk management, company management is charged with managing risk.

Management communicates routinely

with the board of directors and individual directors on the significant risks identified and how they are being managed.

Directors are

free to, and indeed often do, communicate directly with senior management.

board of directors administers its risk oversight function as a whole by making risk oversight a matter of collective consideration;

however, much of the work is delegated to committees, which will meet regularly and report back to the full board of directors.

established a standing audit committee, compensation committee and nominating and corporate governance committee of our board of directors.

The audit committee will oversee risks related to our financial statements, the financial reporting process, accounting and legal matters,

the compensation committee will evaluate the risks and rewards associated with our compensation philosophy and programs, and the nominating

and corporate governance committee will evaluate risk associated with management decisions and strategic direction.

of Our Board of Directors

board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee,

each of which is made up of independent directors.

The composition and responsibilities of each of the committees of our board of directors

are described below.

Members serve on these committees until their resignation or until otherwise determined by our board of directors.

Each committee has adopted a written charter that satisfies the application rules and regulation of the SEC and the NYSE American rules

and regulations, which have been posted to our website at https://kairospharma.com.

Our board of directors may establish other committees

as it deems necessary or appropriate from time to time.

audit committee consists of Dr.

Michael Keyoung, Dr.

Rahul Singhvi, each of whom our board of directors has determined

satisfies the independence requirements under the NYSE American rule and regulations and Rule 10A-3(b)(1) of the Exchange Act.

of our audit committee is Dr.

Michael Keyoung, whom our board of directors has determined is an “audit committee financial expert”

within the meaning of SEC regulations.

Each member of our audit committee can read and understand fundamental financial statements in

accordance with applicable requirements.

In arriving at these determinations, the board of directors has examined each audit committee

member’s scope of experience and the nature of their employment in the corporate finance sector.

primary purpose of the audit committee is to discharge the responsibilities of our board of directors with respect to our corporate accounting

and financial reporting processes, systems of internal control and financial-statement audits, and to oversee our independent registered

accounting firm.

Specific responsibilities of our audit committee include:

our board of directors oversee our corporate accounting and financial reporting processes;

the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered

public accounting firm to audit our financial statements;

the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the

independent accountants, our interim and year-end operating results;

procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

related person transactions;

and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality

control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable

or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting

compensation committee consists of Dr.

Keyoung and Dr.

The chair of our compensation committee is Dr.

board of directors has determined that each member of our compensation committee is independent under the NYSE American rules and regulations

and as a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

primary purpose of our compensation committee is to discharge the responsibilities of our board of directors in overseeing our compensation

policies, plans and programs, and to review and determine the compensation to be paid to our executive officers, directors and other

senior management, as appropriate.

Specific responsibilities of our compensation committee include:

and approving the compensation of our chief executive officer, other executive officers, and senior management;

and recommending to our board of directors the compensation paid to our directors;

and approving the compensation arrangements with our executive officers and other senior management;

administering

our equity incentive plans and other benefit programs;

adopting, amending, and terminating, incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans,

change-of-control protections, and any other compensatory arrangements for our executive officers and other senior management;

evaluating, and recommending to our board of directors’ succession plans for our executive officers;

and establishing general policies relating to compensation and benefits of our employees, including our overall compensation strategy,

including base salary, incentive compensation, and equity-based grants, to assure that it promotes stockholder interests and supports

our strategic and tactical objectives, and that it provides for appropriate rewards and incentives for our management and employees.

and Corporate Governance Committee

nominating and corporate governance committee consists of Dr.

The chair of our nominating and corporate

governance committee is Dr.

Our board of directors has determined that each member of the nominating and corporate governance

committee is independent under the NYSE American rules and regulations, a non-employee director, and free from any relationship that

would interfere with the exercise of his or her independent judgment.

responsibilities of our nominating and corporate governance committee include:

and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders,

to serve on our board of directors;

and making recommendations to our board of directors regarding the composition and chairmanship of the committees of our board of

plans or programs for the continuing education of our board of directors and orientation of new directors;

and making recommendations to our board of directors regarding corporate governance guidelines and matters;

periodic evaluations of the board of directors’ performance, including committees of the board of directors and management.

of record may also nominate director candidates for our annual meetings of stockholders by following the procedures set forth in our

of Business Conduct and Ethics

have adopted a written Code of Business Conduct and Ethics that applies to all our employees, officers, and directors.

This includes

our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar

The full text of our Code of Business Conduct and Ethics has been posted on our website at www.kairospharma.com.

to disclose on our website any future amendments of our Code of Business Conduct and Ethics or waivers that exempt any principal executive

officer, principal financial officer, principal accounting officer or controller, persons performing similar functions, or our directors

from provisions in the Code of Business Conduct and Ethics.

Information contained on, or accessible through, our website is not a part

of this prospectus, and the inclusion of our website address in this prospectus is only an inactive textual reference.

Trading Policy

have adopted an insider trading policy which prohibits our directors, officers and employees from engaging in transactions in our common

stock while in the possession of material non-public information;

engaging in transactions in the stock of other companies while in possession

of material non-public information that they become aware of in performing their duties;

and disclosing material non-public information

to unauthorized persons outside our company.

insider trading policy restricts trading by directors, officers and certain key employees during blackout periods, which generally begin

three weeks prior to the last day of each fiscal quarter and ending three business days following the date the Company’s financial

results are publicly disclosed and the Form 10-Q or the Form 10-K is filed.

Additional blackout periods may be imposed with or without

notice, as the circumstances require.

addition, directors, officers and employees are expressly prohibited from making certain transactions, including short-term trading,

short sales, options trading, trading on margin, and hedging, unless such transaction is specifically approved in advance by the administrator

of our insider trading policy.

we have not adopted a formal policy governing insider trading restrictions on the Company itself, as a matter of practice the Company

observes the same procedures and restrictions, including the potential existence of material non-public information, with respect to

transactions by the Company in its securities, including repurchases of common stock.

Committee Interlocks and Insider Participation

of the members of the compensation committee is currently, or has been at any time, one of our executive officers or employees.

of our executive officers currently serves, or has served during the last calendar year, as a member of the board of directors or compensation

committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Director Compensation

for non-employee directors is determined by the board of directors.

Each non-employee director receives an annual cash compensation of

$50,000, payable in quarterly instalments in arrears, plus an additional $10,000 cash compensation for the chair of the audit committee.

In addition, our policy provides that, upon initial election or appointment to our board of directors, each new non-employee director

will be granted a one-time grant, or Director Initial Grant, of $50,000 of RSUs, with the number of RSUs issued calculated as of the

grant date, which will vest in substantially equal annual instalments over a period of three years.

The Director Initial Grant is subject

to full acceleration of vesting upon the sale of our Company, in accordance with the terms of our 2023 Equity Incentive Plan.

directors receive no additional compensation for their service as a director.

reimburse our directors for all reasonable out-of-pocket expenses incurred for their attendance at meetings of our board of directors

or any committee thereof.

current non-employee directors earned the following compensation for their service during fiscal year ended December 31, 2025:

Incentive Plan

Compensation ($)

Michael Keyoung (1)

entered into director agreements with Dr.

Keyoung, effective September 16, 2024, the date of our initial listing on the

NYSE American.

entered into a director agreement with Dr.

Singhvi upon his appointment on December 10, 2024.

non-employee director received RSUs which vest annually in one-third increments over a period of three years.

certificate of incorporation contains provisions limiting the liability of directors, and our bylaws provide that we will indemnify each

of our directors and officers to the fullest extent permitted under Delaware law.

Our certificate of incorporation and bylaws will also

provide our board of directors with discretion to indemnify our employees and other agents when determined appropriate by the board of

In addition, we have entered into indemnification agreements with each of our directors and executive officers, which will

require us to indemnify them.

Section 16(a) Reports

16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file

reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings.

the Company’s knowledge, based solely on our review of the copies of such forms furnished to us and written representations by

our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act,

we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were met during the

year ended December 31, 2025, except for the following:

of Earliest Transaction

Hansoo Keyoung

11 - EXECUTIVE COMPENSATION

incorporate by reference in this Item 11 the information required by this item from our 2025 Proxy Statement.

named executive officers for the years ended December 31, 2025 and 2024 were Dr.

Bhowmick, Dr.

Murali and Mr.

Compensation Table

forth below is the summary compensation table for our named executive officers for the years ended December 31, 2024 and 2025.

currently a “emerging growth company” and a “smaller reporting company” as defined under SEC rules and, as a

result, we are required to include only two years of compensation disclosure, rather than three years, in this table.

and principal position

Incentive Plan Compensation ($)

Deferred Compensation Earnings

Other Compensation

Neil Bhowmick

Ramachandran Murali

Doug Samuelson

of our executive officers has entered into an employment agreement with us.

The executive officers will each receive compensation on

an annual basis in cash, payable in monthly installments commencing at the completion of our IPO, as well as an initial restricted stock

grant of RSUs.

As may be decided from time to time by our Compensation Committee, our executive officers may be entitled to various target

The terms of the employment agreements are as follows:

Agreement with John Yu, MD

September 27, 2023, we entered enter into an employment agreement with our Chief Executive Officer and Chairman of the Board, John Yu,

Yu’s employment agreement became effective upon consummation of our IPO.

Under the terms of his employment agreement,

Yu will receive base compensation of $175,000 per year.

Yu also received 14,000 RSUs, which will vest annually in substantially

equal installments over a period of three years.

In addition, Dr.

Yu will be entitled to receive an annual cash or stock bonus, as may

be determined by the compensation committee of the board of directors.

Yu terminate his employment for “Good Reason,”

as defined in his employment agreement, he will be entitled to his then applicable base salary for period of six months, subject to his

continued compliance with certain requirements of his employment agreement.

Yu will also be entitled to standard benefits that may

be offered by the Company from time to time, including 30 days’ paid vacation.

Agreement with Doug Samuelson

September 27, 2023, we entered into an employment agreement with our Chief Financial Officer, Mr.

Doug Samuelson, which became effective

upon consummation of our IPO.

Under the employment agreement, Mr.

Samuelson will be entitled to receive (i) a base salary equal to $50,000

per year, payable in monthly installments;

(ii) an annual grant of 50,000 RSUs, which RSUs will be issued each year on the anniversary

date of our IPO, with each grant becoming fully vested after 12 months;

and (iii) such number of RSUs equal to 1.2 times the amount of

outstanding invoices then owed to Mr.

Samuelson according to his current consulting agreement, with such number of RSUs to be calculated

at our IPO per share purchase price.

In addition, in the event of “Change of Control,” as such term is defined in his employment

agreement, Mr.

Samuelson will be entitled to receive 250,000 RSUs, which number shall include all RSUs Mr.

Samuelson has received up

until the date of the Change of Control, and which shall all vest immediately upon issuance.

Samuelson will also be entitled to receive

an annual cash or stock bonus, as may be determined by the compensation committee of the board of directors and will be entitled to standard

benefits that may be offered by the Company from time to time, including 30 days’ paid vacation and six months’ severance

in the event his employment is terminated without cause.

Agreement with Neil Bhowmick, MD

September 27, 2023, we entered into an employment agreement with our Chief Scientific Officer, Neil Bhowmick, M.D., which became effective

upon the consummation of our IPO.

Bhowmick’s employment agreement, Dr.

Bhowmick will receive a base salary equal to $100,000

per year, payable in monthly installments, and 14,000 RSUs, which RSUs will vest annually over a period of three years.

Bhowmick will be entitled to receive an annual cash or stock bonus, as may be determined by the board of directors or a committee

Bhowmick will also be entitled to standard benefits that may be offered by the Company from time to time, including 30 days’

paid vacation and six months’ severance in the event his employment is terminated without “Good Cause” in accordance

with the terms of his employment agreement.

Agreement with Ramachandran Murali, MD

September 27, 2023, we entered into an employment agreement with our Vice President of Research and Development, Ramachandran Murali,

MD, which became effective upon consummation of our IPO.

Murali’s employment agreement, Dr.

Murali will receive base

compensation of $80,000 per year and will receive an initial grant of 14,0000 RSUs, which RSUs will vest annually in substantially equal

installments over a period of three years.

In addition, Dr.

Murali will be entitled to receive an annual cash or stock bonus, as may

be determined by the board of directors or a committee thereof.

Murali will also be entitled to standard benefits that may be offered

by the Company from time to time, including 30 days’ paid vacation and six months’ severance in the event his employment

is terminated without “Good Cause” in accordance with the terms of his employment agreement.

Incentive Awards

July 2023, we adopted our 2023 Equity Incentive Plan, which reserved 1,650,000 shares of common stock for issuance under the 2023 Equity

Incentive Plan.

The equity-based incentive awards granted under the 2023 Equity Incentive Plan are designed to align our interests and

those of our stockholders with those of our employees and consultants, including our executive officers.

Our board of directors or an

authorized committee thereof is responsible for approving equity grants.

Equity Awards at Fiscal Year End

Equity Awards

Equity Awards at December 31, 2025

following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.

Restricted Stock Unit Awards

Number of Securities Underlying Options (#)

Number of Securities Underlying RSUs (#) Vested

Number of Securities Underlying RSUs (#) Unvested

Doug Samuelson

Neil Bhowmick

Ramachandran Murali

Growth Company Status

are an “emerging growth company,” as defined in the JOBS Act.

As an emerging growth company we will be exempt from certain

requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation

and to provide information relating to the ratio of total compensation of our chief executive officer to the median of the annual total

compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of

the Dodd-Frank Wall Street Reform and Consumer Protection Act.

a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting

requirements under the federal securities laws as a result of misconduct, the Chief Executive Officer and Chief Financial Officer may

be legally required to reimburse our Company for any bonus or other incentive-based or equity-based compensation they receive in accordance

with the provisions of section 304 of the Sarbanes-Oxley Act of 2002, as amended.

As such, on March 1, 2024 we adopted a clawback policy,

entitled, “Policy for Recovery of Erroneously Awarded Compensation.”

12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

incorporate by reference in this Item 12 the information relating to ownership of our common stock by certain persons from our 2025 Proxy

following table sets forth information regarding beneficial ownership of our capital stock as of March 31, 2026 by:

person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

of our directors and named executive officers;

of our current executive officers and directors as a group.

have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily

indicative of beneficial ownership for any other purpose.

Except as indicated by the footnotes below, we believe, based on information

furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all

shares that they beneficially own, subject to applicable community property laws.

percentage ownership is based on 21,411,198 shares of our common stock outstanding as of March 31, 2026.

otherwise indicated, the address for each beneficial owner listed in the table below is 2355 Westwood Blvd.

#139, Los Angeles, California

Name of Beneficial

of Shares Beneficially

Owned (#) (2)

of Shares Beneficially Owned (%)

Greater than 5% Holders:

Technomedics Management

and Systems, Inc.

Directors and Named Executive

Ramachandran Murali, Ph.D.

Neil Bhowmick, Ph.D.

Douglas Samuelson

Hansoo Michael Keyoung, M.D.

Rahul Singhvi, Sci.D., MBA

All directors and executive officers as a group

Represents beneficial ownership of less than 1%.

Manfred Mosk exercises voting and investment power of all shares held by Technomedics Management and Systems, Inc.

Does not include restricted stock units issued under the Company’s 2023 Equity Incentive Plan which remain subject to vesting.

(3) The Yu Family trust owns 5,316,572

shares and John Yu owns 30,598 shares of our common stock.

13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

incorporate by reference in this Item 13 the information regarding certain relationships and related transactions between us and our

affiliates from our 2025 Proxy Statement.

following includes a summary of transactions since January 1, 2023 to which we have been a party in which the amount involved exceeded

or will exceed the lesser of $120,000 as of December 31, 2025, and in which any of our directors, executive officers or, to our knowledge,

beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will

have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements,

which are described under “Executive Compensation.” We also describe below certain other transactions with our directors,

executive officers and stockholders.

and Advances from Related Parties

August 2024, the Company borrowed $0.04 million from one of its officers.

The loans accrue interest at 7.5% interest per annum, are unsecured,

and are due in August 2025.

April and May 2024, the Company borrowed $0.1 million from three of its officers.

The loans accrue interest at 7.5% per annum, are unsecured,

and are due in April 2025.

The officers holding notes payable have since agreed to convert the outstanding loans and principal into shares

of common stock of the company, converting at the IPO per share purchase price, following completion of the IPO.

the year ended December 31, 2021, stockholders of the Company, and a company whose principal stockholder is also a stockholder of the

Company, advanced the Company $0.01 million, which was all outstanding at December 31, 2021.

The advances accrue no interest, are unsecured

and are due on demand.

As of December 31, 2021, $0.01 million was owed on the advances.

During the year ended December 31, 2022, the

Company repaid $0.01 million of the advances, and as of December 31, 2022 and 2023, and June 30, 2024, a total of $0.004 was outstanding.

and Procedures for Transactions with Related Persons

request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner

of more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, in which the

amount involved exceeds $120,000 (or, if less, 1% of the average of our total assets in a fiscal year) and such person would have a direct

or indirect interest, must be presented to our board of directors or our audit committee for review, consideration and approval.

or rejecting any such proposal, our board of directors or our audit committee is to consider the material facts of the transaction, including

whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or

similar circumstances and the extent of the related person’s interest in the transaction.

14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

incorporate by reference in this Item 14 the information regarding principal accounting fees and services from our 2025 Proxy Statement.

Paid to Auditors

following table represents fees for professional audit services for the audit of the Company’s annual financial statements for

the fiscal years ended December 31, 2025 and 2024, rendered by Weinberg and Company, P.A., the Company’s current independent registered

public accounting firm, and Marcum LLP, the Company’s prior independent registered public accounting firm.

and Company, P.A.

(in thousands)

year ended December 31,

year ended December 31

Audit-related fees 2

All other fees

fees consist of fees for the audit of the Company’s annual financial statements for

2024 and 2025 and services in connection with registration statements filed in 2024 and 2025.

Audit fees also include fees related to the reviews of interim financial information included

in Forms 10-Q and for consent or comfort letter procedures performed in conjunction with

registration statements or completing financial transactions during the respective fiscal

Committee Pre-approval Policies

policy has been for the Audit Committee to pre-approve all audit, audit-related and non-audit services performed by our independent auditors

and to subsequently review the actual fees and expenses paid to our independent auditors.

Accordingly, the Audit Committee pre-approved

all audit, audit-related and non-audit services performed by our independent auditors and subsequently reviewed the actual fees and expenses

paid to our former auditor, Marcum LLP, during fiscal 2023 and 2024 and the actual fees and expenses paid to our current auditor, Weinberg

and Company, P.A.

during fiscal year 2025.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

At the Market Offering Agreement, dated January 12, 2026, by and between Kairos Pharma,Ltd.

Wainright Co., LLC (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed on January 12, 2026).

of Incorporation of Kairos Pharma, Ltd.

9 unchanged sentences

of Placement Agent Warrants (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed January

Description of Securities (incorporated by reference to Exhibit 4.5 to the Company’s Amendment No.

1 to its Annual Report on Form 10-K/A filed April 28, 2025)

Option Agreement, dated March 16, 2020, between Cedars-Sinai Medical Center and Enviro Therapeutics, Inc.

166 unchanged sentences

10.3 to the Company’s Current Report on Form 8-K filed January 17, 2025).

Code of Business Conduct and Ethics

Insider Trading Policy

of subsidiaries of Kairos Pharma, Ltd.

(incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on

Form S-1, filed on August 16, 2024).

Agreement, dated June 10, 2025, between Kairos Pharma Ltd and the Company and Barretto Pacific Corporation (incorporated by reference

to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed June 12, 2025).

Agreement between Kairos Pharma, Ltd., Enviro Therapeutics, Inc.

and Cedars-Sinao Medical Center (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K filed October 7, 2025).

Agreement between Kairos Pharma Ltd, Enviro Therapeutics, Inc.

and Tracon Pharmaceuticals, Inc.

(incorporated by reference to Exhibit

10.2 to the Company’s Current Report on Form 8-K filed October 7, 2025).

Form of Restricted Stock Unit Grant Agreement (incorporated by refere nce to Exhibit 10.1 to the Current Report on Form 8-K filed October 15, 2025).

Novation Agreement, dated October 7, 2025 but effective April 17, 2025, between Kairos Pharma, Ltd, Enviro Therapeutics, Inc.

and Tracon Pharmaceuticals, Inc.

(incorporated by reference to the Current Report on Form 8-K filed October 7, 2025).

Novation Agreement, dated October 7, 2025, between Kairos Phrma, Ltd., Enviro Therapeutics, Inc.

and Tracon Pharmaceuticals, Inc.

(incorporated by reference to the Current Report on Form 8-K filed October 7, 2025).

Form of Amendment No.

83 to Sales Agreement, dated November 12, 2025, between Kairos Pharma Ltd.

and Lonza Sales AG (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed November 14, 2025).

Form of Restricted Stock Unit Grant Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 15, 2025).

Term Sheet, dated March 2, 2026, by and between Kairos Pharma, Ltd.

and Celyn Therapeutics, Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 2, 2026).

Statement of Work 86 to the Lonza Sales Agreement, dated March 27, 2026, between Kairos Pharma, Ltd.

and Lonza Sales AG.*

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Amendment No.

1 to its Annual Report on Form 10-K/A filed April 29, 2025).

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Amendment No.

1 to the Company’s Annual Report on Form 10-K/A filed on April 29, 2025).

Consent of Weinberg and Company, P.A.

Consent of Marcum LLP

5 unchanged sentences

Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Certain information contained in this exhibit

has been redacted because (i) it is not material and (ii) it is the type of information that the company normally treats as private

or confidential.

Policy for Recovery of Erroneously Awarded Compensation, adopted March 1, 2024 (incorporated by reference to Exhibit 97.1 to the Company’s Amendment No.

1 to its Annual Report on Form 10-K/A filed April 29, 2025)

XBRL Instance Document

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information contained in this exhibit has been redacted because (i) it is not material and (ii) it is the type of information that

the company normally treats as private or confidential.

Filed herewith.

3 unchanged sentences

be signed on its behalf by the undersigned, thereunto duly authorized.

KAIROS PHARMA, LTD.

Chief Executive Officer and

Chairman of the Board of Directors

April 15, 2025

Principal Executive Officer

Executive Officer and

of the Board of Directors

March 31, 2026

Executive Officer

to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Chairman of the board of

Chief Executive Officer

(principal executive officer)

Doug Samuelson

Chief Financial Officer

of the board of directors,

Executive Officer

executive officer)

Doug Samuelson

(principal financial and accounting officer)

/s/Hansoo Michael Keyoung

Hansoo Michael Keyoung

Rahul Singhvi

Financial Officer

financial and accounting officer)

Michael Keyoung

Rahul Singhvi

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures