Kairos Pharma, LTD. 10-Q

Item 1: Financial Statements. Kairos Pharma, Ltd. Condensed Consolidated Balance Sheets ( Unaudited) (In thousands, except for share amounts and par value data) June 30, December 31, 2026 2025 (Unaudited) ASSETS Current Assets Cash and cash equivalents $ 2,626 $ 4,491 Vendor advances, net 412 845 Prepaid expenses and other current assets 136 51 Total Current Assets 3,174 5,387 Deferred offering costs 1,282 1,091 Intangible assets, net - 62 Total Other Assets 1,282 1,153 TOTAL ASSETS $ 4,456 $ 6,540 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Accounts payable and accrued expenses $ 265 $ 199 Total Current Liabilities 265 199 Commitments and contingencies Shareholders’ Equity Preferred stock, par value $ 0.001 , 20,000,000 shares authorized; no shares issued and outstanding, respectively; - - Common stock, par value $ 0.001 , 100,000,000 shares authorized; 21,423,300 and 20,821,353 shares issued and outstanding on June 30, 2026 and December 31, 2025, respectively; 21 21 Additional paid-in capital 21,474 20,582 Accumulated deficit ( 17,304 ) ( 14,262 ) Total Shareholders’ Equity 4,191 6,341 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 4,456 $ 6,540 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Kairos Pharma, Ltd. Condensed Consolidated Statements of Operations ( Unaudited) (in thousands, except for share amounts and per share data) 2026 2025 2026 2025 Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 (Unaudited) (Unaudited) Revenues $ - $ - $ - $ - Operating expenses: Research and development 619 496 1,303 989 General and administrative 798 960 1,804 1,733 Total operating expenses 1,417 1,456 3,107 2,722 Loss from operations ( 1,417 ) ( 1,456 ) ( 3,107 ) ( 2,722 ) Other income: Interest income 29 34 65 38 Total other income 29 34 65 38 NET LOSS $ ( 1,388 ) $ ( 1,422 ) $ ( 3,042 ) $ ( 2,684 ) BASIC AND DILUTED LOSS PER COMMON SHARE $ ( 0.06 ) $ ( 0.08 ) $ ( 0.14 ) $ ( 0.16 ) WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED 21,420,479 17,213,017 21,207,506 16,307,308 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Kairos Pharma, Ltd. Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) (in thousands, except share amounts) Shares Amount Capital Deficit Total Common Stock Additional Paid-in Accumulated Shares Amount Capital Deficit Total Balance, March 31, 2026 (unaudited) 21,411,198 $ 21 $ 21,208 $ ( 15,916 ) $ 5,313 Issuance of common shares sold through the At the Market (ATM) offering, net of offering costs 12,102 - 7 - 7 Fair value of vested restricted stock units - - 259 - 259 Net loss for the three months ended June 30, 2026 - - - ( 1,388 ) ( 1,388 ) Balance, June 30, 2026 (unaudited) 21,423,300 21 21,474 ( 17,304 ) 4,191 Balance, December 31, 2025 20,821,353 $ 21 $ 20,582 $ ( 14,262 ) $ 6,341 Issuance of common shares sold through the At the Market (ATM) offering, net of offering costs 601,947 - 374 - 374 Fair value of vested restricted stock units - - 518 - 518 Net loss for the six months ended June 30, 2026 - - - ( 3,042 ) ( 3,042 ) Balance, June 30, 2026 (unaudited) 21,423,300 $ 21 $ 21,474 $ ( 17,304 ) $ 4,191 Balance, March 31, 2025 (unaudited) 16,376,118 17 17,192 ( 10,077 ) $ 7,132 Issuance of common shares upon the exercise of pre-funded warrants 490,000 - - - Common shares issued for cash through equity line of credit, net of expenses 510,000 1 209 - 210 Issuance of common shares recorded as a vendor advance 367,647 - - - - Fair value of vested restricted stock units - - 77 - 77 Net loss for the three months ended June 30, 2025 - - - ( 1,422 ) ( 1,422 ) Balance, June 30, 2025 (unaudited) 17,743,765 $ 18 $ 17,478 $ ( 11,499 ) $ 5,997 Balance, December 31, 2024 13,736,597 $ 14 $ 13,577 $ ( 8,815 ) $ 4,776 Balance 13,736,597 $ 14 $ 13,577 $ ( 8,815 ) $ 4,776 Fair value of common shares to be issued for deferred offering costs 384,459 1 327 328 Proceeds from the sale of common shares and pre-funded warrants, net of offering costs 2,500,000 2 3,056 3,058 Common shares issued for cash through equity line of credit, net of expenses 510,000 1 209 - 210 Issuance of common shares recorded as a vendor advance 534,188 - 156 - 156 Fair value of vested restricted stock units 78,521 - 153 - 153 Net loss for the six months ended June 30, 2025 - - - ( 2,684 ) ( 2,684 ) Balance, June 30, 2025 (unaudited) 17,743,765 $ 18 $ 17,478 $ ( 11,499 ) $ 5,997 Balance 17,743,765 $ 18 $ 17,478 $ ( 11,499 ) $ 5,997 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Kairos Pharma, Ltd. Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands) 2026 2025 Six Months Ended June 30, 2026 2025 (Unaudited) Cash Flows from Operating Activities Net loss $ ( 3,042 ) $ ( 2,684 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of intangible asset 62 80 Amortization of vendor advances 433 1,298 Fair value of vested restricted stock units 518 153 Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 85 ) ( 50 ) Accounts payable and accrued expenses 66 ( 316 ) Net cash used in operating activities ( 2,048 ) ( 1,519 ) Cash Flows from Financing Activities Proceeds from the At the Market (ATM) offering 392 - Proceeds from the sale and exercise of prefunded warrants - 3,058 Proceeds from the equity line of credit - 223 Payment of deferred offering costs ( 209 ) - Net cash provided by financing activities 183 3,281 Net increase (decrease) in cash and cash equivalents ( 1,865 ) 1,762 Cash and cash equivalents, beginning of period 4,491 1,272 Cash and cash equivalents, end of period $ 2,626 $ 3,034 Supplemental cash flows disclosures: Interest paid $ - $ - Taxes paid $ - $ - Supplemental non-cash financing disclosures: Common shares issued for deferred offering costs $ - $ 328 Common shares issued for vendor advances $ - $ 156 Reclassification of deferred offering costs to shareholders’ equity $ 18 $ 13 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 KAIROS PHARMA, LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (In thousands, except for share amounts and per share data) NOTE 1 – BASIS OF PRESENTATION Organization and Operations Kairos Pharma, Ltd. (the “Company” or “Kairos”) was incorporated on June 17, 2013 under the laws of the state of California as NanoGB13, Inc. The Company changed its name to Kairos Pharma, Ltd. on July 15, 2016 and subsequently converted into a Delaware corporation under the same name, Kairos Pharma, Ltd., on May 10, 2023. The Company is an early-stage biotechnology company focused on the development of immunotherapy and cell therapy treatments for oncology. Basis of Presentation of Unaudited Financial Information The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The Balance Sheet information as of December 31, 2025 was derived from the audited financial statements included in the Company’s financial statements as of and for the years ended December 31, 2025 and 2024 contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026. These financial statements should be read in conjunction with that report. Liquidity and Capital Resources The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited condensed consolidated financial statements, the Company has experienced recurring losses from operations since inception and incurred a net loss of $ 3,042 and used cash in operations of $ 2,048 during the six months ended June 30, 2026. These factors raise substantial doubt about the Company’s ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2025 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its strategies. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. As of June 30, 2026, the Company had cash and short-term investments of $ 2,626 . Until the Company can generate sufficient product revenue to finance our cash requirements, which it may never do, it expects to finance future cash needs through a combination of public or private equity offerings and debt financings, or other capital sources such as potential collaborations, strategic alliances, licensing arrangements and other arrangements. Based on its research and development plans, the Company expects that its existing cash balance may not be adequate to fully fund planned operating expenses and capital expenditure requirements for at least the next 12 months from the date of filing of this report. The Company based this estimate on assumptions that may prove to be wrong, and it could exhaust available capital resources sooner than expected. In addition, because the design and outcome of anticipated and any future clinical trials is highly uncertain, the Company cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of current products or any future product candidates. Additionally, although the Company has the ability to raise funds through its equity line of credit, which is registered on Form S-1 and filed in 2025, and its at-the-market offering, registered on Form S-3 and 2026, the Company may not receive some or all of these available proceeds due to certain factors outside of its control. The failure to receive all or some of the proceeds would result in the Company exhausting available capital resources sooner than expected and will require it to obtain further funding to achieve its business objectives. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our shareholders, in the event of an equity financing. 7 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation The accompanying unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its former wholly-owned subsidiary, Enviro Therapeutics, Inc. (“Enviro”) which was dissolved in October 2025. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in the valuation of accruals for potential liabilities, amortization of vendor advances and deferred offering costs, valuations of stock-based compensation, the realization of deferred tax assets, and impairment analysis and useful life for intangible assets among others. Actual results could differ from these estimates. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash deposits. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company has not experienced any losses on deposits since its inception. Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less on the date of purchase to be cash equivalents. The Company’s cash equivalents consisted of $ 2,441 and $ 4,326 in money market funds as of June 30, 2026, and December 31, 2025, respectively. The underlying securities in the money market funds held by the Company are all government backed securities. Intangible Assets The Company’s intangible assets are stated at fair value as of the date acquired, less accumulated amortization. Amortization is calculated based on the estimated useful lives of the assets, which were determined to be five years , using the straight-line method. The intangible asset consists of a licensing agreement that the Company acquired through its acquisition of Enviro during the year ended December 31, 2021, with an acquisition cost of $ 800 . Amortization expense relating to the intangible asset during each of the six months ended June 30, 2026 and 2025 was $ 62 and $ 80 , respectively, with an unamortized balance of $ 62 at December 31, 2025. There was no unamortized balance at June 30, 2026. 8 Income (Loss) Per Share Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. For the six months ended June 30, 2026 and 2025, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. The potentially dilutive securities consisted of the following: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES June 30, 2026 June 30, 2025 Warrants to purchase common stock 4,281,038 4,088,888 Restricted stock units 772,605 113,599 Total 5,053,643 4,202,487 Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be delayed or abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the Company’s statement of operations. As of December 31, 2025, the net balance of the of deferred offering costs relating to the Company’s equity line of credit (“ELOC”) offering was $ 1,091 . During the six months ended June 30, 2026, no additional offering costs were incurred and no cost of capital was amortized relating to the ELOC, leaving a net balance of $ 1,091 at June 30, 2026, which will be applied against future equity offerings. During the six months ended June 30, 2026, $ 209 of deferred offering costs were incurred relating to the Company’s At the Market (“ATM”) offering (see Notes 4 and 5) and $ 18 was amortized as cost of capital relating to that offering, leaving a net balance of $ 191 at June 30, 2026, which will be applied against future equity offerings. Total net deferred offering costs were $ 1,282 at June 30, 2026 relating to the ELOC and the ATM. Fair Value Measurements The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments such as cash, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. Cash equivalents consisted of money market funds at June 30, 2026 and December 31, 2025. Money market funds were valued by the Company using quoted prices in active markets for identical securities, which represent a Level 1 measurement within the fair value hierarchy. 9 Recent Accounting Pronouncements I n November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation and amortization expense for each caption on the income statement where such expenses are included. The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. We are currently evaluating the provisions of this guidance and assessing the potential impact on our financial statement disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. NOTE 3 – VENDOR AGREEMENTS Vendor Advances The Company has entered into various contracts with service providers pursuant to which the Company pays the vendor an advance at the beginning of the contractual period. These vendor advances could be paid by the Company either in cash or in shares of common stock, depending on the terms of the contract. The advances are reduced by the accumulated value of the services performed by the vendor or are amortized on a straight-line basis over the service period, whichever is shorter. As of December 31, 2025, advances to vendors totaled $ 845 . Amortization expense relating to the vendor advances during the six months ended June 30, 2026 was $ 433 , with an unamortized balance of $ 412 as of June 30, 2026. Vendor advances consisted of the following at June 30, 2026 and December 31, 2025: SCHEDULE OF VENDOR ADVANCES June 30, 2026 December 31, 2025 Prevail Infoworks (a) $ 900 $ 900 Cross Current Capital (b) 856 856 Vendor advances, gross 1,756 1,756 Less: accumulated amortization ( 1,344 ) ( 911 ) Vendor advances, net $ 412 $ 845 The remaining unamortized balance of $ 412 as of June 30, 2026, will be fully amortized during the year ending December 31, 2026. (a) Kairos Agreement with Prevail Infoworks, Inc. On August 1, 2024, the Company entered into a master service and technology agreement with Prevail Infoworks, Inc. (“Prevail”), pursuant to which Prevail agreed to provide certain clinical research services to the Company. As part of the agreement, the Company was required to make an advance payment of $ 900 to Prevail before commencement of services and, at such time as we notify Prevail to engage their services related to the relevant clinical trial, or six months from the date of the agreement, pay approximately $ 80 per month during the time Prevail performs clinical research services for the Company’s Phase 2 ENV 105 prostate and Phase 1 ENV 105 lung clinical trials. The agreement with Prevail is subject to cancellation at any time upon 30 days’ written notice to the other party. The Company made the $ 900 advance payment to Prevail in October 2024 and it is included in vendor advances on the accompanying Balance Sheets as of June 30, 2026, and December 31, 2025. The unamortized balance of the advance was $ 300 as of June 30, 2026. 10 (b) Kairos Agreement with Cross Current Capital LLC On October 1, 2024, 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 drafting a public company competitive overview, (b) help preparing and/or reviewing a valuation analysis, (c) help in drafting marketing materials and presentations, (d) reviewing the Company’s business requirements and discuss financing and businesses opportunities, (e) investor marketing, (f) investor relations introductions, (g) legal counsel introductions, (h) auditor introductions, (i) investment banking and research introductions, (j) M&A canvassing and ways to grow the business organically, and (k) stand by capital markets advisory services. For the services rendered thereunder, the Company agreed to pay Cross Current $ 200 in cash and agreed to issue to the Advisor $ 500 of restricted shares of the Company’s common stock under the Company’s 2023 Plan. The payment of $ 200 and the value of the shares, both totaling $ 856 , are included in vendor advances on the accompanying Balance Sheets as of June 30, 2026 and December 31, 2025. The unamortized balance of the advances was $ 112 at June 30, 2026. NOTE 4 – DEFERRED OFFERING COSTS Agreement with Helena Global Investment Opportunities On November 12, 2024, the Company entered into an agreement with Helena Global Investment Opportunities I LTD (“Helena”) pursuant to which the Company will have the right to issue and sell to Helena, from time to time, and Helena shall purchase from the Company, up to $ 30,000 of the Company’s shares of common stock (the “Equity Line of Credit”). The Equity Line of Credit became available to the Company after the Company filed a registration statement on Form S-1 registering the shares issuable under the Equity Line of Credit and such registration statement became effective. In exchange for the Equity Line of Credit, the Company was obligated to issue Helena a certain number of shares of common stock, calculated using $ 900 divided by the lowest one-day VWAP during the five trading days prior to entry into the agreement. As a result, the Company issued Helena 670,641 shares of its common stock valued at $ 1,377 on the date of issuance. The Company accounted for the value of the shares issued as deferred offering costs. The shares vested on the date of the agreement, were issued to Helena, and were subject to a “true up” based upon the value of the stock after the company filed and obtained effectiveness of the registration statement registering the ELOC shares for resale. At December 31, 2025, the balance of the deferred offering costs relating to Helena was $ 1,091 . During the six months ended June 30, 2026, no funds were raised under the ELOC, and as such, the Company did not amortize any of these costs. As of June 30, 2026, the balance of the deferred offering costs relating to Helena was $ 1,091 , which costs will be amortized and recognized as cost of capital upon further issuances of common stock under the ELOC. At the Market (ATM) Offering Agreement In January 2026, the Company filed a shelf registration statement on Form S-3, registering up to $ 75,000 in aggregate securities and, in conjunction therewith, filed a prospectus supplement for the sale of up to $ 4,500 of common stock pursuant to an ATM Agreement (see Note 5). Deferred offering costs incurred relating to the ATM were $ 209 during the six months ended June 30, 2026. During the six months ended June 30, 2026, the Company amortized $ 18 of these costs, and as of June 30, 2026, the balance of the deferred offering costs relating to the ATM was $ 191 . These costs will be amortized and recognized as cost of capital upon further issuances of common stock under the ATM. As of June 30, 2026, the total balance of the deferred offering costs was $ 1,282 . 11 NOTE 5 – SHAREHOLDERS’ EQUITY Common Stock At the Market (ATM) Offering As referenced in Note 4 above, in January 2026, in conjunction with the Company’s shelf registration statement on Form S-3, the Company filed a prospectus supplement for the sale of up to $ 4,500 of common stock pursuant to an At the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright and Co., LLC (the “Placement Agent”). Under the ATM Agreement, the Placement Agent will be entitled to 3.0 % of the gross proceeds of any sales made under the ATM Agreement. As a result of the ATM offering, during the six months ended June 30, 2026, the Company raised gross proceeds of $ 392 through the sale of 601,947 shares of its common stock. Net proceeds were $ 374 after the amortization of associated deferred offering costs. Common Stock Issued for Cash Upon Closing of the Company’s Private Financing On January 14, 2025, the Company entered into a securities purchase agreement (“SPA”) and registration rights agreement with an investor for the sale and issuance of 2,500,000 units (the “Pre-Funded Units”), with each Pre-Funded Unit consisting of a pre-funded warrant to purchase one share of common stock, exercisable for $ 0.001 per share, and a common warrant to purchase one and one half shares of common stock (an aggregate of 3,750,000 ), exercisable at $ 1.399 per share. On January 16, 2025, the Company closed on the sale of the Pre-Funded Units for a total purchase price of $ 3,500 (or $ 1.40 per Pre-Funded Unit). Net proceeds received by the Company relating to the financing and subsequent exercise of prefunded warrants was $ 3,058 . The pre-funded warrants have an exercise price of $ 0.001 per share and are immediately exercisable and will expire when exercised in full. The common warrants have an exercise price of $ 1.40 per share, became exercisable six months from the date of issuance and will expire five and a half years from the issuance date. During the six months ended June 30, 2025, the investor exercised 2,500,000 shares of the pre-funded warrants and as of June 30, 2025, there were no pre-funded shares remaining unexercised. Common Stock Issued for Cash Upon Exercise of the Company’s Equity Line of Credit (ELOC) During the three and six months ended June 30, 2025, in connection with the ELOC agreement with Helena, the Company sold 510,000 shares of its common stock to Helena for net proceeds of $ 210 . The shares were issued to Helena during the six months ended June 30, 2025. Adoption of the 2023 Equity Incentive Plan In July 2023, the Company’s board of directors and stockholders adopted the 2023 Equity Incentive Plan (the “2023 Plan”). Under the 2023 Plan, the Company may grant incentive stock options to employees, including employees of any parent or subsidiary, and nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock compensation to employees, directors and consultants, including employees and consultants of the Company’s affiliates. As approved, a total of 1,650,000 shares of common stock were initially reserved for issuance under the 2023 Plan. As of December 31, 2025, a total of 877,395 shares remained available for issuance under the 2023 Plan, respectively. On May 7, 2026, the Company’s Board of Directors approved, and unanimously recommended the Company’s stockholder approve, (i) increasing the number of shares of common stock available for awards under the 2023 Plan by an additional 5,000,000 shares and (ii) adopting an evergreen provision by which the number of reserved shares of common stock available for issuance will automatically increase on January 1, 2027 and on each subsequent January 1 through and including January 1, 2033, in an amount equal to 5% of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year or an amount as may be decided by the Board. On June 29, 2026, the Company’s shareholders approved adding these provisions to the 2023 Plan, which were added pursuant to Amendment No. 1 to the 2023 Plan. As of June 30, 2026, a total of 6,650,000 shares of the Company’s common stock were reserved for issuance under the 2023 Plan and a total of 5,877,395 shares remained available for issuance under the 2023 Plan. 12 Grant of Restricted Stock Units (RSUs) The following table summarizes restricted common stock activity during the six months ended June 30, 2026: SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY Number of Restricted Shares Fair Value Weighted Average Grant Date Fair Value Unvested, December 31, 2025 772,605 813 1.05 Granted — — — Vested — ( 518 ) — Forfeited — — — Unvested, June 30, 2026 772,605 $ 295 $ 1.05 During the six months ended June 30, 2026 and 2025, the Company recorded $ 518 and $ 153 , respectively, of stock compensation-related expense for the fair value vesting of restricted common stock. As of June 30, 2026, $ 295 of unamortized compensation remained. Stock Warrants The table below summarizes the Company’s warrant activities for the six months ended June 30, 2026: SCHEDULE OF WARRANT ACTIVITY Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, December 31, 2025 4,281,038 0.40 - 4.80 1.48 Granted — — — Cancelled — — — Exercised — — — Forfeited/Expired — — — Balance, June 30, 2026 4,281,038 $ 0.40 – 4.80 $ 1.48 Vested and exercisable, June 30, 2026 4,281,038 $ 0.40 – 4.80 $ 1.48 The following table summarizes information concerning outstanding and exercisable warrants as of June 30, 2026: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 0.40 - 0.46 17,850 3.92 $ 0.46 17,850 3.92 $ 0.46 1.23 - 2.40 4,154,688 3.52 1.40 4,154,688 3.52 1.40 4.80 108,500 3.25 4.80 108,500 3.25 4.80 $ 0.40 - 4.80 4,281,038 3.51 $ 1.48 4,281,038 3.51 $ 1.48 There were no warrant grants during the six months ended June 30, 2026. In addition, there was no intrinsic value for warrant shares outstanding as of June 30, 2026. 13 NOTE 6 – COMMITMENTS AND CONTINGENCIES Kairos Exclusive License Agreements with Cedars-Sinai Medical Center (Cedars) The Company is party to four Exclusive License Agreements with Cedars, each of which grants the Company licensing rights with respect to certain patent rights owned by Cedars as follows: 1. Methods of use of compounds that bind to RelA of NFkB; 2. Composition and methods for treating fibrosis; 3. Compositions and methods for treating cancer and autoimmune diseases; and 4. Method of generating activated T cells for cancer therapy. For each of the exclusive license agreement in items 1, 2 and 3, the Company was required to pay an initial license fee of $ 5 , reimburse Cedars for patent protection costs ranging from approximately $ 9 to $ 61 , pay an annual maintenance fee of $ 10 , and pay royalties based on 3.75 % of net sales and pay other non-royalty sublicense fees ranging from 5 % to 35 % of sales of products. In addition, for items 1, 2 and 3, the Company is required to pay Cedars based on the following milestones: ● $ 150 upon the successful completing of Phase I clinical trial; ● $ 250 (for items 1 and 2) and $ 500 (for item 3) upon the successful completing of Phase II clinical trial for a product and receipt of Food and Drug Administration (“FDA”) approval for a Phase III clinical trial; ● $ 1,500 upon receipt of FDA approval of a new drug application or equivalent foreign regulatory approval in a non-United States major commercial market; and ● $ 250 upon cumulative net sales exceeding $ 5,000 . For the exclusive license agreement in item 4, the Company is required to pay an initial license fee of $ 50 upon raising $ 500 in capital, pay an annual maintenance fee of $ 10 , pay royalties based on 4.25 % of patent product sales and 0.5 % of other sales and pay other non-royalty sublicense fees ranging from 5 % to 35 %. In addition, the Company is required to pay Cedars based on the following milestones: ● $ 150 upon the successful completing of Phase I clinical trial; ● $ 250 upon the successful completing of Phase II clinical trial and receipt of Food and Drug Administration (“FDA”) or equivalent regulatory agency in another jurisdiction approval for a Phase III clinical trial; ● $ 1,500 upon receipt of FDA approval of a new drug application; and ● $ 2,500 upon cumulative net sales exceeding $ 50,000 . As of June 30, 2026, no amounts were due under the Exclusive License Agreements between Cedars and the Company. Enviro Therapeutics On June 2, 2021, the Company’s then-wholly owned subsidiary, Enviro, entered into two Exclusive License Agreements with Cedars, which granted Enviro exclusive licensing rights (which include the right to sublicense) with respect to certain patent rights owned by Cedars, as follows: ● an Exclusive License Agreement (the “Enviro-Cedars License Agreement (Mitochondrial DNA)”) for Enviro to develop, manufacture, use and sell products utilized or derived from patent rights worldwide related to the “Compositions and Methods for Treating Diseases and Conditions by Depletion of Mitochondrial DNA from Circulation and for Detection of Mitochondrial DNA” invented by Dr. Neil Bhowmick and others; and ● an Exclusive License Agreement (the “Enviro-Cedars License Agreement (Endoglin Antagonism)” and, collectively with the Enviro-Cedars License Agreement (Mitochondrial DNA), the “Enviro-Cedars License Agreements”) for Enviro to develop, manufacture, use and sell products utilized or derived from the patent rights and technical information worldwide related to the “Sensitization of Tumors to Therapies Through Endoglin Antagonism” invented by Dr. Neil Bhowmick and others. 14 In exchange for each of the licenses, pursuant to the terms of the Exclusive License Agreements, Enviro was required to pay an upfront license fee in the mid four-figures and low-five figures, respectively. Enviro was also required to reimburse Cedars for the costs in the mid-to-high six figures incurred in the prosecution of the patent rights subject to the Enviro-Cedars License Agreements prior to the date of execution of such agreements, and certain costs and fees then outstanding aggregating in the low-six figures owed by Kairos pursuant to the Kairos-Cedars License Agreements. Pursuant to the Enviro-Cedars License Agreements, Cedars was also to receive royalty payments of a mid-single-digit percentage of net sales of products associated with the licensed patent right and less than one percent of net sales of other products derived from Cedars’ technical information, with a minimum annual royalty fee in the low five-digits due beginning on the third anniversary of the effective date of the Enviro-Cedars License Agreements. To the extent Enviro derived non-royalty sublicensing revenues, a high single-digit to low double-digit percentage of such revenues would be due and payable to Cedars, with the actual percentage of such revenues dependent on the stage of FDA authorization at the time the sublicense revenue is generated. Enviro was also required to pay Cedars in connection with achieving the following Payment Milestones relating to products derived from the patent rights: successful completion of a Phase I clinical trial; successful completion of a Phase II clinical trial, receipt of FDA approval, and approval for a Phase III clinical trial; FDA approval of an NDA or BLA; cumulative net sales exceeding $ 50,000 ; and cumulative net sales exceeding $ 100,000 . If all of these payment milestones are met among both of the Exclusive License Agreements, the required milestone payments would total in the mid-to-high seven-figures. Pursuant to the Exclusive License Agreements, Enviro was obligated to meet the following Commercialization Milestones. Pursuant to the Enviro-Cedars License Agreement (Endoglin Antagonism), Enviro was obligated to (1) obtain an IND for a patent product within 1 year of the effective date of the agreement, (2) commence a Phase II trial within 2 years of the effective date of the agreement, and (3) submit an NDA or BLA to the FDA or equivalent regulatory agency in another jurisdiction within 7 years of the effective date of the agreement. Pursuant to the Enviro-Cedars License Agreement (Mitochondrial DNA), Enviro was obligated to (1) complete preclinical studies of a patent product within 2 years of the effective date of the agreement, (2) complete toxicology studies within 2.5 years of the effective date of the agreement, (3) obtain IND within 3 years of the effective date of the agreement, (4) begin a Phase I trial within 4 years of the effective date of the agreement, and (5) submit an NDA or BLA to the FDA or equivalent regulatory agency in another jurisdiction within 7 years of the effective date of the agreement. If the Commercialization Milestones are not met or extended, Cedars may convert the exclusive licenses into non-exclusive licenses or to a co-exclusive licenses or terminate the licenses. The Exclusive License Agreements will, unless sooner terminated, continue in effect on a country-by-country basis until the last of the patents covering the patent rights or future patent rights expires. Under the terms of the Enviro-Cedars License Agreements, unless waived by Cedars, the agreements would automatically terminate: (a) if Enviro ceases, dissolves or winds up its business operations; (b) if performance by either party jeopardizes the licensure, accreditation or tax exempt status of Cedars or the agreement is deemed illegal by a governmental body; (c) within 30 days for non-payment of royalties or if Enviro fails to undertake commercially reasonable efforts to exploit the patent rights or future patent rights; (d) within 60 days of Cedars’ failure to cure any breach or default of a material obligation under the agreements; (e) within 90 days of Enviro’s failure to cure any breach or default of a material obligation under the agreements; or (f) upon mutual written agreement of the parties. Novation Agreements On October 1, 2025, the Board of Directors approved the entry of Kairos and Enviro into a novation agreement (the “Cedars Novation Agreement”) with Cedars. The Cedars Novation Agreement was entered into on October 1, 2025, but effective as of April 17, 2025, for purposes of transferring the exclusive license of two patents from Enviro, as the original licensee, to Kairos, as the new licensee. As the new licensee of the two patents, Kairos accepted and assumed all obligations and liabilities that may arise under the Exclusive License Agreements from Enviro and Enviro is relieved of all of its liabilities and obligations under the license agreements. In addition, on October 1, 2025, the Board approved the Company’s entry into a novation agreement (the “Tracon Novation Agreement”) with Tracon Pharmaceuticals, Inc. (the “Tracon”) and Enviro pursuant to which Enviro’s rights and obligations under the license and supply agreement between Tracon, Enviro and Kairos, originally dated May 21, 2021, as amended to date (the “Tracon License Agreement”), were transferred from Enviro to Kairos and Enviro was relieved of any further liabilities or obligations under the license and supply agreement. Under the Tracon License Agreement, Tracon had granted Enviro exclusive access to its TRC105 and CD105 technologies, which Kairos has now assumed pursuant to the Tracon Novation Agreement. Agreements with Lonza Sales AG On November 12, 2025, the Company entered into an amendment (the “Lonza Amendment”) to the sales agreement with Lonza Sales AG (“Lonza”), originally dated February 14, 2008, pursuant to which the Company agreed to purchase and Lonza agreed to testing of standards and the preparation to manufacture ENV105 antibody to be used in the Company’s Phase 2 clinical trial. The Company agreed to pay a total of $ 1,143 in consideration, which will be paid over time as each of the 13 stages of the Lonza Amendment are completed. 15 On March 27, 2026, the Company entered into an additional statement of work to the sales agreement with Lonza pursuant to which the Company agreed to pay an additional amount of approximately $ 2,000 , which will also be paid over time as each of the 13 stages of the Lonza Amendment are completed. As of June 30, 2026, Lonza’s testing and preparation of the ENV105 antibody had begun but had yet to be completed and the Company had yet to make any payments to Lonza. During the six months ended June 30, 2026, the Company made a payment of $ 193 to Lonza under the amended agreement. Agreement with Brammer Bio MA, LLC On May 11, 2026, the Company entered into a Pharmaceutical Development Services Agreement with Brammer Bio MA, LLC (“Patheon”), under which Patheon agrees to transfer and manufacture clinical supply of ENV-105 sterile liquid vials in compliance with applicable regulations and cGMP to support Phase II clinical trials. The agreement also covers related analytical and microbiology methods, stability studies, and regulatory support, and includes customary terms on confidentiality, intellectual property ownership, quality audits, fees and cancellation, term, and termination. The total amount committed by the Company under the agreement is $ 783 . Agreement with Celyn Therapeutics, Inc. On March 2, 2026, 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, an investigational, reversible, wild type sparing pan EGFR small molecule inhibitor being developed by Eilean Therapeutics for EGFR mutant non-small cell lung cancer. Pursuant to the term sheet, the Company will receive 100% of the development, manufacturing, commercialization rights, patent prosecution and patent filing rights worldwide to CL-273 in exchange for upfront payment of 16.5% of the Company’s outstanding capital stock, with such stock to be issued in the form of Common Stock or convertible preferred stock, and milestone payments of (i) $ 15 million payable at NDA or BLA FDA, with such payment to be made in combination of cash and stock and (ii) 2 % royalties from net revenue generated from sales in the U.S. for the life of the intellectual property. As of June 30, 2026, the CL-273 asset acquisition was no longer under negotiation. Legal Matters To the Company’s knowledge, it is not currently the subject of any material legal proceeding. In the future, however, the Company may be involved in actual and/or threatened legal proceedings, claims, investigations and government inquiries arising in the ordinary course of our business, including legal proceedings, claims, investigations and government inquiries involving intellectual property, data privacy and security, other torts, illegal or objectionable content, consumer protection, securities, employment, contractual rights, civil rights infringement, false or misleading advertising, or other legal claims relating to our business. NOTE 7 – SEGMENT INFORMATION The Company operates and manages its business as one reportable segment and operates as a clinical-stage biopharmaceutical company. The Company’s current focus is on developing immunotherapy and cell therapies for the treatment of cancer. The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer, who reviews financial information presented and decides how to allocate resources based on net income (loss). Net income (loss) is used for evaluating financial performance. Significant segment expenses include research and development, officer compensation, insurance, and stock-based compensation. Operating expenses include all the remaining costs necessary to operate our business, which primarily include external professional services and other administrative expenses. The following table presents the significant segment expenses and other segment items regularly reviewed by our CODM: SCHEDULE OF SEGMENT EXPENSES 2026 2025 Six months ended June 30, 2026 2025 Revenue $ — $ — Less: Research and development, less officer compensation 1,178 899 Officer compensation and wages 328 200 Insurance 184 203 Stock-based compensation 518 153 Operating expenses 899 1,267 Other income (expenses) 65 38 NET LOSS $ ( 3,042 ) $ ( 2,684 ) NOTE 8 – SUBSEQUENT EVENTS Subsequent to June 30, 2026, the Company raised gross proceeds of $ 911 through the sale of 2,359,326 shares of its common stock under the ATM Offering. 16