What changed in this filing

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Item 1. Financial Statements

2025-08-12 compared with 2025-05-14 · 448 added, 454 removed, 188 unchanged (83% of the section changed)

20 unchanged sentences

Common stock, par value $ 0.001 , 100,000,000 shares authorized;

15,825,118 and 13,736,597 shares

issued and outstanding, respectively;

Common stock to be issued, 551,000 shares outstanding at March 31, 2025

17,743,765 and 13,736,597 shares issued

and outstanding, respectively;

Additional paid-in capital

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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

The accompanying notes are an integral part of these

condensed consolidated financial statements.

Kairos Pharma, Ltd.

Condensed Consolidated Statements of Operations

(in thousands, except for share amounts and per share

accompanying notes are an integral part of these condensed consolidated financial statements.

Consolidated Statements of Operations

thousands, except for share amounts and per share data)

Three Months Ended

Six Months Ended

Operating expenses:

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Interest income

Total other income (expenses)

Total other expenses, net

BASIC AND DILUTED LOSS PER COMMON SHARE

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BASIC AND DILUTED

The accompanying notes are an integral part of these

condensed consolidated financial statements.

Kairos Pharma, Ltd.

Condensed Consolidated Statements of Shareholders’

Equity (Deficit) (Unaudited)

(in thousands, except share amounts)

accompanying notes are an integral part of these condensed consolidated financial statements.

Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited)

thousands, except share amounts)

Paid-in Capital

Common Stock to be Issued

Paid-in Capital

Balance, December 31, 2024

Proceeds from the sale of pre-funded warrants, net of offering costs

Balance, March 31, 2025 (unaudited)

Issuance of common shares upon the exercise of pre-funded warrants

Fair value of common shares to be issued for vendor advance and deferred offering costs

Common shares issued for cash through equity line of credit, net of expenses

Issuance of common shares recorded as a vendor advance

Fair value of vested restricted stock units

Net loss for the three months ended March 31, 2025

Net loss for the three months ended June 30, 2025

Balance, June 30, 2025 (unaudited)

Balance, December 31, 2024

Fair value of common shares issued for deferred offering costs

Proceeds from the sale of common shares and pre-funded warrants, net of offering costs

Common shares issued for cash through equity line of credit, net of expenses

Issuance of common shares recorded as a vendor advance

Fair value of vested restricted stock units

Net loss for the six months ended June 30, 2025

Balance, June 30, 2025 (unaudited)

Balance, March 31, 2024 (unaudited)

Net loss for the three months ended June 30, 2024

Balance, June 30, 2024 (unaudited)

Balance, December 31, 2023

Net loss for the three months ended March 31, 2024

Net loss for the six months ended June 30, 2024

Balance, March 31, 2024 (unaudited)

The accompanying notes are an integral part of these

condensed consolidated financial statements.

Condensed Consolidated Statements of Cash Flows

(In thousands)

Three Months Ended

accompanying notes are an integral part of these condensed consolidated financial statements.

Consolidated Statements of Cash Flows

Six Months Ended

Cash Flows from Operating Activities

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Amortization expense - intangible asset

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of intangible asset

Amortization of vendor advances

Fair value of vested restricted stock units

Amortization of debt discount

Changes in operating assets and liabilities:

Vendor advances

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Net cash provided by (used in) operating activities

Net cash used in operating activities

Cash Flows from Financing Activities

Sale and exercise of prefunded warrants

Proceeds from the sale and exercise of prefunded warrants

Proceeds from the equity line of credit

Proceeds from notes payable - officers

Payment of deferred offering costs

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Net increase (decrease) in cash

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Common shares issued for vendor advance

The accompanying notes are an integral part of these

condensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(In thousands, except for share amounts and per

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.

Reclassification of deferred offering costs to shareholders’ equity

Accrual for deferred offering costs

accompanying notes are an integral part of these condensed consolidated financial statements.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

thousands, except for share amounts and per share data)

1 – BASIS OF PRESENTATION

of Unaudited Financial Information

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 three months ended March 31, 2025, are not necessarily

indicative of the results that may be expected for the year ending December 31, 2025.

Liquidity and Capital Resources

and Operations

(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.

of Presentation of Unaudited Financial Information

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.

they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial

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, 2025, are not necessarily indicative of the results that may be expected for the

year ending December 31, 2025.

Certain information and note disclosures normally included in the financial statements prepared in accordance

with GAAP have been condensed or omitted pursuant to such rules and regulations.

Accordingly, these unaudited interim consolidated condensed

financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Annual

and Capital Resources

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.

the three months ended March 31, 2025, the Company incurred a net loss of $ 1,262 and used cash in operations of $ 714 .

January 2025, the Company closed a private financing in which the Company received net proceeds of $ 3,145 , and at March 31, 2025,

the Company had cash and cash equivalents totaling $ 3,616 and shareholders’ equity of $ 7,132 .

The Company expects its

current cash reserves to fund the Company’s operations for at least 12 months from the date of this filing.

Company’s ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in

the future, which will primarily be accomplished by raising additional capital to meet its operating needs and repay its liabilities

arising from normal business operations when they come due.

Since inception, the Company has funded its operations primarily through

equity and debt financings and it expects to continue to rely on these sources of capital in the future until it is able to generate

the six months ended June 30, 2025, the Company incurred a net loss of $ 2,684 and used cash in operations of $ 1,519 .

During that period,

the Company closed a private financing in which the Company received net proceeds of $ 3,058 and closed two financings from its Equity

Line of Credit (“ELOC”) for net proceeds of $ 210 .

At June 30, 2025, the Company had cash and cash equivalents totaling $ 3,034

and shareholders’ equity of $ 5,997 .

Subsequent to June 30, 2025, the Company closed an additional financing from its ELOC totaling

net proceeds of $ 3,693 (see Note 7).

The Company expects its current cash reserves to fund the Company’s operations for at least

12 months from the date of this filing.

Company’s ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations

in the future, which will primarily be accomplished by raising additional capital to meet its operating needs and repay its

liabilities arising from normal business operations when they come due.

Since inception, the Company has funded its operations

primarily through equity and debt financings and the Company expects to continue to rely on these sources of capital

until such time as it is able to generate revenue.

assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to

Even if the Company is able to obtain additional financing, such financing may contain undue restrictions on our operations,

in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

in the case of debt financing, or cause substantial dilution to our stockholders, in the case of equity financing.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

accompanying 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.

The accompanying condensed consolidated

financial statements include the accounts of the Company and its wholly owned subsidiary, Enviro Therapeutics, Inc.

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,

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.

Cash equivalents consisted of money market

funds as of March 31, 2025.

There were no cash equivalents as of December 31, 2024.

As of March 31, 2025, the amount of cash equivalents

included in cash and cash equivalents totaled $ 3,504 .

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 the three months ended March 31, 2025 and 2024 was $ 40 , respectively,

with an unamortized balance of $ 182 and $ 222 at March 31, 2025 and December 31, 2024, respectively.

Impairment of Long-Lived

The Company applies the provisions of ASC Topic 360,

Property, Plant, and Equipment , which addresses financial accounting and reporting for the impairment of long-lived assets.

asset that is held and used should be tested for recoverability whenever events or changes in circumstances indicate that the carrying

amount of the asset group may not be recoverable.

of Consolidation

accompanying 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.

The accompanying condensed consolidated financial statements

include the accounts of the Company and its wholly owned subsidiary, Enviro Therapeutics, Inc.

All intercompany

balances and transactions have been eliminated in consolidation.

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 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

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.

Company has not experienced any losses on deposits since its inception.

Company considers all highly liquid investments with original maturities of three months or less on the date of purchase to be cash

The Company’s cash equivalents consisted of $ 2,537 in money market funds as of June 30, 2025.

There were no cash

equivalents as of December 31, 2024.

The underlying securities in the money market funds held by the Company are all government

backed securities.

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 the six months ended June 30, 2025

and 2024 was $ 80 , respectively, with an unamortized balance of $ 142 and $ 222 as of June 30, 2025, and December 31, 2024, respectively.

of Long-Lived Assets

Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment , which addresses financial accounting and reporting

for the impairment of long-lived assets.

A long-lived asset that is held and used should be tested for recoverability whenever events

or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable.

If the estimated undiscounted

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No impairment was recorded relating to the

Company’s intangible asset during the three months ended March 31, 2025 and 2024.

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.

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 three months ended March 31, 2025 and 2024,

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:

Company’s intangible asset during the six months ended June 30, 2025 and 2024.

(Loss) Per Share

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.

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.

the six months ended June 30, 2025 and 2024, 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:

OF POTENTIALLY DILUTIVE SECURITIES

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Restricted stock units

Deferred Offering Costs

Offering Costs

Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity

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As of December

31, 2024, the Company incurred $ 1,377

of deferred offering costs related to the Company’s pending Equity Line of Credit (ELOC) offering.

During the three months

ended March 31, 2025, the Company incurred $ 328

of additional costs related to the ELOC, and as of March 31, 2025, total deferred offering costs were $ 1,705 related to the ELOC.

The ELOC was declared effective on April 24, 2025, and the Company will amortize these costs as cost of capital as

the funds are raised.

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;

31, 2024, the Company incurred $ 1,377 of deferred offering costs related to the Company’s pending Equity Line of Credit (ELOC)

During the six months ended June 30, 2025, the Company incurred $ 328 of additional costs related to the ELOC.

declared effective on April 24, 2025, and the Company will amortize these costs as cost of capital as the funds are raised, based upon

the Company’s estimate of the ultimate funds raised by the ELOC.

During the three and six months ended June 30, 2025, $ 13 of deferred

offering costs were amortized as cost of capital, and as of June 30, 2025, total deferred offering costs were $ 1,692 related to the ELOC.

Value Measurements

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:

1 — Quoted prices in active markets for identical assets or liabilities.

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.

or other inputs that are observable or can be corroborated by observable

market data for substantially the full term of the assets or liabilities.

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.

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

March 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.

Recent Accounting Pronouncements

In November 2024, FASB issued ASU 2024-03 Income Statement—Reporting

Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses.

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;

equivalents consisted of money market funds at June 30, 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.

Accounting Pronouncements

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

We are currently evaluating the provisions of this guidance and assessing the potential impact on our financial statement

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

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.

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.

3 – VENDOR AGREEMENTS

Vendor Advances

Company has entered into various contracts with service providers pursuant to which the Company pays the vendor an advance at the

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As of December 31, 2024, advances to vendors

totaled $ 3,115 , with $ 2,615 being paid in cash and $ 500 being paid with shares of the Company’s common stock (see Note 4).

Amortization expense relating to the vendor advances during the year ended December 31, 2024 was $ 256 , with an unamortized balance

of $ 2,859 as of December 31, 2024.

During the three months ended March 31, 2025, additional advances to vendors totaled $ 156 , with

the advance being paid with shares of the Company’s common stock (see Notes 3 and 4).

Amortization expense relating to the

vendor advances was $ 636 , with an unamortized balance of $ 2,379 as of March 31, 2025.

advances consisted of the following at March 31, 2025, and December 31, 2024:

totaled $ 3,115 ,

being paid in cash and $ 500

being paid in shares of the Company’s common stock (see Note 4).

Amortization expense relating to the vendor advances during

the year ended December 31, 2024 was $ 256 ,

with an unamortized balance of $ 2,859

as of December 31, 2024.

During the six months ended June 30, 2025, an additional advance to a vendor totaled $ 156 ,

with the advance being paid in shares of the Company’s common stock (see Note 4), and amortization expense relating to the

vendor advances was $ 1,298 ,

with an unamortized balance of $ 1,717

as of June 30, 2025.

advances consisted of the following at June 30, 2025, and December 31, 2024:

OF VENDOR ADVANCES

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August 1, 2024, the Company entered into a master service and technology agreement with Prevail Infoworks, Inc.

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

The Company made the advance payment to Prevail in October 2024 and it is included in vendor advances on the accompanying balance

sheet as of March 31, 2025 and December 31, 2024 (see Note 2).

(“Prevail”), pursuant to which Prevail agreed to provide certain clinical research services to the Company.

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 advance payment to Prevail in October 2024 and it is included

in vendor advances on the Company’s balance sheet as of June 30, 2025 and December 31, 2024.

Agreement with PreCheck Health Services, Inc.

September 20, 2024, the Company entered into a bioassay services agreement (the “Bioassay Services Agreement”) with PreCheck

Health Services, Inc., a Florida-based corporation (“PreCheck”).

Pursuant to the Bioassay Services Agreement, PreCheck will

provide certain biomarker screening services for the Company’s ongoing carotuximab (ENV105) clinical trials in order to assist

the Company in identifying lung and prostate cancer patients suitable to the Company’s ongoing Phase 1 clinical trials for lung

cancer patients and Phase 2 clinical trials for patients with castrate resistant prostate cancer.

In exchange for PreCheck’s services,

and according to the terms of the Bioassay Services Agreement, the Company paid $ 900 to PreCheck as an advance for the future laboratory

services to be performed.

The payment of $ 900 is included in vendor advances on the accompanying balance sheet as of March 31, 2025 and

December 31, 2024 (see Note 2).

The term of the agreement is one year from the effective date.

September 20, 2024, the Company entered into a bioassay services agreement (the “Bioassay Services Agreement”) with

PreCheck Health Services, Inc., a Florida-based corporation (“PreCheck”).

Pursuant to the Bioassay Services Agreement,

PreCheck will provide certain biomarker screening services for the Company’s ongoing carotuximab (ENV105) clinical trials in

order to assist the Company in identifying lung and prostate cancer patients suitable to the Company’s ongoing Phase 1

clinical trials for lung cancer patients and Phase 2 clinical trials for patients with castrate resistant prostate cancer.

exchange for PreCheck’s services, and according to the terms of the Bioassay Services Agreement, the Company paid $ 900 to

PreCheck as an advance for the future laboratory services to be performed.

The payment of $ 900 is included in vendor advances on the

Company’s balance sheet as of June 30, 2025 and December 31, 2024.

The term of the agreement is one year from

the effective date.

Agreement with CEO.CA Technologies Ltd.

September 23, 2024, the Company entered into an advisory and consulting services agreement (the “CEO.CA Agreement”) with

CEO.CA Technologies Ltd., a Canadian company (“CEO.CA”), pursuant to which CEO.CA will provide certain internet-based financial

information and communications services for a period of one year for a services fee of $ 250 .

The service fee is an advance on future

services to be performed.

The CEO.CA Agreement includes such services as strategic news placement, news releases, interviews, monthly

analytics and a video launch.

The CEO.CA Agreement contains other customary clauses, including representations and warranties, indemnification

clauses and governing law clauses.

The payment of $ 250 is included in vendor advances on the accompanying balance sheet as of March 31,

2025, and December 31, 2024 (see Note 2).

CEO.CA Technologies Ltd., a Canadian company (“CEO.CA”), pursuant to which CEO.CA will provide certain internet-based

financial information and communications services for a period of one year for a services fee of $ 250 .

The services fee is an

advance on future services to be performed.

The CEO.CA Agreement includes services such as strategic news placement, news releases,

interviews, monthly analytics and a video launch.

The CEO.CA Agreement contains other customary clauses, including representations

and warranties, indemnification clauses and governing law clauses.

The payment of $ 250 is included in vendor advances on the

Company’s balance sheet as of June 30, 2025 and December 31, 2024.

Agreement with Belair Capital Advisors Inc.

September 23, 2024, the Company entered into a strategic advisory agreement (the “Strategic Advisory Agreement”) with Belair

Capital Advisors Inc.

BCA, a venture capital and corporate finance advisory firm, has been a long-term investor

and advisor to the Company and frequently works with early-stage pharmaceutical companies.

The strategic advisory services provided by

BCA consist of corporate strategy, market positioning and long-term growth plans within the pharmaceutical sector, digital marketing

and engagement, market research analysis and business development assistance, among other things.

During the one-year term of the Strategic

Advisory Agreement, in exchange for its services, the Company will pay BCA a $ 365 fee and will issue BCA 50,000 RSUs, which will vest

at the end of six months following the date of issuance.

The payment of $ 365 is included in vendor advances on the accompanying balance

sheet as of March 31, 2025, and December 31, 2024 (see Note 2).

September 23, 2024, the Company entered into a strategic advisory agreement (the “Strategic Advisory Agreement”) with

Belair Capital Advisors Inc.

BCA, a venture capital and corporate finance advisory firm, has been a long-term

investor and advisor to the Company and frequently works with early-stage pharmaceutical companies.

The strategic advisory services

provided by BCA consist of corporate strategy, market positioning and long-term growth plans within the pharmaceutical sector,

digital marketing and engagement, market research analysis and business development assistance, among other things.

one-year term of the Strategic Advisory Agreement, in exchange for its services, the Company will pay BCA a $ 365 fee and will issue

BCA 50,000 RSUs, which will vest at the end of six months following the date of issuance.

The payment of $ 365 is included in vendor

advances on the Company’s balance sheet as of June 30, 2025 and December 31, 2024.

Agreement with Cross Current Capital LLC

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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 , calculated at 367,647 shares (the “Shares”) as of the date of the agreement.

The term of the Consulting Agreement

is 24 months and can be extended for another 12 months with the written consent of both parties.

The Company made the $ 200 payment in

October 2024.

The payment of $ 200 and the value of the shares issued of $ 500 are included in vendor advances on the accompanying balance

sheet as of March 31, 2025, and December 31, 2024 (see Note 2).

367,647 shares issued in 2024 were subject to a “true up” on April 1, 2025, at which time additional shares will be issued

to the Advisor (or returned by the Advisor to the Company) in order to ensure the shares are valued at $ 500 as of April 1, 2025.

1, 2025, the Company issued an additional 166,541 shares of its common stock to the Advisor.

The fair value of the additional shares on

the date of grant was $ 156 .

The Company recorded the shares as common stock to be issued as of March 31, 2025, and recorded the fair

value of the shares as a vendor advance as of the same date (see Notes 2 and 4).

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 , calculated at 367,647

shares (the “Shares”) as of the date of the agreement.

The term of the Consulting Agreement is 24 months and can be extended for another 12 months with the written consent of both parties.

The Company made the $ 200

payment in October 2024.

The payment of $ 200

and the $ 500

value of the shares issued are

included in vendor advances on the Company’s balance sheet as of June 30, 2025 and December 31, 2024.

shares issued in 2024 were subject to a “true up” on April 1, 2025, at which time additional shares will be issued to

the Advisor (or returned by the Advisor to the Company) in order to ensure the shares are valued at $ 500

as of April 1, 2025.

The April 1, 2025 “true up” resulted in the Company issuing an additional 166,541

shares of its common stock to the Advisor.

The fair value of the additional shares on the date of grant was $ 156 .

The Company recorded the shares as Common stock to be issued as of March 31, 2025, and recorded the fair value of the shares as a

vendor advance as of the same date.

During the three months ended June 30, 2025, the 534,188

shares were issued to the Advisor.

with Helena Global Investment Opportunities

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Equity Line of Credit.

In exchange for the Equity Line of Credit, the Company is obligated to issue Helena a certain number of shares

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.

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The Company accounted

for the value of the shares issued as deferred offering costs (see Note 2).

for the value of the shares issued as deferred offering costs.

The shares vested on the date of the agreement, were issued

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to a registration statement on Form S-1.

April 24, 2025, the Company issued another 384,459 shares of its common stock to Helena.

The fair value of the shares on the date of

grant was $ 328 .

The Company recorded the shares as common stock to be issued as of March 31, 2025, and recorded the fair value of the

shares as deferred offering costs as of the same date (see Notes 2 and 4).

NOTE 4 – SHAREHOLDERS’ EQUITY

Authorized Shares

The Company’s Certificate

of Incorporation, as filed with the State of Delaware on May 10, 2023, following the Company’s conversion from a California corporation

into a Delaware corporation, authorizes the Company to issue up to 120,000,000 shares, consisting of 100,000,000 shares of common stock,

par value of $ 0.001 per share, and 20,000,000 shares of preferred stock, par value $ 0.001 per share.

Holders of shares of common stock

have full voting rights, one vote for each share held of record.

Shareholders are entitled to receive dividends as may be declared by

the board of directors out of funds legally available and share pro rata in any distributions with shareholders upon liquidation.

have no conversion, pre-emptive or subscription rights.

April 24, 2025, after the Company’s resale registration statement became effective, the Company issued an additional 384,459

shares of its common stock to Helena.

The fair value of the shares on the date of grant was $ 328 .

The Company recorded the shares as Common stock to be issued as of March 31, 2025, and recorded the fair value of the shares as

deferred offering costs as of the same date.

4 – SHAREHOLDERS’ EQUITY

Company’s Certificate of Incorporation, as filed with the State of Delaware on May 10, 2023, following the Company’s

conversion from a California corporation into a Delaware corporation, authorizes the Company to issue up to 120,000,000 shares,

consisting of 100,000,000 shares of common stock, par value of $ 0.001 per share, and 20,000,000 shares of preferred stock, par value

$ 0.001 per share.

Holders of shares of common stock have full voting rights, with one vote for each share held of record.

Shareholders are entitled to receive dividends as may be declared by the board of directors out of funds legally available and share

pro rata in any distributions with shareholders upon liquidation.

Shareholders have no conversion, pre-emptive or subscription

All outstanding shares of common stock are fully paid and non-assessable.

March 31, 2025 and December 31, 2024 there were 15,825,118 and 13,736,597 shares of common stock issued and outstanding, respectively,

and no shares of preferred stock outstanding, respectively.

Common Stock Issued

for Cash Upon Closing of the Company’s Private Financing

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).

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, will be exercisable six months from issuance and will expire five and a half years from the issuance

the three months ended March 31, 2025, the investor exercised 2,010,000

shares of the pre-funded warrants and as of March 31, 2025, there were 490,000

pre-funded shares remaining unexercised.

Adoption of the

2023 Equity Incentive Plan

July 2023, the Company’s board of directors and stockholders adopted the 2023 Equity Incentive Plan (the “2023

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, RSU 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 March 31, 2025 and December 31, 2024, a total

shares remained available for issuance under the 2023 Plan.

Grant of Restricted

Stock Units (RSUs)

The following

table summarizes restricted common stock activity during the three months ended March 31, 2025:

As of June 30, 2025 and December 31, 2024, there

were 17,743,765 and 13,736,597 shares of common stock issued and outstanding, respectively, and no shares of preferred stock

Stock Issued for Cash Upon Closing of the Company’s Private Financing

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 .

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, will be exercisable six months from 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.

Stock Issued for Cash Upon Exercise of the Company’s Equity Line of Credit (ELOC)

the three and six months ended June 30, 2025, in connection with its 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 three and six months ended June 30, 2025.

to June 30, 2025, in connection with its ELOC agreement with Helena, the Company sold 3,000,000 shares of its common stock to Helena

for net proceeds of $ 3,693 , excluding certain related costs.

The shares were issued to Helena in July 2025 (see Note 7).

of the 2023 Equity Incentive Plan

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 (“RSU”) awards, performance awards and other forms of stock

compensation to employees, directors and consultants, including employees and consultants of the Company’s affiliates.

a total of 1,650,000 shares of common stock were initially reserved for issuance under the 2023 Plan.

As of June 30, 2025, and December

31, 2024, a total of 1,457,880 shares remained available for issuance under the 2023 Plan.

of Restricted Stock Units (RSUs)

following table summarizes restricted common stock activity during the six months ended June 30, 2025:

OF RESTRICTED COMMON STOCK ACTIVITY

Restricted Shares

Weighted Average Grant Date Fair

Average Grant

Unvested, December 31, 2024

Unvested, March 31, 2025

On September 23, 2024, the Company entered into a

strategic advisory agreement with Belair Capital Advisors Inc.

During the one-year term of the agreement, in exchange

for its services, the Company issued Belair 50,000 RSUs, which vest six months from the date of issuance.

The fair value of the shares

on the date of grant was $ 100 , which value will be amortized over the one-year service period of the agreement.

None of these shares vested

or were issued during the year ended December 31, 2024.

During the three months ended March 31, 2025, the 50,000 RSUs vested and the shares

were issued to Belair.

Unvested, June 30, 2025

September 23, 2024, the Company entered into a strategic advisory agreement with Belair Capital Advisors Inc.

During the one-year term of the agreement, in exchange for its services, the Company issued Belair 50,000 RSUs, which vest six months

from the date of issuance.

The fair value of the shares on the date of grant was $ 100 , which value will be amortized over the one-year

service period of the agreement.

None of these shares vested or were issued during the year ended December 31, 2024.

During the six months

ended June 30, 2025, the 50,000 RSUs vested and the shares were issued to Belair.

the closing of the Company’s IPO, the Company entered into agreements with each of its four officers.

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two-year periods and are subject to full acceleration of vesting upon the sale of the Company.

Upon the closing of the

Company’s IPO in September 2024, the Company granted the officers 92,000

Upon the closing of the Company’s

IPO in September 2024, the Company granted the officers 92,000 RSUs.

The fair value of the shares on the date of grant was $ 226 .

of these RSUs vested during the year ended December 31, 2024.

During the three months ended March 31, 2025, a total of 28,521

RSUs vested and the shares were issued to the officers.

Upon the closing of the Company’s IPO, the Company

entered into agreements with each of its three independent directors.

The Company’s policy provides that, upon initial election

or appointment to its board of directors, each new non-employee director will be granted a one-time grant, or Director Initial Grant,

with a value of $ 50 of RSUs that will vest in substantially equal annual installments over a period of three years.

The Director Initial

Grant is subject to full acceleration vesting upon the sale of the Company, in accordance with the terms of the Company’s 2023 Plan.

In 2024, a total of 30,000 RSUs were granted to the directors.

During the six months ended June 30, 2025, a total of 28,521 RSUs vested,

and the shares were issued to the officers.

the closing of the Company’s IPO, the Company entered into agreements with each of its three independent directors.

Company’s policy provides that, upon initial election or appointment to the board of directors, each new non-employee director

will be granted a one-time grant, or Director Initial Grant, with a value of $ 50 of RSUs that will vest in substantially equal

annual installments over a period of three years.

The Director Initial Grant is subject to full acceleration of vesting upon the

sale of the Company, in accordance with the terms of the Company’s 2023 Plan.

In 2024, a total of 30,000 RSUs were granted to

the directors.

The fair value of the shares on the date of grant was $ 74 .

During the three

months ended March 31, 2025, an additional 20,120 RSUs was granted to the Company’s new director with a fair value of $ 31 .

of these RSUs had vested as of the three months ended March 31, 2025 or the year ended December 31, 2024.

During the three months ended March 31, 2025, the

Company recorded $ 76 of stock compensation-related expense for the fair value vesting of restricted common stock.

As of March 31, 2025,

$ 280 of unamortized compensation remained.

Stock Warrants

The table below summarizes the Company’s warrant

activities for three months ended March 31, 2025:

During the six months ended June 30, 2025, an additional

20,120 RSUs were granted to the Company’s new director with a fair value of $ 31 .

None of these RSUs had vested as of the six

months ended June 30, 2025 or the year ended December 31, 2024.

the six months ended June 30, 2025, the Company recorded $ 153 of stock compensation-related expense for the fair value vesting of restricted

common stock.

As of June 30, 2025, $ 192 of unamortized compensation remained.

table below summarizes the Company’s warrant activities for six months ended June 30, 2025:

OF WARRANT ACTIVITY

Balance, December 31, 2024

$ 2.40 - 4.80

Average Exercise

December 31, 2024

( 2,500,000 )

Forfeited/Expired

Balance, March 31, 2025

$ 0.001 – 4.80

Vested and exercisable, March 31, 2025

The following table summarizes information concerning

outstanding and exercisable warrants as of March 31, 2025:

June 30, 2025

and exercisable, June 30, 2025

following table summarizes information concerning outstanding and exercisable warrants as of June 30, 2025:

OF OUTSTANDING AND EXERCISABLE WARRANTS

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$ 0.40 - 0.46

Warrant Grants

$ 1.40 - 4.80

January 14, 2025, as amended on January 16, 2025, the Company entered into a securities purchase agreement (“SPA”) and

registration rights agreement with a select investor.

In connection with the agreement, on January 16, 2025, the Company issued the

investor a pre-funded warrant to purchase up to 2,500,000

shares of the Company’s common stock at an exercise price of $ 0.001

In connection with the agreement, on January 16, 2025, the Company issued to

the investor a pre-funded warrant to purchase up to 2,500,000 shares of the Company’s common stock at an exercise price of

$ 0.001 per share.

The warrant is immediately exercisable and will expire when exercised in full.

The investor also received a warrant to

purchase up to 3,750,000

shares of the Company’s common stock at an exercise price of $ 1.40

warrant will be exercisable six months from the date of issuance and will expire five years from the issuance

January 16, 2025, the Company issued a warrant to purchase common stock to the underwriters of the SPA for the purchase of 175,000

shares of the Company’s common stock at an exercise price of $ 1.40

The warrant vested upon grant.

The warrant was issued to the underwriters as they were the placement agents for the SPA

warrant expires five years from the date of grant.

Warrant Exercises

During the three months ended

March 31, 2025, the SPA investor exercised 2,010,000 shares of the pre-funded warrant, and as of March 31, 2025, there 490,000 shares

remained unexercised.

The intrinsic value for warrant

shares outstanding as of March 31, 2025 was $ 458 .

Stock to be Issued

The Company has entered into

agreements with certain vendors as describes in Note 3 that require the issuance of additional shares of common stock based upon a

defined true calculation.

As of March 31, 2025, the vendors became due an aggregate of 551,100

shares of common stock with an aggregate fair value of $ 484 .

The shares were issued in April 2025 and have been reflected as common stock issuable as of March 31, 2025.

discussion at Note 5.

During the six months ended June

30, 2025, the SPA investor exercised 2,500,000 shares of the pre-funded warrant, and as of June 30, 2025, there were no shares

remaining unexercised.

The investor also received a warrant to purchase up to 3,750,000 shares of the Company’s common stock

at an exercise price of $ 1.40 per share.

The warrant will be exercisable six months from the date of issuance (July 2025) and will

expire five years from the issuance date.

None of the warrant shares were exercisable as of June 30, 2025.

conjunction with closing on the SPA, on January 16, 2025, the Company issued a warrant to purchase 175,000 shares of the

Company’s common stock, exercisable at $ 1.40 per share, to the placement agents to the SPA (the “Placement

The warrant vested upon grant and expire five years from the date of grant.

May and June 2025, in conjunction with the Company’s exercise of the ELOC, the Company issued warrants to purchase 35,700

shares of common stock to the Placement Agents at exercise prices of $ 0.40 and $ 0.46 per share.

The warrants vested upon grant and

expire five years from the date of grant.

intrinsic value for warrant shares outstanding as of June 30, 2025 was $ 4 .

5 – COMMITMENTS AND CONTINGENCIES

Kairos Exclusive License Agreements with

Cedars-Sinai Medical Center (Cedars)

The Company has entered into 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:

Methods of use of compounds that bind to RelA of NFkB;

Composition and methods for treating fibrosis;

Compositions and methods for treating cancer and autoimmune diseases;

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

$ 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;

Exclusive License Agreements with Cedars-Sinai Medical Center (Cedars)

Company has entered into 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:

of use of compounds that bind to RelA of NFkB;

and methods for treating fibrosis;

and methods for treating cancer and autoimmune diseases;

of generating activated T cells for cancer therapy.

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:

upon the successful completion of a Phase I clinical trial;

(for items 1 and 2) and $ 500 (for item 3) upon the successful completion of a Phase II clinical trial for a product and receipt of

Food and Drug Administration (“FDA”) approval for a Phase III clinical trial;

upon receipt of FDA approval of a new drug application or equivalent foreign regulatory approval in a non-United States major commercial

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

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;

upon the successful completion of a Phase I clinical trial;

upon the successful completion of a 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;

upon receipt of FDA approval of a new drug application;

upon cumulative net sales exceeding $ 50,000 .

Enviro Therapeutics

On June 2, 2021, the Company’s 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:

June 2, 2021, the Company’s 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.

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Neil Bhowmick and others.

In exchange for each of the licenses, Enviro is required

to pay an upfront license fee in the mid four-figures and low-five figures, respectively.

Enviro is 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 shall also 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

derives 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 is 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;

exchange for each of the licenses, Enviro is required to pay an upfront license fee in the mid four-figures and low-five figures, respectively.

Enviro is 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 shall also 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 derives 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.

is also required to pay Cedars in connection with achieving the following Payment Milestones relating to products derived from the patent

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 Enviro-Cedars License Agreements, the required milestone payments would total in the mid-to-high

seven-figures.

Pursuant to the Enviro-Cedars License Agreements,

Enviro is obligated to meet the following Commercialization Milestones.

Pursuant to the Enviro-Cedars License Agreement (Endoglin Antagonism),

Enviro is 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 is 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 Enviro-Cedars 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

and cumulative net

sales exceeding $ 100,000 .

If all of these payment milestones are met among both of the Enviro-Cedars License Agreements, the required

milestone payments would total in the mid-to-high seven-figures.

to the Enviro-Cedars License Agreements, Enviro is obligated to meet the following Commercialization Milestones.

Pursuant to the Enviro-Cedars

License Agreement (Endoglin Antagonism), Enviro is 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.

to the Enviro-Cedars License Agreement (Mitochondrial DNA), Enviro is 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.

Enviro-Cedars 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;

of royalties or if Enviro fails to undertake commercially reasonable efforts to exploit the patent rights or future patent rights;

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.

performance by either party jeopardizes the licensure, accreditation or tax exempt status of Cedars or the agreement is deemed illegal

by a governmental body;

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.

the Company’s knowledge, it is not currently the subject of any material legal proceeding.

5 unchanged sentences

6 – 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:

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.

segment expenses include research and development, officer compensation, insurance, and stock-based compensation.

Operating expenses

include all of 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:

OF SEGMENT EXPENSES

Three Months Ended

Six Months Ended

Research and development, less officer compensation

3 unchanged sentences

Other income (expenses)

NOTE 7 – SUBSEQUENT EVENTS

April 1, 2025, the Company issued 166,541

shares of its common stock to Cross Current in connection with its agreement with Cross Current (see Notes 3 and 4).

On April 24, 2025, the Company issued 384,459

shares of its common stock to Helena in connection with its agreement with Helena (see Notes 3 and 4).

7 – SUBSEQUENT EVENTS

July 2025, in connection with the ELOC agreement with Helena, the Company sold 3,000,000

shares of its common stock to Helena for net proceeds of $ 3,693 ,

excluding certain related costs.

The shares were issued to Helena in July 2025 (see Note 4).

In conjunction with the Company’s exercise of the ELOC, the Company

issued warrants to purchase 210,000 shares of common stock to the Placement Agents at exercise prices of $ 0.40 and $ 0.46 per share.

warrants vested upon grant and expire five years from the date of grant.

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-Q

Item 1. Financial Statements