Kairos Pharma, LTD. 10-Q

Item 1: Financial Statements. Kairos Pharma, Ltd. Condensed Consolidated Balance Sheets (In thousands, except for share amounts and par value data) June 30, December 31, 2025 2024 (Unaudited) ASSETS Current Assets Cash and cash equivalents $ 3,034 $ 1,272 Vendor advances, net 1,717 2,859 Prepaid expenses and other current assets 88 38 Total Current Assets 4,839 4,169 Deferred offering costs 1,692 1,377 Intangible assets, net 142 222 Total Other Assets 1,834 1,599 TOTAL ASSETS $ 6,673 $ 5,768 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Accounts payable and accrued expenses $ 676 $ 992 Total Current Liabilities 676 992 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; 17,743,765 and 13,736,597 shares issued and outstanding, respectively; 18 14 Additional paid-in capital 17,478 13,577 Accumulated deficit ( 11,499 ) ( 8,815 ) Total Shareholders’ Equity 5,997 4,776 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 6,673 $ 5,768 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Kairos Pharma, Ltd. Condensed Consolidated Statements of Operations (in thousands, except for share amounts and per share data) 2025 2024 2025 2024 Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 (Unaudited) (Unaudited) Revenues $ - $ - $ - $ - Operating expenses: Research and development 496 63 989 228 General and administrative 960 159 1,733 286 Total operating expenses 1,456 222 2,722 514 Loss from operations ( 1,456 ) ( 222 ) ( 2,722 ) ( 514 ) Other income (expenses): Interest expense - ( 12 ) - ( 23 ) Debt discount amortization - ( 19 ) - ( 39 ) Interest income 34 - 38 - Total other expenses, net 34 ( 31 ) 38 ( 62 ) NET LOSS $ ( 1,422 ) $ ( 253 ) $ ( 2,684 ) $ ( 576 ) BASIC AND DILUTED LOSS PER COMMON SHARE $ ( 0.08 ) $ ( 0.02 ) $ ( 0.16 ) $ ( 0.05 ) WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED 17,213,017 10,562,640 16,307,308 10,562,640 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Kairos Pharma, Ltd. Condensed Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited) (in thousands, except share amounts) Shares Amount Paid-in Capital Deficit Total Common Stock Additional Accumulated Shares Amount Paid-in Capital Deficit Total 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 Fair value of common shares 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, March 31, 2024 (unaudited) 10,562,640 $ 11 $ 4,123 $ ( 6,535 ) $ ( 2,401 ) Net loss for the three months ended June 30, 2024 - - - ( 253 ) ( 253 ) Balance, June 30, 2024 (unaudited) 10,562,640 $ 11 $ 4,123 $ ( 6,788 ) $ ( 2,654 ) Balance, December 31, 2023 10,562,640 $ 11 $ 4,123 $ ( 6,212 ) $ ( 2,078 ) Balance 10,562,640 $ 11 $ 4,123 $ ( 6,212 ) $ ( 2,078 ) Net loss for the six months ended June 30, 2024 - - - ( 576 ) ( 576 ) Net loss - - - ( 576 ) ( 576 ) Balance, March 31, 2024 (unaudited) 10,562,640 $ 11 $ 4,123 $ ( 6,788 ) $ ( 2,654 ) Balance 10,562,640 $ 11 $ 4,123 $ ( 6,788 ) $ ( 2,654 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Kairos Pharma, Ltd. Condensed Consolidated Statements of Cash Flows (In thousands) 2025 2024 Six Months Ended June 30, 2025 2024 (Unaudited) Cash Flows from Operating Activities Net loss $ ( 2,684 ) $ ( 576 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of intangible asset 80 80 Amortization of vendor advances 1,298 - Fair value of vested restricted stock units 153 - Amortization of debt discount - 39 Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 50 ) ( 9 ) Accounts payable and accrued expenses ( 316 ) 334 Net cash used in operating activities ( 1,519 ) ( 132 ) Cash Flows from Financing Activities Proceeds from the sale and exercise of prefunded warrants 3,058 - Proceeds from the equity line of credit 223 - Proceeds from notes payable - officers - 102 Payment of deferred offering costs - ( 42 ) Net cash provided by financing activities 3,281 60 Net increase (decrease) in cash 1,762 ( 72 ) Cash and cash equivalents, beginning of period 1,272 93 Cash and cash equivalents, end of period $ 3,034 $ 21 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 advance $ 156 $ - Reclassification of deferred offering costs to shareholders’ equity $ 13 $ - Accrual for deferred offering costs $ - $ 166 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, 2025 AND 2024 (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, 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 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. During 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. The 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. 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, such financing may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution to our stockholders, in the case of equity financing. 7 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation The 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. GAAP”). The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Enviro Therapeutics, Inc. (“Enviro”). 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 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 $ 2,537 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. 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 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. Impairment of Long-Lived Assets 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. 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 future cash flows are less than the carrying value, an impairment determination is required. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. No impairment was recorded relating to the Company’s intangible asset during the six months ended June 30, 2025 and 2024. 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. 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, 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: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES June 30, 2025 June 30, 2024 Warrants to purchase common stock 4,088,888 150,000 Restricted stock units 113,599 — Total 4,202,487 150,000 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 Statement of Operations. 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 six months ended June 30, 2025, the Company incurred $ 328 of additional costs 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, 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. 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, 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 In 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, 2024, advances to vendors totaled $ 3,115 , with $ 2,615 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. Vendor advances consisted of the following at June 30, 2025, and December 31, 2024: SCHEDULE OF VENDOR ADVANCES June 30, 2025 December 31, 2024 Prevail Infoworks (a) $ 900 $ 900 PreCheck Health Services (b) 900 900 CEO.CA Technologies (c) 250 250 Belair Capital Advisors (d) 365 365 Cross Current Capital (e) 856 700 Vendor advances, gross 3,271 3,115 Less: accumulated amortization ( 1,554 ) ( 256 ) Vendor advances, net $ 1,717 $ 2,859 (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 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. 10 (b) Kairos Agreement with PreCheck Health Services, Inc. On 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 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. (c) Kairos Agreement with CEO.CA Technologies Ltd. On 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 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. (d) Kairos Agreement with Belair Capital Advisors Inc. On September 23, 2024, the Company entered into a strategic advisory agreement (the “Strategic Advisory Agreement”) with Belair Capital Advisors Inc. (“BCA”). 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 Company’s balance sheet as of June 30, 2025 and December 31, 2024. (e) 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 , 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. 11 The 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. 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. 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 will become available to the Company at such time as it files a registration statement on Form S-1 registering the shares issuable under the Equity Line of Credit. 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 are subject to a “true up” based upon the value of the stock at the time the company files and obtains effectiveness of a registration statement registering the shares for resale. In addition, the Company agreed to register such shares for resale pursuant to a registration statement on Form S-1. On 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. NOTE 4 – SHAREHOLDERS’ EQUITY Common Stock 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, 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 rights. All outstanding shares of common stock are fully paid and non-assessable. 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 outstanding. 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, 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. 12 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 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. Subsequent 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). 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 (“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 June 30, 2025, and December 31, 2024, a total of 1,457,880 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 six months ended June 30, 2025: SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY Number of Restricted Shares Fair Value Weighted Average Grant Date Fair Value Unvested, December 31, 2024 172,000 $ 314 $ 1.83 Granted 20,120 31 2.49 Vested ( 78,521 ) ( 153 ) 1.95 Forfeited — — — Unvested, June 30, 2025 113,599 $ 192 $ 1.86 On September 23, 2024, the Company entered into a strategic advisory agreement with Belair Capital Advisors Inc. (“Belair”). 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. Upon the closing of the Company’s IPO, the Company entered into agreements with each of its four officers. Such agreements provided for annual grants of RSUs in accordance with the terms of the Company’s 2023 Equity Incentive Plan. The RSUs vest over one- or 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 RSUs. The fair value of the shares on the date of grant was $ 226 . None of these RSUs vested during the year ended December 31, 2024. During the six months ended June 30, 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 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 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. During 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. 13 Stock Warrants The table below summarizes the Company’s warrant activities for six months ended June 30, 2025: SCHEDULE OF WARRANT ACTIVITY Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, December 31, 2024 278,188 $ 2.40 - 4.80 $ 4.29 Granted 6,460,700 0.001 – 1.40 0.85 Cancelled — — — Exercised ( 2,500,000 ) 0.001 0.001 Forfeited/Expired ( 150,000 ) 4.17 4.17 Balance, June 30, 2025 4,088,888 $ 0.40 – 4.80 $ 1.49 Vested and exercisable, June 30, 2025 338,888 $ 0.40 – 4.80 $ 2.45 The following table summarizes information concerning outstanding and exercisable warrants as of June 30, 2025: 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 35,700 4.92 0.46 35,700 4.92 0.46 1.40 - 2.40 3,944,688 4.49 $ 1.40 194,688 4.26 $ 1.50 4.80 108,500 4.25 4.80 108,500 4.25 4.80 $ 1.40 - 4.80 4,088,888 4.44 $ 1.49 338,888 4.32 $ 2.45 Warrant Grants On 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 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. 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. In 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 Agents”). The warrant vested upon grant and expire five years from the date of grant. 14 In 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. The intrinsic value for warrant shares outstanding as of June 30, 2025 was $ 4 . NOTE 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: 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 completion of a Phase I clinical trial; ● $ 250 (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; ● $ 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 completion of a Phase I clinical trial; ● $ 250 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; ● $ 1,500 upon receipt of FDA approval of a new drug application; and ● $ 2,500 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: ● 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. 15 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; 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 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. Legal Matters To the Company’s knowledge, it is not currently the subject of any material legal proceeding. In the future, 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. 16 NOTE 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 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: SCHEDULE OF SEGMENT EXPENSES 2025 2024 Six Months Ended June 30, 2025 2024 Revenue $ — $ — Less: Research and development, less officer compensation 899 228 Officer compensation and wages 200 — Insurance 203 21 Stock-based compensation 153 — Operating expenses 1,267 265 Other income (expenses) 38 ( 62 ) NET LOSS $ ( 2,684 ) $ ( 576 ) NOTE 7 – SUBSEQUENT EVENTS In 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. The warrants vested upon grant and expire five years from the date of grant. 17