UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On June 10, 2025, Kairos Pharma, Ltd., a Delaware corporation (the “Company”), entered into a services agreement (the “Services Agreement”) with Barretto Pacific Corporation (“BPC”) pursuant to which BPC agreed to provide certain services, including, disseminating public information about the Company, its business and affairs, communicating on an ongoing basis with members of the brokerage and investment community in the U.S., identifying investor conferences where the Company’s management may be invited to attend, and reviewing the Company’s proposed news releases, among other things. BPC will provide services for a one year period in exchange for a services fee of $170,000, which will be paid in monthly increments. The Services Agreement also contains other customary clauses, including expense reimbursement, indemnification, term and termination, and governing law clauses.
The foregoing summary of the terms and conditions of Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is attached hereto as Exhibits 10.1 and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 10, 2025, Kairos Pharma Ltd., a Delaware corporation (the “Company”), held its annual meeting of stockholders (the “Annual Meeting”) to vote on the following matters:
| 1. | Election of Directors. |
All of the following four nominees were elected to the Company’s board of directors, in accordance with the voting results listed below, to serve for a term of one year, until the next Annual Meeting and until their successors have been duly elected and have qualified.
| Nominee | For | Against | Withheld | Broker Non-Votes | ||||
| John S. Yu, M.D. | 10,378,376 | 0 | 23,773 | 1,100,419 | ||||
| Hyun W. Bae, M.D. | 10,377,019 | 0 | 25,130 | 1,100,419 | ||||
| Hansoo Michael Keyoung, M.D., Ph.D. | 10,378,376 | 0 | 23,773 | 1,100,419 | ||||
| Rahul Sighvi, Sci.D., MBA | 10,378,375 | 0 | 23,774 | 1,100,419 |
| 2. | Ratification of the Company’s Independent Auditors. |
Stockholders ratified the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, in accordance with the voting results below.
| For | Against | Abstain | Broker Non-Votes | ||||
| 11,130,850 | 31,741 | 339,977 | - |
| 3. | Approval of the Company’s Executive Compensation. |
Stockholders approved (on an advisory basis) the Company’s executive compensation.
| For | Against | Abstain | Broker Non-Votes | ||||
| 10,022,900 | 16,834 | 362,415 | 1,100,419 |
| 4. | Approval of the frequency of voting on the Company’s executive compensation. |
Stockholders approved the advisory vote on conducting advisory votes on executive compensation once every year.
| For | Abstain | Broker Non-Votes | |||||
| 1 Year | 10,040,885 | 339,673 | - | ||||
| 2 Years | 7,833 | 339,673 | - | ||||
| 3 Years | 13,758 | 339,673 | - |
| 5. | Approval of the Issuance of in Excess of 20% of the Company’s Common Stock at A Price Below “Minimum Price” in Compliance with Section 713 of The NYSE American LLC Company Guide. |
Stockholders approved the issuance of in excess of 20% of the Company’s common stock at a price below “minimum price” in compliance with section 713 of the NYSE American LLC Company Guide.
| For | Against | Abstain | Broker Non-Votes | ||||
| 10,765,370 | 623,989 | 113,209 | - |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
| 99.1 | Services Agreement, dated June 10, 2025, between Kairos Pharma Ltd and the Company and Barretto Pacific Corporation. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 12, 2025 | KAIROS PHARMA, LTD. | |
| By: | /s/ John S. Yu | |
| John S. Yu | ||
| Chief Executive Officer | ||