Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive
Agreement.
Amendments to Purchase Agreement
As
previously disclosed in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
November 14, 2024, Kairos Pharma, Ltd. (the “Company”) entered into a purchase agreement with Helena Global Investment
Opportunities I Ltd. (“Helena”), dated November 12, 2024 (the “Purchase Agreement”), pursuant to which the
Company established an equity line of credit with Helena (the “ELOC”). On February 4, 2026, the Company and Helena
executed an amendment to the Purchase Agreement (the “First Amendment”) pursuant to which the purchase price was
adjusted to 97% of the average daily VWAP during the Pricing Period (as defined in the Purchase Agreement). On October 26, 2026, the
Company and Helena executed a second amendment to the Purchase Agreement (the “Second Amendment”) pursuant to which the
applicable Pricing Period was shortened from three Trading Days to one Trading Day (as such term is defined in the Purchase
Agreement). And on October 29, 2026, the Company entered into a third amendment to the Purchase Agreement (the “Third
Amendment”) for purposes of extending the option to use the ELOC an additional year until December 31, 2028. The Third
Amendment in combination with the First Amendment and Second Amendment constitute a material change to the Purchase
Agreement. Accordingly, the Company is disclosing the First Amendment, Second Amendment and Third Amendment herein.
The
foregoing is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the Purchase
Agreement, the First Amendment, the Second Amendment and the Third Amendment, copies of which are filed herewith as Exhibits
10.1,10.2 and 10.3, respectively, and incorporated by reference herein.
Item
8.01. Other Events.
On
November 3, 2026, the Company issued a press release announcing that the Company’s President and Chief Scientific Officer, Neil
Bhowmick, will be presenting on the Company’s interim efficacy data from the Company’s ongoing clinical trials evaluating
ENV-105 (carotuximab) at the United Scientific Group’s 11 th International Conference on Cancer Research & Drug Development
in Houston, Texas on November 3, 2026. At the conference, Dr. Bhowmick will present a slide presentation, which is furnished as Exhibit
99.1 hereto. A copy of the press release is furnished herewith as Exhibit 99.2.
The
information in this Item 8.01 to the Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 furnished herewith,
is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current
Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item
9.01. Financial Statement and Exhibits.
(d)
Exhibits.
Exhibit Description
No.
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10.1 Purchase
Agreement, dated November 12, 2024, by and between Kairos Pharma, Ltd. and Helena Global Investment Opportunities I Ltd. (incorporated
by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on November 14, 2024)
10.2 First Amendment to Purchase Agreement, dated February
4, 2026, between Kairos Pharma, Ltd. And Helena Global Investment Opportunities I Ltd.
10.3 Second Amendment to Purchase Agreement, dated October
26, 2026, between Kairos Pharma, Ltd. and Helena Global Investment Opportunities I Ltd.
10.4 Third Amendment to Purchase Agreement, dated October
29, 2026, between Kairos Pharma, Ltd. and Helena Global Investment Opportunities I Ltd.
99.1 Conference Presentation dated November 3, 2026
99.2 Press Release dated November 3, 2026
104 Cover Page Interactive Data File (embedded within the
Inline XBRL document).