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Current Report · Items 1.01, 8.01, 9.01 · 8-K

Kairos Pharma, Ltd.

KAPANYSE_AMERICANEQUITYCurrent

Entry into a Material Definitive Agreement · Other Events

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.…

Filed Nov 3, 2026Accepted Nov 3, 2026, 11:50 AM ESTCIK 1962011Accession 0001493152-26-049744
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Press release in this filing

Kairos Pharma, LTD. press release →

Company context

Current securities

Recent company filings

  1. Other EventsNov 5, 2026
  2. Other EventsOct 6, 2026
  3. Regulation FD DisclosureSep 14, 2026
  4. Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Regulation FD DisclosureAug 21, 2026
  5. 10-Q filingAug 12, 2026

Registered securities in this filing

Kairos Pharma, Ltd. · 8-K · Filed 2026-11-03

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $0.001 per share

Symbol
KAPA
Exchange
NYSEAMER
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-10-29

Dimensions: Not supplied

Accession 000149315226049744 · 1 registered-security cover member

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Disclosure sections

Items 1.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

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. ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 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).
Filed exhibits (2)
EX-99.2 (by filename) ex99-2.htm

Exhibit 99.2 Kairos Pharma Presents at United Scientific Group’s 11th International Conference on Cancer Research & Drug Development Houston conference serves as a platform devoted to advancing the field of basic, preclinical, and translational cancer research LOS ANGELES - November 3, 2026 - Kairos Pharma, Ltd. (NYSE American: KAPA), a clinical-stage biopharmaceutical company addressing drug resistance in cancer, announces that Neil Bhowmick, President and Chief Scientific Officer, presents today on Kairos Pharma’s lead candidate ENV-105 and its interim efficacy results at the United Scientific Group’s 11 th International Conference on Cancer Research & Drug Development (Cancer R&D 2026) in Houston, TX. Kairos Pharma’s current programs with ENV-105, a first-in-class CD105/BMP signaling inhibitor, include a Phase 1 trial in EGFR-driven non-small cell lung cancer and a Phase 2 trial for castration-resistant prostate cancer and an ongoing Phase 2 clinical trial evaluating ENV-105 (carotuximab) in combination with apalutamide in patients with metastatic castration-resistant prostate cancer (mCRPC). The positive interim analysis demonstrated a statistically significant difference i…

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