Kairos Pharma, LTD.

On March 2, 2026, Kairos Pharma, Ltd., a Delaware corporation (the “Company”) entered into a binding term sheet with Celyn Therapeutics, Inc., a privately held biotechnology company (“Celyn”), regarding a proposed asset acquisition of CL-273 (the “Asset Acquisition”), an investigational, reversible, wild type sparing pan EGFR small molecule inhibitor being developed by Eilean Therapeutics for EGFR mutant non small cell lung cancer (the “Term Sheet”).

Pursuant to the Term Sheet, the Company agreed to acquire from Celyn 100% of the worldwide rights to CL-273, including development, manufacturing, commercialization, and related intellectual property, tangible assets, contractual rights and regulatory rights. As consideration, the Company agreed to (i) issue shares to Celyn at closing such that Celyn holds 16.5% of the Company shares on a fully diluted basis, with such shares to be payable either in shares of the Company’s common stock, non-voting convertible preferred stock, or in such combination thereof as may be necessary to comply with NYSE American listing rules or to allow the Company adequate time to obtain stockholder approval prior to the issuance of more than 19.99% of shares of common stock; (ii) a $15 million milestone upon FDA NDA/BLA submission, payable in a combination of cash and shares; and (iii) a 2% royalty on U.S. generated net revenues for the life of the applicable IP.

Closing is expected to be subject to customary conditions, including shareholder approval of both parties, absence of a material adverse effect, and, if required, approval by NYSE American.

The foregoing is a summary only and does not purport to be complete. It is qualified in its entirety by reference to the Term Sheet, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 8.01. Other Events.

On March 2, 2026, the Company issued a press release announcing that the Company entered into the binding Term Sheet with Celyn for the acquisition of CL-273. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in this Item 8.01, including Exhibits 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.