Kairos Pharma, LTD.

On September 16, 2024, our registration statement on Form S-1 registering our common stock was declared effective by the SEC. On September 17, 2024, the Company completed the IPO of 1,550,000 shares of common stock at a price of $4.00 per share. The Company received gross proceeds of $6,200,000, before deducting underwriting discounts and commissions and offering expenses.

There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus filed with the SEC on September 17, 2024.

The Company issued a total of 1,055,100 shares to Helena Global Investment Opportunities I Ltd., a Cayman Islands entity (“Helena”), in conjunction with entry into an up to $30 million equity line of credit agreement (the “ELOC”). The 1,055,100 shares were issued in two batches, with 670,641 shares issued at the time of entry into the ELOC and 384,459 shares issued in April 2025 upon effectiveness of the registration statement on Form S-1 (File No. 333-286662) registering the shares issued and issuable to Helena, with such shares being issued in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act.