Kairos Pharma, LTD.

Previous wording

You should read the following discussion and analysis of our financial condition and results of operations (the “MD&A”) together with our unaudited consolidated financial statements and related notes appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q (the “Quarterly Report”), and with our audited financial statements and notes thereto for the year ended December 31, 2024, included in our annual report on Form 10-K filed with the Securities Exchange Commission (the “SEC”) on April 15, 2025, as amended (the “2024 Annual Report”).

Current wording

You should read the following discussion and analysis of our financial condition and results of operations (the “MD&A”) together with our unaudited consolidated financial statements and related notes appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q (the “Quarterly Report”), and with our audited financial statements and notes thereto for the year ended December 31, 2024, included in our annual report on Form 10-K initially filed with the Securities Exchange Commission (the “SEC”) on April 15, 2025, as amended on April 29, 2025 and July 28, 2025 (the “2024 Annual Report”).

Previous wording

In addition to historical information, some of the statements contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and any projections about future events. The following information and any forward-looking statements should be considered in light of factors discussed elsewhere in this Quarterly Report, along with the risks identified in the Prospectus under the title “Risk Factors” and in our other filings with the Securities Exchange Commission (the “SEC”).

Current wording

In addition to historical information, some of the statements contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and any projections about future events. The following information and any forward-looking statements should be considered in light of factors discussed elsewhere in this Quarterly Report, along with the risks identified under the “Part I – Item 1A” in our 2024 Annual Report and in our other filings with the Securities Exchange Commission (the “SEC”).

Previous wording

Our mission is to advance our portfolio of innovative therapeutics to reverse key mechanisms of therapeutic resistance and immune suppression and transform the way cancer is treated. We have leveraged molecular insights of the mechanisms of therapeutic resistance and immune suppression to develop a new class of novel drugs that we expect will target drug resistance and checkpoints of immune suppression. As of the date of this Annual Report, our product candidates have not been approved as safe or effective by the FDA or any other comparable foreign regulator.

Current wording

Our mission is to advance our portfolio of innovative therapeutics to reverse key mechanisms of therapeutic resistance and immune suppression and transform the way cancer is treated. We have leveraged molecular insights of the mechanisms of therapeutic resistance and immune suppression to develop a new class of novel drugs that are designed to target drug resistance and checkpoints of immune suppression. As of the date of this Quarterly Report, our product candidates have not been approved as safe or effective by the FDA or any other comparable foreign regulator.

Previous wording

Since inception, we have incurred significant operating losses. Our net losses were $1,262 and $2,603 for the three months ended March 31, 2025 and the year ended December 31, 2024, respectively. As of March 31, 2025, we had an accumulated deficit of $10,077. We expect to continue to incur significant and increasing expenses and operating losses for the foreseeable future, as we advance our current and future product candidates through preclinical and clinical development, manufacture drug product and drug supply, seek regulatory approval for our current and future product candidates, maintain and expand our intellectual property portfolio, hire additional research and development and business personnel, and operate as a public company.

Current wording

Since inception, we have incurred significant operating losses. Our net losses were $2,684 and $2,603, respectively, for the six months ended June 30, 2025 and the year ended December 31, 2024. As of June 30, 2025, we had an accumulated deficit of $11,499. We expect to continue to incur significant and increasing expenses and operating losses for the foreseeable future, as we advance our current and future product candidates through preclinical and clinical development, manufacture drug product and drug supply, seek regulatory approval for our current and future product candidates, maintain and expand our intellectual property portfolio, hire additional research and development and business personnel, and operate as a public company.

Previous wording

On November 12, 2024, we entered into an ELOC agreement (the “ELOC Agreement”) with Helena Global Investment Opportunities I LTD (“Helena”), pursuant to which Helena agreed to purchase from the Company up to $30,000 of common stock (the “ELOC Shares”). The Company issued 670,641 shares of restricted common stock (the “Commitment Fee Shares”) to Helena as a “Commitment Fee” for the ELOC Agreement. The ELOC Agreement will be available for the Company’s use at such time following the filing and effectiveness of a resale registration statement registering the ELOC Shares for resale. At the time of effectiveness of the resale registration statement (the “Effective Date”), the Commitment Fee Shares will be subject to a “true-up” pursuant to which, in the event the shares are valued at less than $900 on the Effective Date, additional shares will be issued to Helena to bring the ELOC Shares to the full $900 value.

Current wording

On November 12, 2024, we entered into an ELOC agreement (the “ELOC Agreement”) with Helena Global Investment Opportunities I LTD (“Helena”), pursuant to which Helena agreed to purchase from the Company up to $30,000 of common stock (the “ELOC Shares”), which the Company may exercise at any time following effectiveness of a registration statement at a price equal to the 95% of the lowest trading price during the three days following the Company’s notice to Helena to exercise the ELOC Agreement. The Company issued 670,641 shares of restricted common stock (the “Commitment Fee Shares”) to Helena as a “Commitment Fee” for the ELOC Agreement. The ELOC Agreement became available for the Company’s use following the filing and effectiveness of a resale registration statement registering the ELOC Shares for resale. Following effectiveness of the resale registration statement (the “Effective Date”), the Commitment Fee Shares were subject to a “true-up” pursuant to which, as the shares are valued at less than $900 on the Effective Date, additional shares were issued to Helena to bring the ELOC Shares to the full $900 value.

Previous wording

The ELOC Agreement may be terminated by the Company after its commencement, at the Company’s discretion, provided that there are no advance notices outstanding for which common stock has yet to be issued, and the Company has paid all amounts owed to Helena under the ELOC Agreement, including the Commitment Fee shares.

Current wording

The ELOC Agreement will terminate upon the following events: (i) the first day of the month next following the 36-month anniversary of the date of the ELOC Agreement or (ii) the date on which Helena has purchased the full $30,000 of ELOC Shares. The ELOC Agreement may also be terminated by the Company after its commencement, at the Company’s discretion, provided that there are no advance notices outstanding for which common stock has yet to be issued, and the Company has paid all amounts owed to Helena under the ELOC Agreement, including the Commitment Fee shares.

Previous wording

In advance of closing, on January 16, 2025, the Company and the Investor entered into an amendment and restatement to the Purchase Agreement (the “A&R Purchase Agreement”), which amended the terms of the Purchase Agreement to include a requirement that the Company obtain shareholder approval prior to issuing in excess of 19.99% of the Company’s common stock and also amended the Common Warrants to make them immediately exercisable and reduce the exercise period from 5.5 years to five years. Other terms of the Purchase Agreement and Common Warrants remained the same.

Current wording

In advance of closing, on January 16, 2025, the Company and the Investor entered into an amended and restated Purchase Agreement (the “A&R Purchase Agreement”), which amended the terms of the Purchase Agreement to include a requirement that the Company obtain shareholder approval prior to issuing in excess of 19.99% of the Company’s common stock and also amended the Common Warrants to make them immediately exercisable and reduce the exercise period from 5.5 years to five years. Other terms of the Purchase Agreement and Common Warrants remained the same.

Previous wording

Boustead and D. Boral Capital LLC (“D. Boral”) acted as co-placement agents for the January 2025 PIPE Offering. In conjunction therewith, on January 16, 2025, the Company entered into a Placement Agent Agreement with Boustead (the “Placement Agent Agreement”). Under the terms of the Placement Agent Agreement, at closing, the Company paid the Placement Agents (i) a cash commission equal to 8% of the gross proceeds (including a 1% non-accountable expense fee) and (ii) warrants to purchase a total of 175,000 shares of common stock, exercisable at $1.40 per share, with the total cash and warrant compensation split equally between Boustead and D. Boral.

Current wording

Boustead and D. Boral acted as co-placement agents for the January 2025 PIPE Offering. In conjunction therewith, on January 16, 2025, the Company entered into a Placement Agent Agreement with Boustead (the “Placement Agent Agreement”). Under the terms of the Placement Agent Agreement, at closing, the Company paid the Placement Agents (i) a cash commission equal to 8% of the gross proceeds (including a 1% non-accountable expense fee) and (ii) warrants to purchase a total of 175,000 shares of common stock, exercisable at $1.40 per share, with the total cash and warrant compensation split equally between the Placement Agents.

Previous wording

We have not generated any sales to date. No revenue was recorded from any sources during the three months ended March 31, 2025 and 2024.

Current wording

We have not generated any sales to date. No revenue was recorded from any sources during the six months ended June 30, 2025 and 2024.

Previous wording

General and administrative expenses consist primarily of salaries and related costs for personnel in executive, finance, corporate and business development, as well as administrative functions. General and administrative expenses also include legal fees relating to patent, corporate, IPO-related matters, and reporting matters; professional fees for accounting, auditing, tax and administrative consulting services; insurance costs; administrative travel expenses; marketing expenses and other operating costs.

Current wording

General and administrative expenses consist primarily of salaries and related costs for personnel in executive, finance, corporate and business development, as well as administrative functions. General and administrative expenses also include legal fees relating to patent, corporate, IPO-related matters, and SEC reporting matters; professional fees for accounting, auditing, tax and administrative consulting services; insurance costs; administrative travel expenses; marketing expenses and other operating costs.

Previous wording

Research and development expenses were $493 and $165 for the three months ended March 31, 2025 and 2024, respectively. The increase in R&D expenses in 2025 primarily related to our Phase 2 trial in prostate cancer beginning in 2024.

Current wording

Research and development expenses were $496 and $63 for the three months ended June 30, 2025 and 2024, respectively. The increase in R&D expenses in 2025 primarily related to our Phase 2 trial in prostate cancer beginning in 2024.

Previous wording

General and administrative expenses were $773 and $122 for the three months ended March 31, 2025 and 2024, respectively. Significant changes between periods consisted of a $132 increase in stock-related and officer compensation expenses in 2025, relating to stock awards and cash compensation earned by our officers in 2025; and the $240 increase in vendor advance amortization expense in 2025, relating to our vendor advances in 2025.

Current wording

General and administrative expenses were $960 and $159 for the three months ended June 30, 2025 and 2024, respectively. Significant changes between periods consisted of the increase in vendor advance amortization expense in 2025, relating to our vendor advances in 2025.

Previous wording

Other income (expenses) were $4 and $(36) for the three months ended March 31, 2025 and 2024, respectively. In 2025, the other income was interest income earned from our money market account. In 2024, the other expenses were interest expense of $16 and debt discount amortization of $20.

Current wording

Other income (expenses) was $34 and $(31) for the three months ended June 30, 2025 and 2024, respectively. In 2025, other income consisted of interest income earned from our money market account. In 2024, other expenses consisted of interest expense of $12 and debt discount amortization of $19.

Previous wording

In January 2025, the Company closed a private financing in which the Company received net proceeds of $3,145, and at March 31, 2025, the Company had cash and cash equivalents totaling $3,616 and shareholders’ equity of $7,132. The Company expects its current cash reserves to fund the Company’s operations for at least 12 months from the date of this filing.

Current wording

During the six months ended June 30, 2025, the Company incurred a net loss of $2,684 and used cash in operations of $1,519. During that period, the Company closed a private financing in which the Company received net proceeds of $3,058 and closed two financings from the Equity Line of Credit (“ELOC”) for net proceeds of $223. At June 30, 2025, the Company had cash and cash equivalents totaling $3,034 and shareholders’ equity of $5,997. Subsequent to June 30, 2025, the Company closed an additional financing from the ELOC totaling net proceeds of $3,693. The Company expects our current cash reserves to fund the Company’s operations for at least 12 months from the date of this filing.

Previous wording

The Company’s ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future, which will primarily be accomplished in the near term by raising additional capital to meet the Company’s operating needs and repay liabilities arising from normal business operations when they come due. Since inception, the Company has funded its operations primarily through equity and debt financings and it expects to continue to rely on these sources of capital in the future until it is able to generate revenues.

Current wording

The Company’s ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future, which will primarily be accomplished by raising additional capital to meet our operating needs and repay our liabilities arising from normal business operations when they come due. Since inception, the Company has funded our operations primarily through equity and debt financings and we expect to continue to rely on these sources of capital in the future until it is able to generate revenues.

Previous wording

The table below summarizes our cash flow activities for the three months ended March 31, 2025 and 2024:

Current wording

The table below summarizes our cash flow activities for the six months ended June 30, 2025 and 2024:

Previous wording

During the three months ended March 31, 2025, we used cash from operating activities of $714, compared to $36 provided during the three months ended March 31, 2024. During the three months ended March 31, 2025, we incurred a net loss of $1,262 and had non-cash expenses of $116, compared to a net loss of $323 and non-cash expenses of $60 during the three months ended March 31, 2024. The primary non-cash expense during both periods was stock-related expenses totaling $76 and $20 during the three months ended March 31, 2025 and 2024, respectively.

Current wording

During the six months ended June 30, 2025, we used cash from operating activities of $1,519, as compared to $132 used during the six months ended June 30, 2024. During the six months ended June 30, 2025, we incurred a net loss of $2,684 and had non-cash expenses of $1,531, as compared to a net loss of $576 and non-cash expenses of $119 during the six months ended June 30, 2024. The primary non-cash expense in 2025 was the amortization of vendor advances of $1,298.

Previous wording

The net change in operating assets and liabilities during the three months ended March 31, 2025, provided cash of $432, compared to $299 provided during the three months ended March 31, 2024. The primary source of cash relating to operating assets and liabilities during the three months ended March 31, 2025 was the decrease in vendor advances of $636. The primary source of cash during the three months ended March 31, 2024 was the increase in accounts payable and accrued expenses of $310.

Current wording

The net change in operating assets and liabilities during the six months ended June 30, 2025 used cash of $366, as compared to $325 provided during the six months ended June 30, 2024. The primary use of cash relating to operating assets and liabilities during the six months ended June 30, 2025, was the decrease in accounts payable and accrued expenses. The primary source of cash during the six months ended June 30, 2024, was the increase in accounts payable and accrued expenses.

Previous wording

During the three months ended March 31, 2025, we provided cash from financing activities of $3,058, compared to $89 used during the three months ended March 31, 2024. For the three months ended March 31, 2025, cash provided by financing activities consisted of gross proceeds from our private financing of $3,500. Net cash used in 2025 and 2024 consisted of the payment of deferred offering costs of $442 and $89, respectively.

Current wording

During the six months ended June 30, 2025, we provided cash from financing activities of $3,281, as compared to $60 provided during the six months ended June 30, 2024. For the six months ended June 30, 2025, cash provided by financing activities consisted of proceeds from our private financing of $3,058 and proceeds of $223 from our ELOC. Net cash provided in 2024 was from proceeds from notes payable – officers of $102. Net cash used in 2024 consisted of the payment of deferred offering costs of $42.