Kairos Pharma Ltd美股招股说明书(2025-02-05版)

2,500,000 shares of Common Stock Issuable Upon Exercise of the Pre-Funded Warrants3,750,000 shares of Common Stock Issuable Upon Exercise of the Common Warrants175,000 shares of Common Stock Issuable Upon Exercise of the Placement Agent Warrants This prospectus relates to the offer for sale of an aggregate of 6,425,000 shares of common stock, par value $0.001per share (“common stock”), of Kairos Pharma, Ltd. (the “Company”), consisting of (i) 2,500,000 shares ofcommon stock underlying the pre-funded warrants (the “Pre-Funded Warrants,” and the shares of common stockunderlying the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”), exercisable for $0.001 per share, and (ii)3,750,000 shares of common stock underlying common stock purchase warrants (the “Common Warrants,” and theshares of common stock underlying the Common Warrants, the “Common Warrant Shares”)all of which were issuedto the investor (the “Investor”) in a private placement offering which closed on January 16, 2025 (the “PIPEOffering”), In addition, we are registering 175,000 shares of common stock, exercisable at $1.40 per share,underlying common stock purchase warrants (the “Placement Agent Warrants,” and the shares of common stockunderlying the Placement Agent Warrants, the “Placement Agent Warrant Shares”) issued to Boustead Securities,LLC (“Boustead”) and D. Boral Capital LLC (“D. Boral”) for their services as co-placement agents for the PIPEOffering (the “Placement Agents,” and together with the Investor, the “Selling Stockholders”). In this prospectus, we sometimes refer to the Pre-Funded Warrants, Common Warrants and the Placement AgentWarrants as the “Warrants,” and we refer to the Pre-Funded Warrant Shares, Common Warrant Shares and the PAWarrant Shares as the “Warrant Shares” or “shares.” We will not receive any proceeds from the resale of any of the shares of common stock being registered herein. Wewould, however, receive proceeds of up to approximately $5.5 million upon the exercise for cash of the Warrantsheld by the Selling Stockholders. Proceeds, if any, received from the exercise of such Warrants will be used to fundour ongoing Phase 1 and Phase 2 clinical trials of our product candidates, including ENV 105 and preclinicalproduct candidates including KROS 101, potential acquisition or in-licensing activities, and working capital andgeneral corporate purposes or for other purposes that our board of directors, in their good faith, deem to be in thebest interest of our Company. No assurances can be given that any Warrants will be exercised or that we will receiveany cash proceeds upon such exercise if cashless exercise is available. The Selling Stockholders are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act of 1933, asamended (the “Securities Act”). The Selling Stockholder may offer all or part of the shares for resale from time totime through public or private transactions, at either prevailing market prices or at privately negotiated prices. Ourregistration of the shares of common stock covered by this prospectus does not mean that the Selling Stockholderswill offer or sell any of the shares. With regard only to the shares each Selling Stockholders sells for its own behalf,the Selling Stockholder may be deemed an “underwriter” within the meaning of the Securities Act. The Companyhas paid all of the registration expenses incurred in connection with the registration of the shares. We will not payany of the selling commissions, brokerage fees and related expenses. Our common stock is listed on NYSE American under the symbol “KAPA.” On February 3, 2025, the last reportedsale price of our common stock was $1.52 per share. We recommend that you obtain current market quotations forour common stock prior to making an investment decision. We will pay the expenses incurred in registering the shares, including legal and accounting fees. See “Plan ofDistribution” beginning on page 136 of this prospectus. We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012,and as such, have elected to comply with certain reduced public company reporting requirements for the registrationstatement of which this prospectus forms a part and future filings. See “Prospectus Summary—Implications ofBeing an Emerging Growth Company.” Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved ordisapprovedof these securities or passed upon the accuracy or adequacy of this prospectus.Anyrepresentation to the contrary is a criminal offense. We may amend or supplement this prospectus from time to time by filing amendments or supplements asrequired. We urge you to read the entire prospectus, any amendments or supplements, any free writingprospectuses, and any documents incorporated by reference carefully before you make your investmentdecision. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on