Kairos Pharma Ltd美股招股说明书(2025-08-19版)

Prospectus Supplement No. 1(To Prospectus Dated February 4, 2025) Kairos Pharma, Ltd. 2,500,000 sharesof 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 supplement No. 1 updates, amends and supplements the prospectus dated February 4, 2025 (as supplemented oramended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended(Registration No. 333-284569). This prospectus supplement is being filed to update, amend and supplement the information in the Prospectus with the informationcontained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, originally filed with the Securities andExchange Commission on April 15, 2025, and subsequently amended on April 29, 2025 and July 28, 2025 (the “Annual Report”), anda consent from the auditor, Marcum LLP, to include their audit report from the Annual Report (the “Auditors’ Consent”). Accordingly,we have attached the Annual Report and the Auditors’ Consent to this prospectus supplement. The Prospectus relates to the offer for sale of an aggregate of 6,425,000 shares of common stock, par value $0.001 per share(“common stock”), of Kairos Pharma, Ltd. (the “Company”), consisting of (i) 2,500,000 shares of common stock underlying the pre-funded warrants, exercisable for $0.001 per share, and (ii) 3,750,000 shares of common stock underlying common stock purchasewarrants, each exercisable for $1.40 per share, all of which were issued to the investor in a private placement offering which closed onJanuary 16, 2025 (the “PIPE Offering”). In addition, we are registering 175,000 shares of common stock, exercisable at $1.40 pershare,underlying common stock purchase warrants issued toBoustead Securities, LLC and D. Boral Capital LLC as compensation fortheir services as co-placement agents for the PIPE Offering. You should read this prospectus supplement in conjunction with the Prospectus, including any amendments or supplements to it. Thisprospectus supplement is qualified by reference to the Prospectus, except to the extent that the information provided by this prospectussupplement supersedes information contained in the Prospectus. This prospectus supplement is not complete without and may not bedelivered or used except in conjunction with, the Prospectus, including any amendments or supplements to it. You should keep thisprospectus supplement with your Prospectus for future reference. Our common stock is listed on NYSE American under the symbol “KAPA.” On August 18, 2025, the last reported sale price of ourcommon stock was $1.17 per share. We recommend that you obtain current market quotations for our common stock prior to makingan investment decision. We are an “emerging growth company” under federal securities laws and are subject to reduced public company reportingrequirements. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning onpage 11 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus, and beginning onpage 25 of our Annual Report on Form 10-K contained herein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is August 19, 2025. TABLE OF CONTENTS ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024, AS AMENDEDCONSENT OF MARCUM LLPQUARTERLY REPORT ON FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission file number: 001-42275 KAIROS PHARMA, LTD.(Exact name of registrant as specified in its charter) 46-2993314 2355 Westwood Blvd.,#139Los AngelesCA90064(Address of principal executive offices) (Zip Code) (310)948-2356(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registeredNYSE American Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or