Kairos Pharma Ltd美股招股说明书(2026-04-01版)

Prospectus Supplement No. 2(To Prospectus Dated February 4, 2025) Kairos Pharma, Ltd. 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 supplement No. 2 updates, amends and supplements the prospectus dated February 4, 2025 (as supplemented or amended 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 information contained in our Annual Report onForm 10-K for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission on March 31, 2026 (the “Annual Report”).Accordingly, we have attached the Annual Report 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 ofcommon stock underlying common stock purchase warrants, each exercisable for $1.40 per share, all of which were issued to the investor in a private placementoffering which closed on January 16, 2025 (the “PIPE Offering”). In addition, we are registering 175,000 shares of common stock, exercisable at $1.40 per share,underlying common stock purchase warrants issued to Boustead Securities, LLC and D. Boral Capital LLC as compensation for their services as co-placement agentsfor the PIPE Offering. You should read this prospectus supplement in conjunction with the Prospectus, including any amendments or supplements to it. This prospectus supplement isqualified by reference to the Prospectus, except to the extent that the information provided by this prospectus supplement supersedes information contained in theProspectus. This prospectus supplement is not complete without and may not be delivered or used except in conjunction with, the Prospectus, including anyamendments or supplements to it. You should keep this prospectus supplement with your Prospectus for future reference. Our common stock is listed on NYSE American under the symbol “KAPA.” On March 31, 2026, the last reported sale price of our common stock was $0.559 per share.We recommend that you obtain current market quotations for our common stock prior to making an investment decision. We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in oursecurities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 11 of the Prospectus, and under similar headings in anyamendments or supplements to the Prospectus, and beginning on page 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 these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is April 1, 2026. 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, 2025or ☐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 (I.R.S EmployerIdentification No.) 2355 Westwood Blvd., #139Los Angeles CA 90064(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: 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 whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit s