Kairos Pharma Ltd 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 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) (State or other jurisdiction ofincorporation or organization)(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) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 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 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes☐No☒ The number of shares issued and outstanding of the registrant’s common stock on May 11, 2026 was 21,411,198. KAIROS PHARMA, LTD. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1.Financial StatementsUnaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 20253Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 20254Unaudited Condensed Consolidated Statements of Shareholders’ Equity (Deficit) for the Three Months Ended March31, 2026 and 20255Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and20256Notes to Unaudited Condensed Consolidated Financial Statements7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations17Item 3Quantitative and Qualitative Disclosures About Market Risk27Item 4.Control and Procedures27 PART II - OTHER INFORMATION28 Item 1Legal Proceedings28Item 1ARisk Factors28Item 2.Unregistered Sales of Equity Securities and Use of Proceeds28Item 3.Defaults Upon Senior Securities28Item 4.Mine Safety Disclosures28Item 5.Other Information28Item 6.Exhibits29 (In thousands, except for share amounts and par value data) Kairos Pharma, Ltd.Condensed Consolidated Statements of Operations (unaudited)(in thousands, except for share amounts and per share data) Kairos Pharma, Ltd.Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)(in thousands, except share amounts) Kairos Pharma, Ltd.Condensed Consolidated Statements of Cash Flows (unaudited)(In thousands) KAIROS PHARMA, LTD.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025(In thousands, except for share amounts and per share data) NOTE 1 – BASIS OF PRESENTATION Organization and Operations Kairos Pharma, Ltd. (the “Company” or “Kairos”) was incorporated on June 17, 2013 under the laws of the state of California asNanoGB13, Inc. The Company changed its name to Kairos Pharma, Ltd. on July 15, 2016 and subsequently converted into a Delawarecorporation under the same name, Kairos Pharma, Ltd., on May 10, 2023. The Company is an early-stage biotechnology companyfocused on the development of immunotherapy and cell therapy treatments for oncology. Basis of Presentation of Unaudited Financial Information The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accountingprinciples generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Rule 10-01of Regulation S-X. Accordingly, they do not include all of