Kairos Pharma Ltd.

07/28/2025 | Press release | Distributed by Public on 07/28/2025 10:44

Amendment to Annual Report (Form 10-K/A)

Kairos Pharma, Ltd. (the "Company") is filing this Amendment No. 2 on Form 10-K/A (the "Form 10-K/A") to amend its Annual Report for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the "SEC") on April 15, 2025, as amended (the "Original Form 10-K"), for purposes of adding in the information required by Items 10 through 14 of Part III not included in the Original Form 10-K. The Part III Items have already been filed with the Company's Definitive Proxy Statement on Schedule 14A, which was filed by the Company on April 30, 2025, but was not deemed received by the SEC until May 1, 2025, and which was subsequently amended on May 16, 2025. As such, the Company is filing this Form 10-K/A to ensure that the Company's Annual report on Form 10-K is deemed complete by the SEC.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Form 10-K/A also contains certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted, in accordance with the guidance set forth in Question 161.01 of the Compliance Disclosure Interpretations of the Division of Corporation Finance of the SEC.

Except as described above, this Form 10-K/A does not modify or update the disclosure in, or exhibits to, the Original Form 10-K. Furthermore, this Form 10-K/A does not change any previously reported financial results. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original Form 10-K was filed.

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