Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously announced in our Current Report on Form 8-K, dated January 14, 2025, on January 14, 2025, Kairos Pharma, Ltd. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") and registration rights agreement (the "Registration Rights Agreement") with a select investor that qualifies as an "accredited investor" (the "PIPE Investor") for the sale and issuance of 2,500,000 units (the "Pre-Funded Units"), with each Pre-Funded Unit consisting of a pre-funded warrant (each a "Pre-Funded Warrant") to purchase one share of common stock, exercisable for $0.001 per share (the "Pre-Funded Warrant Shares"), and a common warrant ("Common Warrant") to purchase one and one half shares of common stock, exercisable at $1.40 per share (the "Common Warrant Shares"). On January 16, 2025, the Company closed on the sale of the Pre-Funded Units for a total purchase price of $3,497,500 (or $1.399 per Pre-Funded Unit), with an additional $2,500 payable upon exercise of the Pre-Funded Warrants in full (the "Offering"). Pursuant to the Registration Rights Agreement, the Company is obligated to file with the Securities and Exchange Commission (the "SEC") a resale registration statement registering the Pre-Funded Units within 15 days of closing and to obtain effectiveness within 30 days thereafter, subject to SEC review.

In advance of closing, on January 16, 2025, the Company and the investor entered into an amended and restated securities purchase agreement (the "A&R Purchase Agreement"), which amended the terms of the Purchase Agreement to include a requirement that the Company obtain shareholder approval prior to issuing in excess of 19.99% of the Company's common stock and also amended the Common Warrants to make them immediately exercisable and reduce the exercise period from 5.5 years to five years. Other terms of the agreements remained the same.

Boustead Securities, LLC ("Boustead") and D. Boral Capital LLC ("D. Boral") acted as co-placement agents for the offering. In conjunction therewith, on January 16, 2025, the Company entered into a placement agent and advisory services agreement (the "Placement Agent Agreement") with Boustead. Under the terms of the Placement Agent Agreement, at closing the Company paid the placement agents (i) a cash commission equal to 8% of the gross proceeds (including a 1% non-accountable expense fee) and (ii) warrants (the "PA Warrants") to purchase a total of 175,000 shares of common stock, exercisable at $1.40 per share (the "PA Warrant Shares"), with the total cash and warrant compensation split equally between Boustead and D. Boral.

The foregoing descriptions of the material terms of the A&R Purchase Agreement, the Pre-Funded Warrants, the Common Warrants, the Registration Rights Agreement, the Placement Agent Agreement and the PA Warrants do not purport to be complete and are qualified in their entirety by reference to the full texts of such agreements, which are filed herewith and incorporated herein by reference as Exhibits 10.1, 4.1, 4.2, 10.2, 10.3 and 4.3, respectively.