Kairos Pharma, LTD. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Kairos Pharma, LTD. (KAPA) on August 21, 2026. The filing reports a material modification to the rights of security holders and an amendment to the Company's certificate of incorporation regarding a reverse stock split.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and capital structure changes rather than financial performance results.
Material Changes
- Reverse Stock Split Authorization: At the 2026 Annual Meeting on June 29, 2026, stockholders approved an amendment authorizing a reverse stock split ratio between 1:3 and 1:250.
- Specific Split Ratio: On August 18, 2026, the Board of Directors authorized a 1-for-7 reverse stock split.
- Effective Date: The split is scheduled to become effective at the start of trading on September 1, 2026.
- Share Reclassification: Every seven (7) pre-split shares will be reclassified into one (1) post-split share without changing the par value ($0.001).
- Derivative Adjustments: Outstanding warrants and restricted stock units will be adjusted proportionally, with exercise prices increasing accordingly.
- Fractional Shares: No fractional shares will be issued; eligible stockholders will receive one full share in lieu of a fractional share.
- New CUSIP: The new CUSIP number for the Common Stock is 48301N203.
Guidance, Outlook, and Risks
The filing includes a cautionary statement regarding forward-looking statements, noting that actual results may differ materially from expectations due to risks and uncertainties. The Company undertakes no obligation to update these statements. The primary contingency noted is the acceptance of the Certificate of Amendment by the Secretary of State of Delaware, which has been filed with an effective date of September 1, 2026.
Investor Verification Checklist
- Verify the effective date of the 1-for-7 reverse stock split (September 1, 2026).
- Confirm the new CUSIP number (48301N203) for trading purposes.
- Review the adjustment of exercise prices for any held warrants or RSUs.
- Check with brokers regarding the handling of fractional shares (rounded up to one full share).
- Monitor the commencement of trading on the NYSE American on a split-adjusted basis.