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 October 15, 2025, reporting events that occurred on October 8, 2025. The company is an emerging growth company incorporated in Delaware, with its principal executive offices in Los Angeles, California. Its common stock trades on the NYSE American under the symbol KAPA.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on executive compensation arrangements.
Material Changes and Compensation Details
On October 8, 2025, the Compensation Committee approved significant equity and cash compensation awards under the Company's 2023 Equity Incentive Plan:
- Restricted Stock Units (RSUs): An aggregate of $950,000 in RSUs was granted to executive officers and directors. The grants were valued based on a closing stock price of $1.31 per share.
- Executive RSU Grants:
- John S. Yu (CEO/Chairman): 190,840 RSUs ($250,000)
- Neil Bhomick (CSO): 171,756 RSUs ($225,000)
- Ramachandran Murali (VP R&D): 152,672 RSUs ($200,000)
- Doug Samuelson (CFO): 152,672 RSUs ($200,000)
- Director RSU Grants: Independent directors Hyun W. Bae, Hansoo Michael Keyoung, and Rahul Singhvi each received 19,084 RSUs ($25,000 each).
- Cash Bonuses: Aggregate cash bonuses of $227,500 were approved for executive officers for fiscal year 2024 performance.
- Dr. Yu: $87,500
- Dr. Bhomick: $50,000
- Dr. Murali: $40,000
- Mr. Samuelson: $50,000
Outlook, Risks, and Vesting Terms
The RSUs are scheduled to vest in full on October 8, 2026, contingent upon the recipient's continuous service through that date. A change in control provision exists, which would trigger immediate full vesting of all unvested RSUs. The filing does not contain specific management commentary on future business outlook, operational risks, or contingencies beyond the standard terms of the equity plan.
Key Facts for Investor Verification
- Verify the total number of shares authorized under the 2023 Equity Incentive Plan to assess dilution impact from the 689,696 RSUs granted.
- Confirm the company's current cash position to ensure it can fund the $227,500 in approved cash bonuses.
- Review the "Form of Restricted Stock Unit Grant Agreement" (Exhibit 10.1) for specific performance conditions or clawback provisions not detailed in the summary.
- Monitor the stock price volatility, as the grant value was fixed at $1.31, which may differ significantly from the market price at the vesting date.