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 March 2, 2026. The filing discloses the entry into a binding term sheet for a material asset acquisition. The Company is an emerging growth company incorporated in Delaware and trades on the NYSE American.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the reporting period. The document focuses exclusively on the terms of a proposed transaction.
Material Changes and Transaction Details
On March 2, 2026, the Company entered into a binding term sheet with Celyn Therapeutics, Inc. to acquire 100% of the worldwide rights to CL-273, an investigational pan EGFR small molecule inhibitor for EGFR mutant non-small cell lung cancer. The consideration structure includes:
- Equity Issuance: Shares to be issued to Celyn at closing such that Celyn holds 16.5% of the Company on a fully diluted basis. Payment may be in common stock, non-voting convertible preferred stock, or a combination thereof to comply with listing rules or shareholder approval requirements.
- Milestone Payment: A $15 million payment upon FDA NDA/BLA submission, payable in cash and/or shares.
- Royalty: A 2% royalty on U.S. generated net revenues for the life of the applicable intellectual property.
Guidance, Outlook, and Risks
Closing of the transaction is subject to customary conditions, including shareholder approval from both parties, the absence of a material adverse effect, and potential approval by NYSE American. The filing notes that the information is a summary and is qualified by reference to the full Term Sheet. No specific financial guidance or management commentary regarding future performance metrics was provided in this document.
Investor Verification Checklist
- Verify the full terms of the Term Sheet filed as Exhibit 10.1.
- Confirm the status of shareholder approval requirements for both Kairos Pharma and Celyn Therapeutics.
- Assess the impact of the 16.5% equity dilution on existing shareholders.
- Review the development stage and regulatory pathway of the CL-273 asset.
- Monitor for any material adverse effect clauses that could delay or terminate the deal.