Kairos Pharma, LTD. - 10-Q Summary (Q1 2026)
Business Context and Reporting Period
Kairos Pharma, LTD. (KAPA) is a clinical-stage biopharmaceutical company focused on developing immunotherapy and cell therapy treatments for oncology. This report covers the quarterly period ended March 31, 2026. The company is classified as a non-accelerated filer, smaller reporting company, and emerging growth company. As of May 11, 2026, there were 21,411,198 shares of common stock outstanding.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Revenue | $0 | $0 |
| Net Loss | $(1,654) thousand | $(1,262) thousand |
| Loss Per Share (Basic/Diluted) | $(0.08) | $(0.08) |
| Operating Expenses | $1,690 thousand | $1,266 thousand |
| Cash and Cash Equivalents (End of Period) | $3,675 thousand | $3,616 thousand |
| Net Cash Used in Operating Activities | $(1,036) thousand | $(714) thousand |
| Net Cash Provided by Financing Activities | $220 thousand | $3,058 thousand |
| Total Assets | $5,744 thousand | $6,540 thousand (Dec 31, 2025) |
| Accumulated Deficit | $(15,916) thousand | $(14,262) thousand (Dec 31, 2025) |
Material Changes vs. Prior Period
- Increased Operating Loss: Net loss increased by approximately 31% year-over-year, driven by higher operating expenses.
- R&D Expenses: Increased from $493 thousand to $684 thousand, primarily due to the initiation of a Phase 2 trial in prostate cancer.
- G&A Expenses: Increased from $773 thousand to $1,006 thousand. Key drivers included higher professional service fees related to public company compliance and increased stock-based compensation ($259 thousand vs. $76 thousand).
- Financing Activity: Q1 2026 financing inflows ($220 thousand) were significantly lower than Q1 2025 ($3,058 thousand), which included proceeds from pre-funded warrant exercises. Q1 2026 proceeds came from an At-the-Market (ATM) offering ($385 thousand gross).
- Cash Position: Cash decreased by $816 thousand during the quarter, compared to an increase of $2,344 thousand in the prior year period.
Outlook, Risks, and Management Commentary
- Going Concern: The company has incurred recurring losses and used cash in operations. Management and the independent auditor have expressed substantial doubt about the company's ability to continue as a going concern. Existing cash is estimated to fund operations for less than 12 months.
- Funding Strategy: Future operations depend on raising additional capital through public/private equity offerings, debt financing, or collaborations. The company has an ATM agreement (up to $4.5 million) and an Equity Line of Credit (up to $30 million), though proceeds are not guaranteed.
- Strategic Developments:
- Entered a binding term sheet to acquire CL-273 (an EGFR inhibitor) from Celyn Therapeutics for 16.5% of outstanding stock plus milestones.
- Executed a $783 thousand agreement with Brammer Bio MA, LLC for Phase II clinical supply manufacturing.
- Novation agreements transferred license obligations from dissolved subsidiary Enviro Therapeutics to Kairos.
- Internal Controls: Management concluded that disclosure controls and procedures were not effective as of March 31, 2026, due to a material weakness regarding segregation of duties and review procedures.
Investor Verification Checklist
- Liquidity Runway: Verify the specific timeline for cash exhaustion and the status of pending financing efforts given the "substantial doubt" disclosure.
- ATM Utilization: Monitor the pace of share sales under the ATM agreement and the resulting dilution impact.
- Celyn Acquisition: Confirm the closing status of the CL-273 asset acquisition and the final terms of the equity issuance (16.5% stake).
- Clinical Progress: Track enrollment and data readouts for the Phase 2 ENV 105 prostate cancer trial driving R&D costs.
- Internal Controls: Review remediation plans for the material weakness in internal controls over financial reporting.