Kairos Pharma (KAPA) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2025, with stockholders able to vote online, by phone, or by mail.

• Stockholders of record as of April 29, 2025, are entitled to vote on all proposals.

• The Board recommends voting for all director nominees, for the ratification of auditors, for executive compensation, for annual say-on-pay votes, and for the issuance of more than 20% of common stock under the ELOC agreement.

Voting matters and shareholder proposals

• Proposals include election of four directors, ratification of Weinberg & Company, P.A. as auditor, advisory approval of executive compensation, advisory vote on frequency of say-on-pay, and approval to issue over 20% of common stock below minimum price under the ELOC agreement.

• Proposal 5 allows issuance of up to $15 million in common stock at a 5% discount to market under the ELOC agreement, potentially increasing to $30 million.

• Approval of Proposal 5 would remove the 19.99% cap on share issuance, providing greater fundraising flexibility but causing significant dilution to existing shareholders.

• No shareholder proposals were submitted for this meeting.

Board of directors and corporate governance

• The Board consists of four members, three of whom are independent.

• Director nominees: John S. Yu, Hyun W. Bae, Hansoo Michael Keyoung, and Rahul Singhvi.

• Committees include audit, compensation, and nominating/corporate governance, all comprised of independent directors.

• The Board oversees risk, strategy, and compliance, with committees handling specific oversight areas.

• Directors are indemnified to the fullest extent permitted by Delaware law.