Kairos Pharma (KAPA) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2025, and will be held virtually, allowing global participation and electronic voting.

• Stockholders of record as of April 29, 2025, are eligible to vote on key proposals, including director elections, auditor ratification, executive compensation, and a significant equity issuance.

• 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 proposed equity issuance.

Voting matters and shareholder proposals

• Proposals include electing four directors, ratifying 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 an equity line of credit (ELOC).

• Proposal 5 seeks approval to issue more than 20% of common stock at a discount under the ELOC, potentially raising up to $30 million, with $15 million already registered.

• Board recommends annual advisory votes on executive compensation.

• No shareholder proposals were submitted for this meeting.

Board of directors and corporate governance

• Four directors are nominated: John S. Yu, Hyun W. Bae, Hansoo Michael Keyoung, and Rahul Singhvi, with three deemed independent.

• Board committees include audit, compensation, and nominating/governance, all composed of independent directors.

• The Board oversees risk, strategy, and compliance, with regular meetings and committee charters posted online.

• Code of Business Conduct and Ethics and insider trading policy are in place.