KAPA 8-K
Kairos Pharma, LTD. (KAPA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 29, 2026, Kairos Pharma Ltd. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) at which the Company’s stockholders considered and voted on five proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 22, 2026, as supplemented on May 26, 2026. At the Annual Meeting, there were a total of 21,411,198 shares of common stock eligible to vote, with each share representing one vote, of which 13,450,506 shares of common stock were voted in person or by proxy, representing 62.81% of the votes eligible to be cast. The final voting results for each matter are set forth in more detail below.
| 1. | Election of Directors. |
All of the following four nominees were elected to the Company’s board of directors, in accordance with the voting results listed below, to serve for a term of one year, until the next annual meeting and until their successors have been duly elected and have qualified.
| Nominee | For | Against | Withheld | Broker Non-Votes | ||||||||||||
| John S. Yu, M.D. | 8,189,240 | 0 | 381,505 | 4,879,761 | ||||||||||||
| Hyun W. Bae, M.D. | 8,438,397 | 0 | 132,348 | 4,879,761 | ||||||||||||
| Hansoo Michael Keyoung, M.D., Ph.D. | 8,438,397 | 0 | 132,348 | 4,879,761 | ||||||||||||
| Rahul Sighvi, Sci.D., MBA | 8,414,867 | 0 | 155,878 | 4,879,761 | ||||||||||||
| 2. | Ratification of the Company’s Independent Auditors. |
Stockholders ratified the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, in accordance with the voting results below.
| For | Against | Abstain | ||
| 13,241,007 | 169,047 | 40,452 |
| 3. | Approval of Amendment to Certificate of Incorporation. |
Stockholders approved, in accordance with the voting results below, an amendment to the Company’s certificate of incorporation to effect a reverse stock split of our common stock at a stock split ratio between 1:3 and 1:250, with the ultimate ratio to be determined by the Board of Directors and implemented on one or more occasions at the discretion of the Board of Directors.
| For | Against | Abstain | ||
| 11,232,321 | 1,945,235 | 272,950 |
| 4. | Approval of the Company’s Executive Compensation. |
Stockholders approved (on an advisory basis) the Company’s executive compensation.
| For | Against | Abstain | Broker Non-Votes | |||
| 7,784,120 | 782,829 | 3,796 | 4,879,761 |
| 5. | Approval of Amendments to Equity Incentive Plan. |
Stockholders approved (i) an increase of an additional 5,000,000 shares of common stock available for awards under the 2023 Equity Incentive Plan and (ii) an evergreen provision providing for an automatic 5% annual increase in the shares of common stock available for issuance under the 2023 Equity Incentive Plan over a period of ten years.
| For | Against | Abstain | Broker Non-Votes | |||
| 7,067,866 | 1,480,645 | 22,234 | 4,879,761 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 30, 2026 | ||
| KAIROS PHARMA LTD. | ||
| By: | /s/ John S. Yu | |
| Name: | John S. Yu | |
| Title: | Chief Executive Officer and Chairman of the Board of Directors | |
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