Kairos Pharma, LTD. 8-K

What Happened
On March 2, 2026, Kairos Pharma, Ltd. announced it entered a binding term sheet with privately held Celyn Therapeutics, Inc. to acquire 100% of the worldwide rights to CL-273, an investigational, reversible, wild-type–sparing pan‑EGFR small molecule inhibitor being developed for EGFR‑mutant non‑small cell lung cancer. The agreement contemplates issuing equity to Celyn such that Celyn would hold 16.5% of Kairos on a fully diluted basis at closing, a $15 million milestone payment upon FDA NDA/BLA submission (payable in cash and shares), and a 2% royalty on U.S. net revenues for the life of the applicable IP. Closing is subject to customary conditions, including shareholder approvals and, if required, NYSE American approval.

Key Details

• Equity consideration: shares to be issued so Celyn holds 16.5% of Kairos on a fully diluted basis; shares may be common stock, non‑voting convertible preferred, or a mix to comply with NYSE American rules or delay >19.99% common issuance.
• Milestone: $15 million due upon FDA NDA/BLA submission, payable in cash and shares.
• Royalties: 2% royalty on U.S.-generated net revenues for the life of the applicable IP.
• Closing conditions: customary conditions including shareholder approval of both parties, no material adverse effect, and possible NYSE American approval.
• Documentation: the Term Sheet is filed as Exhibit 10.1 and a press release is furnished as Exhibit 99.1 to the Form 8‑K.

Why It Matters
This proposed acquisition would add an oncology asset (CL‑273) targeting EGFR‑mutant NSCLC to Kairos’s pipeline, potentially expanding its clinical portfolio and future commercial opportunities. However, the deal involves meaningful near‑term equity dilution (16.5% fully diluted position for Celyn), contingent milestone payments, and ongoing royalty obligations that would reduce future revenue upside. The transaction is not closed and requires shareholder and possibly NYSE American approval, so investors should view this as a material but conditional corporate-development event.