Kairos Pharma, LTD. 8-K

What Happened

• Kairos Pharma Ltd. (KAPA) held its 2026 annual meeting on June 29, 2026 and filed an 8‑K on June 30, 2026 announcing the voting results. Shareholders approved an amendment to the certificate of incorporation to permit a reverse stock split at a ratio between 1-for-3 and 1-for-250 (final ratio to be set by the Board), elected four directors for one-year terms, ratified Weinberg & Company, P.A. as independent auditors for 2026, and cast an advisory vote in favor of the company’s executive compensation. A proposal to increase shares under the 2023 Equity Incentive Plan and add a 5% annual “evergreen” increase was also approved.

Key Details

• Voting turnout: 13,450,506 shares voted in person or by proxy (62.81% of 21,411,198 shares eligible).
• Reverse split amendment: For 11,232,321; Against 1,945,235; Abstain 272,950. Board may implement a split between 1:3 and 1:250 on one or more occasions.
• Director elections (each elected for one year): John S. Yu, M.D.; Hyun W. Bae, M.D.; Hansoo Michael Keyoung, M.D., Ph.D.; Rahul Sighvi, Sci.D., MBA. Example vote totals: Hyun W. Bae and Hansoo Keyoung each received 8,438,397 votes For; broker non-votes totaled 4,879,761.
• Auditor ratification: Weinberg & Company, P.A. ratified — For 13,241,007; Against 169,047; Abstain 40,452.
• Equity plan amendment approved to add 5,000,000 shares and an evergreen 5% annual increase; vote: For 7,067,866; Against 1,480,645; Abstain 22,234.

Why It Matters

• The approved reverse split authorization gives the Board power to consolidate shares, which will reduce the number of outstanding shares and increase the share price on a per‑share basis if and when implemented. Companies commonly use reverse splits for listing compliance or to broaden investor interest, but implementation is at the Board’s discretion.
• The equity plan increase and evergreen provision expand shares available for employee and executive awards, which can support hiring and retention but may dilute existing holders over time.
• Ratifying the auditor and re-electing directors provides continuity for governance and financial reporting. The advisory (non-binding) approval of executive compensation signals shareholder support for pay practices.