UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): ~~June~~July 2915, 2026

Kairos Pharma, Ltd.

(Exact name of registrant as specified in its charter)

Delaware	001-42275	46-2993314
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2355 Westwood Blvd, #139

Los Angeles, CA 90064

(Address of Principal Executive Offices) (Zip Code)

(310) 948-2356

(Registrant’s Telephone Number, Including Area Code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.001 per share	KAPA	NYSE American
Common Stock, par value $0.001 per share	KAPA	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 58.0701. ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

On ~~June~~July 2915, 2026, Kairos Pharma, Ltd. (the “Company”) ~~held~~issued ~~its~~a ~~2026~~press ~~annual~~release ~~meeting~~reporting ofinterim ~~stockholders~~safety ~~(the~~data ~~“Annual~~from ~~Meeting”) at which~~ the Company’s ongoing ~~stockholders~~Phase ~~considered~~1 ~~and~~clinical ~~voted~~trial onevaluating ~~five~~ENV-105 ~~proposals~~(Carotuximab), ~~each of which is described~~ in ~~more~~combination ~~detail in the Company’s definitive proxy statement filed~~ with ~~the Securities and Exchange Commission on May 22~~osimertinib, ~~2026,~~in aspatients ~~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~~advanced ~~share representing one vote, of which~~EGFR-mutated ~~13,450,506~~non-small ~~shares~~cell oflung ~~common~~cancer. ~~stock~~A ~~were~~copy ~~voted in person or by proxy, representing 62.81%~~ of the ~~votes~~press ~~eligible~~release tois befurnished ~~cast. The~~herewith ~~final~~as ~~voting~~Exhibit ~~results for each matter are set forth in more detail below~~99.1.

The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. ~~Election~~The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of ~~Directors~~1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

~~All of~~Item ~~the~~9.01. ~~following~~Financial ~~four~~Statement ~~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~~Exhibits.

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

(d) Exhibits.

2. Ratification of the Company’s Independent Auditors.

Exhibit No.		Description
99.1		Press Release dated July 15, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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

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.
KAIROS PHARMA LTD.
Dated: July 15, 2026
~~By:~~	~~/s/ John S. Yu~~By:	/s/ John S. Yu
~~Name:~~	~~John S. Yu~~Name:	John S. Yu
~~Title:~~	~~Chief Executive Officer and Chairman of the Board of Directors~~Title:	Chief Executive Officer

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