UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 001-42275

KAIROS PHARMA, LTD.

(Exact name of registrant as specified in its charter)

Delaware

46-2993314

(State or other jurisdiction of

incorporation or organization)

(I.R.S Employer

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)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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, par value $0.001 per share		KAPA		NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒

The number of shares issued and outstanding of the registrant’s common stock on November 14, 2025 was 20,821,353.

KAIROS PHARMA, LTD.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		3

Item 1.	Financial Statements	3
	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	3
	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024	4
	Unaudited Condensed Consolidated Statements of Shareholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2025 and 2024	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Control and Procedures	26

PART II - OTHER INFORMATION		27

Item 1	Legal Proceedings	27
Item 1A	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28

SIGNATURES		29

PART I-FINANCIAL INFORMATION

Item 1: Financial Statements.

Kairos Pharma, Ltd.

Condensed Consolidated Balance Sheets

(In thousands, except for share amounts and par value data)

	September 30,			December 31,
	2025			2024
		(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	5,575		$	1,272
Vendor advances, net		1,057			2,859
Prepaid expenses and other current assets		24			38
Total Current Assets		6,656			4,169

Deferred offering costs		1,308			1,377
Intangible assets, net		102			222
Total Other Assets		1,410			1,599

TOTAL ASSETS	$	8,066		$	5,768

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	402		$	992
Total Current Liabilities		402			992

Commitments and contingencies		-			-

Shareholders’ Equity
Preferred stock, par value $0.001, 20,000,000 shares authorized; no shares issued and outstanding, respectively;		-			-
Common stock, par value $0.001, 100,000,000 shares authorized; 20,821,353 and 13,736,597 shares issued and outstanding, respectively		21			14
Additional paid-in capital		20,540			13,577
Accumulated deficit		(12,897	)		(8,815	)
Total Shareholders’ Equity		7,664			4,776

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	8,066		$	5,768

The accompanying notes are an integral part of these condensed consolidated financial statements.

Kairos Pharma, Ltd.

Condensed Consolidated Statements of Operations

(in thousands, except for share amounts and per share data)

	2025			2024			2025			2024
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
	(Unaudited)						(Unaudited)

Revenues	$	-		$	-		$	-		$	-

Operating expenses:
Research and development		608			14			1,597			242
General and administrative		827			369			2,560			655
Total operating expenses		1,435			383			4,157			897

Loss from operations		(1,435	)		(383	)		(4,157	)		(897	)

Other income (expenses):
Interest expense		-			(12	)		-			(35	)
Financing costs		-			(537	)		-			(537	)
Debt discount amortization		-			(115	)		-			(154	)
Interest income		37			-			75			-
Total other income (expenses)		37			(664	)		75			(726	)

NET LOSS	$	(1,398	)	$	(1,047	)	$	(4,082	)	$	(1,623	)

BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.07	)	$	(0.10	)	$	(0.23	)	$	(0.15	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		20,206,033			10,910,227			17,621,164			10,679,776

The accompanying notes are an integral part of these condensed consolidated financial statements.

Kairos Pharma, Ltd.

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

(in thousands, except share amounts)

	Shares		Amount		Paid-in Capital		Deficit			Total
	Common Stock				Additional		Accumulated
	Shares		Amount		Paid-in Capital		Deficit			Total

Balance, June 30, 2025 (unaudited)		17,743,765	$	18	$	17,478	$	(11,499	)	$	5,997

Common shares issued for cash through equity line of credit, net of expenses		3,000,000		3		2,992		-			2,995

Fair value of vested restricted stock units		66,186		-		70		-			70

Issuance of common shares through cashless exercise of stock warrants		11,402		-		-		-			-

Net loss for the three months ended September 30, 2025		-		-		-		(1,398	)		(1,398	)

Balance, September 30, 2025 (unaudited)		20,821,353	$	21	$	20,540	$	(12,897	)	$	7,664

SEC Form 10-Q filed by Kairos Pharma Ltd.