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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): July 16, 2026
Kairos
Pharma, Ltd.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42275 |
|
46-2993314 |
| (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, 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
1.01 Entry into a Material Definitive Agreement.
On
July 16, 2026, Kairos Pharma, Ltd. (the “Company”) entered into an Agreement for the Support of Investigator /
Institution Initiated Research (the “IIR Agreement”) co-developed with Bayer HealthCare Pharmaceuticals Inc.
(“Bayer”), pursuant to which Bayer will provide the Company with radium for use in the
Company’s study into the therapeutic activity in models of prostate cancer bone metastasis of radium with ENV-105 (carotuximab) (the “Study”).
In
exchange, the Company has agreed to provide final analysis, interpretation and conclusions from the Study to Bayer within 6 months of
the completion date of the Study. Additionally, while the Company is solely responsible for initiating, managing, and financing
the Study, the Company must obtain prior written approval from Bayer prior to making any material changes to Study protocols.
The
IIR Agreement contains customary affirmative and negative covenants with respect to the Company, including, among other things, compliance
with laws, insurance, and indemnification covenants. Additionally, the IIR Agreement contains customary confidentiality, publication,
liability and remedies provisions.
The
description of the IIR Agreement contained in this Item 1.01 is qualified in its entirety by reference to the text of the IIR Agreement,
a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K.
Item 8.01. Other Events.
On
July 22, 2026, the Company published a press release announcing its entry into the IIR Agreement. The Company’s press release
is furnished herewith as Exhibit 99.1.
The
information provided in this Item 8.01 (including Exhibit 99.1 hereto), is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such
a filing.
Item
9.01. Financial Statement and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1* |
|
Agreement
for the Support of Investigator / Institution Initiated Research, dated July 16, 2026, between Bayer HealthCare Pharmaceuticals
Inc. and Kairos Pharma Ltd. |
| 99.1 |
|
Press Release, dated July 22, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain identified information has been excluded from this Exhibit because it is both (i) not material and (ii) the type of information that the Company treats as private or confidential.
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.
| |
KAIROS
PHARMA, LTD. |
| Dated:
July 22, 2026 |
|
|
| |
By: |
/s/
John S. Yu |
| |
Name:
|
John
S. Yu |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1

Kairos
Pharma Announces Strategic Collaboration with Bayer to Enhance XOFIGO Activity in Metastatic Prostate Cancer
Combination
Targets a $570M–$1.3B Addressable Global Market; ENV-105 Phase 2 Data Show 86% Clinical Benefit Rate in Resistant mCRPC
LOS
ANGELES – July 22, 2026 – Kairos Pharma, Ltd. (NYSE American: KAPA), a clinical-stage biopharmaceutical company focused
on overcoming cancer drug resistance, today announced a strategic collaboration with Bayer to evaluate Kairos Pharma’s lead antibody
ENV-105 (carotuximab), a first-in-class CD105/BMP signaling inhibitor, in combination with Bayer’s XOFIGO (radium-223 dichloride)
in metastatic castration-resistant prostate cancer (mCRPC) involving bone.
Kairos
Pharma’s current programs with ENV-105 include a Phase 1 trial in EGFR-driven non-small cell lung cancer and a Phase 2 trial for
castrate resistant prostate cancer. Last year, Kairos announced positive interim efficacy data from the Phase 2 trial showcasing
median progression-free survival was more than 13 months, a significant improvement from standard of care. These data were presented
at the 2025 ESMO Congress in Berlin. XOFIGO is the first and only FDA-approved alpha-emitting radiopharmaceutical for mCRPC with symptomatic
bone metastases and is currently advancing through additional combination studies, including the Phase III PEACE-3 trial, which demonstrated
a 24% reduction in mortality risk when combined with enzalutamide (HR 0.76; p=0.009).
“Drug
resistance remains one of the greatest challenges in advanced prostate cancer, and XOFIGO, like many standard-of-care therapies, can
lose efficacy over time,” said John Yu, M.D., Chief Executive Officer of Kairos Pharma. “ENV-105 has already demonstrated
the ability to re-sensitize tumors to existing treatments with a strong safety profile, and this collaboration with Bayer represents
a major milestone in our mission to deliver more durable and more effective treatment regimens for patients with metastatic prostate
cancer.”
Previous
published work has demonstrated the efficacy of ENV-105 in radiation sensitization in prostate cancer preclinical models. CD105 is upregulated
in response to standard androgen receptor inhibition and in responses to ionizing radiation, driving pro-survival BMP-SMAD signaling
pathways underlying therapy resistance. Targeting CD105 with ENV-105 re-sensitizes resistant tumors and may extend the duration and depth
of response to XOFIGO’s targeted alpha therapy.
Neil
Bhowmick, Ph.D., Chief Scientific Officer and Principal Investigator stated, “CD105’s role as a central resistance mechanism
validated now across multiple drug classes makes this collaboration scientifically compelling and clinically timely, given XOFIGO’s
recent Phase III momentum.”
About
Kairos Pharma Ltd.
Based
in Los Angeles, California, Kairos Pharma Ltd. (NYSE American: KAPA) is at the forefront of oncology therapeutics, utilizing structural
biology to overcome drug resistance and immune suppression in cancer. Kairos Pharma’s lead candidate, ENV-105, is an antibody that
targets CD105—a protein identified as a key driver of resistance and disease relapse in response to standard therapy. ENV-105 aims
to reverse drug resistance by targeting CD105 and restore the effectiveness of standard therapies across multiple cancer types. For more
information, visit kairospharma.com.
CAUTIONARY
STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This
press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. You
can identify forward-looking statements as those that are not historical in nature, particularly those that use terminology such as “may,”
“should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,”
“plans,” “projected,” “predicts,” “potential” or “hopes” or the negative
of these or similar terms. The reader is cautioned not to rely on these forward-looking statements. If underlying assumptions prove inaccurate,
or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of
Kairos Pharma. We base these forward-looking statements on our expectations and projections about future events, which we derive from
the information currently available to us. Such forward-looking statements relate to future events or our future performance. In evaluating
these forward-looking statements, you should consider various factors, including: our expectations regarding the success and/or completion
of our Phase 1 and Phase 2 clinical trials; our success in completing newly initiated clinical trials, commence new trials, and obtain
regulatory approval following the conclusion of such trials; challenges and uncertainties inherent in product research and development;
and the uncertainty regarding future commercial success. These and other factors may cause our actual results to differ materially from
any forward-looking statement. Forward-looking statements are only predictions. The forward-looking statements discussed in this press
release and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ
materially and are subject to risks, uncertainties and assumptions about us, including those described in Kairos Pharma’s prospectus
and our other filings made with the SEC. We are not obligated to publicly update or revise any forward-looking statement, and Kairos
Pharma is not required to update any forward-looking statement as a result of new information or future events or developments, except
as required by U.S. federal securities laws.
Contact:
investors@kairospharma.com