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Kairos Pharma (KAPA) holders back reverse split and larger equity plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Kairos Pharma Ltd. reported the results of its 2026 annual stockholder meeting, where 13,450,506 of 21,411,198 eligible common shares were voted, representing 62.81% participation. All four director nominees were elected for one-year terms. Stockholders ratified Weinberg & Company, P.A. as auditor for the year ending December 31, 2026. They also approved an amendment to the certificate of incorporation authorizing a reverse stock split at a ratio between 1:3 and 1:250, to be implemented at the Board’s discretion. On an advisory basis, stockholders approved executive compensation. In addition, they approved adding 5,000,000 shares to the 2023 Equity Incentive Plan and an evergreen feature allowing a 5% annual share increase for ten years.

Positive

  • None.

Negative

  • None.

Insights

All management proposals passed, including reverse split and larger equity plan.

Stockholders of Kairos Pharma backed the full management slate: directors, auditor, reverse stock split authority, say-on-pay, and a sizable expansion of the 2023 Equity Incentive Plan. Turnout was 62.81% of 21,411,198 eligible shares, a solid participation level.

The reverse stock split authorization, with a broad 1:3 to 1:250 range and Board discretion on timing, gives flexibility to adjust the share price and share count structure. The 5,000,000-share plan increase plus a 5% annual evergreen over ten years meaningfully expands potential future equity issuance under the plan.

Future company filings describing any implemented reverse split and annual equity plan share increases will show how actively this newly approved flexibility is used and how it affects the overall share count over time.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares eligible to vote 21,411,198 shares Common stock eligible to vote at 2026 annual meeting
Shares voted 13,450,506 shares Representing 62.81% of eligible votes at 2026 annual meeting
Auditor ratification votes 13,241,007 For / 169,047 Against / 40,452 Abstain Weinberg & Company, P.A. for fiscal year ending December 31, 2026
Reverse stock split authorization 1:3 to 1:250 ratio range Board authorized to implement within this range at its discretion
Reverse split proposal votes 11,232,321 For / 1,945,235 Against / 272,950 Abstain Amendment to certificate of incorporation
Equity Plan share increase 5,000,000 shares Additional common shares for 2023 Equity Incentive Plan
Equity Plan evergreen rate 5% annual increase Automatic increase in plan shares for ten years
Say-on-pay votes 7,784,120 For / 782,829 Against / 3,796 Abstain Advisory approval of executive compensation
reverse stock split financial
"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"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
evergreen provision financial
"an evergreen provision providing for an automatic 5% annual increase in the shares of common stock available for issuance"
An evergreen provision is a clause in a financing or contract that automatically renews or replenishes the arrangement unless one party actively cancels it, like a subscription that keeps renewing each term. For investors it matters because it creates predictable, ongoing access to funding or ongoing contractual obligations — helping liquidity and planning — but can also hide long-term commitments or dilution risks if not reviewed.
broker non-votes regulatory
"For | | Against | | Abstain | | Broker Non-Votes 7,784,120 | | 782,829 | | 3,796 | | 4,879,761"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
equity incentive plan financial
"an increase of an additional 5,000,000 shares of common stock available for awards under the 2023 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
independent registered public accounting firm financial
"Stockholders ratified the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
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Understanding 8-K Material Events →
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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): June 29, 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.)

 

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

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 29, 2026, Kairos Pharma Ltd. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) at which the Company’s stockholders considered and voted on five proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 22, 2026, as 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 share representing one vote, of which 13,450,506 shares of common stock were voted in person or by proxy, representing 62.81% of the votes eligible to be cast. The final voting results for each matter are set forth in more detail below.

 

1. Election of Directors.

 

All of the following four 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.

 

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  

 

2. Ratification of the Company’s Independent Auditors.

 

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

 

2

 

 

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.  
     
By: /s/ John S. Yu  
Name:  John S. Yu  
Title: Chief Executive Officer and Chairman of the Board of Directors  

 

3

Source: View Original Filing on SEC EDGAR

FAQ

What did Kairos Pharma (KAPA) stockholders vote on at the 2026 annual meeting?

Stockholders voted on director elections, auditor ratification, a reverse stock split authorization, advisory approval of executive compensation, and changes to the 2023 Equity Incentive Plan, including more shares and a long-term evergreen increase feature.

How many Kairos Pharma (KAPA) shares were represented at the 2026 annual meeting?

A total of 13,450,506 common shares were voted in person or by proxy out of 21,411,198 shares eligible to vote, representing 62.81% of the votes that could be cast at the meeting.

What reverse stock split range did Kairos Pharma (KAPA) stockholders approve?

Stockholders approved an amendment allowing a reverse stock split of common stock at a ratio between 1:3 and 1:250, with the exact ratio and timing to be determined and implemented by the Board of Directors at its discretion.

How did Kairos Pharma (KAPA) stockholders vote on the 2023 Equity Incentive Plan changes?

Stockholders approved adding 5,000,000 common shares to the 2023 Equity Incentive Plan and an evergreen provision that automatically increases available shares by 5% annually for ten years, expanding the pool for future equity awards.

Was Kairos Pharma’s (KAPA) executive compensation approved at the 2026 meeting?

Yes. On an advisory basis, stockholders approved the company’s executive compensation, with 7,784,120 votes for, 782,829 against, 3,796 abstentions, and 4,879,761 broker non-votes recorded on the compensation proposal.

Which auditor did Kairos Pharma (KAPA) stockholders ratify for fiscal 2026?

Stockholders ratified Weinberg & Company, P.A. as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 13,241,007 votes for, 169,047 against, and 40,452 abstentions on the ratification proposal.

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