Kairos Pharma director Form 4 discloses new RSU grants

Rhea-AI Filing Summary

Kairos Pharma, Ltd. (KAPA) reported equity awards to a director via a Form 4 filing. On 09/16/2025, the director acquired 10,000 shares of common stock at $0.00 per share, representing restricted stock units (RSUs) granted under the company’s 2023 Equity Incentive Plan in connection with its initial public offering. Following this grant, the director beneficially owned 10,000 shares, combining common stock and unvested RSUs.

On 10/08/2025, the director received an additional 19,084 RSUs at $0.00 per share under the same plan, which are scheduled to vest in full on the first anniversary of the grant date. After this transaction, the director beneficially owned 29,084 shares, consisting of 3,334 shares of common stock and 25,750 RSUs that remain subject to vesting.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Keyoung Hansoo Michael

(Last) (First) (Middle)

C/O KAIROS PHARMA, LTD.

2355 WESTWOOD BLVD, #139

(Street)

LOS ANGELES CA 90064

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kairos Pharma, LTD. [ KAPA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	09/16/2025		A		10,000(1)	A	$0.00	10,000(2)	D
COMMON STOCK	10/08/2025		A		19,084(3)	A	$0.00	29,084(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents 10,000 restricted stock units ("RSUs") issued to the Reporting Person under the Kairos Pharma, Ltd. 2023 Equity Incentive Plan (the "Plan"). The 10,000 RSUs were granted on September 16, 2024, in conjunction with the Issuer's initial public offering (IPO), and grant in substantially equal installments on the anniversary date of the IPO.

2. Consists of (i) 3,334 shares of common stock and (ii) 6,666 RSUs which remain subject to vesting.

3. Represents 19,084 RSUs) issued to the Reporting Person under the Plan. The 19,084 RSUs are scheduled to vest in full on the first anniversary of the grant date.

4. Consists of (i) 3,334 shares of common stock and (ii) 25,750 RSUs which remain subject to vesting.

	/s/ Hansoo Michael Keyoung	11/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions were reported for Kairos Pharma (KAPA)?

A director reported acquiring 10,000 shares on 09/16/2025 and 19,084 RSUs on 10/08/2025, both at $0.00 per share under the 2023 Equity Incentive Plan.

How many Kairos Pharma (KAPA) shares does the director beneficially own after these transactions?

After the reported transactions, the director beneficially owns 29,084 shares, including 3,334 common shares and 25,750 RSUs subject to vesting.

What are the terms of the 10,000 RSUs granted in connection with the Kairos Pharma IPO?

The 10,000 RSUs were granted on September 16, 2024 in conjunction with the IPO and are scheduled to vest in substantially equal installments on each anniversary of the IPO date.

When do the 19,084 RSUs granted to the Kairos Pharma director vest?

The 19,084 RSUs are scheduled to vest in full on the first anniversary of the grant date, as disclosed in the explanation of responses.

Under what plan were the Kairos Pharma (KAPA) RSUs granted to the director?

Both the 10,000 and 19,084 RSUs were granted to the director under the Kairos Pharma, Ltd. 2023 Equity Incentive Plan.

Is the reporting person a director or officer of Kairos Pharma (KAPA)?

The form identifies the reporting person as a Director of Kairos Pharma, Ltd., with the director box checked under the relationship section.