[SCHEDULE 13G/A] Kairos Pharma, Ltd. SEC Filing

Rhea-AI Filing Summary

Armistice Capital, LLC and Steven Boyd report beneficial ownership of 884,938 shares of Kairos Pharma, Ltd. common stock, representing 4.99% of the class. Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the shares, and exercises shared voting and dispositive power over the securities under an Investment Management Agreement. Neither Armistice Capital nor Mr. Boyd claim sole voting or sole dispositive power; both report 0 sole and 884,938 shared voting and dispositive powers. The filing states the shares are held in the ordinary course of business and not acquired to influence control. The Schedule 13G/A is jointly filed and signed by Steven Boyd as Managing Member.

Positive

• Transparent disclosure of a 4.99% beneficial stake in Kairos Pharma, LTD.
• Clear delineation that the position is held by a Master Fund with voting and investment authority exercised by Armistice Capital under an Investment Management Agreement
• Filing classification as Schedule 13G/A indicates the holders report passive intent and certify ordinary-course holdings

Negative

• None.

Insights

Securities Analyst

TL;DR: Armistice Capital and its managing member disclose a passive 4.99% stake in KAPA, below the 5% reporting threshold for activist intent.

The filing shows the position is held by a managed master fund with Armistice Capital exercising shared voting and dispositive authority under an Investment Management Agreement. Reporting as a Schedule 13G (Amendment) indicates a passive intent rather than an active attempt to influence control. For investors, this documents a moderately sized institutional holder but does not signal an imminent governance change or proxy contest.

Corporate Governance Expert

TL;DR: The joint Schedule 13G/A documents compliance and clarifies that the stake is managed, not controlled, by the reporting persons.

The disclosure clarifies that the Master Fund holds the shares while the adviser (Armistice) and its managing member (Steven Boyd) exercise voting and investment power. The Master Fund disclaims beneficial ownership due to the management agreement, which is a standard structure. The joint filing and certifications align with routine regulatory practice for passive investors near the 5% mark.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Kairos Pharma, LTD.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

48301N104

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 48301N104

1

Names of Reporting Persons

Armistice Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 884,938.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 884,938.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

884,938.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.99 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 48301N104

1

Names of Reporting Persons

Steven Boyd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 884,938.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 884,938.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

884,938.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Kairos Pharma, LTD.
(b)	Address of issuer's principal executive offices: 2355 WESTWOOD BLVD. #139, LOS ANGELES, CA, 90064
Item 2.
(a)	Name of person filing: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 48301N104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 884,938
(b)	Percent of class: 4.99 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 884,938
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 884,938 The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on information from the Issuer. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	08/14/2025

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	08/14/2025

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: August 14, 2025 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd

FAQ

How many shares of KAPA does Armistice Capital report owning?

The reporting persons disclose beneficial ownership of 884,938 shares, representing 4.99% of Kairos Pharma's common stock.

Does Armistice Capital claim sole voting or dispositive power over the shares of KAPA?

No. The filing reports 0 sole voting power and 0 sole dispositive power, with 884,938 shared voting and dispositive powers.

Who is the direct holder of the reported KAPA shares?

The direct holder is Armistice Capital Master Fund Ltd. The fund is the recorded owner while Armistice Capital acts as investment manager with voting and investment authority.

Does the filing indicate an intent to influence control of Kairos Pharma (KAPA)?

No. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Who signed the Schedule 13G/A for this KAPA filing?

The filing is signed by Steven Boyd as Managing Member of Armistice Capital, LLC and also signed individually by Steven Boyd.