Exclusive Financial Advisor. Under the Engagement Letter, the Representative has been engaged as the exclusive financial advisor for a term that will expire upon the later to occur of (i) eighteen (18) months after the date of the Engagement Letter, (ii) twelve (12) months after the Closing Date of the Offering or (iii) the mutual written agreement of the Company and the Representative to terminate such role. This term may be extended for additional six (6) month periods under the same terms and conditions as described in the Engagement Letter. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, KAIROS PHARMA, LTD. By: /s/ Jxxx X. Xx Name: Jxxx X. Xx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: BOUSTEAD SECURITIES, LLC By: /s/ Lxxxxxx Xxxxx Name: Lxxxxxx Xxxxx Title: President SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Boustead Securities, LLC 0 EX Xxxxxx LLC 810,590 Sxxxxx Securities, Inc. 739,410 TOTAL 1,550,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 1,550,000 Public Offering Price per Firm Share: $4.00 Underwriting Discount per Firm Share: $0.28 Non-Accountable Expense Allowance per Firm Share: $0.04 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. EXHIBIT A Form of Representative’s Warrant See attached EXHIBIT B-1 LIST OF LOCK-UP PARTIES Name Position(s) Jxxx X. Xx, X.X. XXX and Chairman of the Board of Directors Nxxx Xxxxxxxx, Ph.D. Chief Scientific Officer Rxxxxxxxxxxx Xxxxxx. Ph.D. Vice President of Research and Development Dxxx Xxxxxxxxx Chief Financial Officer Hxxx X. Xxx, X.X. Xxxxxxxx Rxxxxxxx Xxxxxxx M.D., Ph.D. Director Designate Hxxxxx Mxxxxxx Xxxxxxx, M.D., Ph.D. Director Designate Exxxx Xxxxxx Shareholder Txxxx Xxxxx Capital, LLC Shareholder Avander Holdings LLC Shareholder Belmet Therapeutics LLC Shareholder Tracon Pharmaceuticals Shareholder EXHIBIT B-2 Form of Lock-Up Agreement (Executive Officers, Directors and 5% Holders) __________, 2024 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Irvine, CA 92618 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Boustead Securities, LLC (the “Underwriter”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Kairos Pharma, Ltd., a Delaware corporation (the “Company”), and the Underwriter, relating to the proposed public offering (the “Offering”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. In order to induce the Underwriter to continue its efforts in connection with the Offering, and in light of the benefits that the offering of the shares of Common Stock will confer upon the undersigned in the capacity as an executive officer, director and/or 5% or greater shareholder of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is the 365th day after the commencement date of the trading of the Common Stock (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, the Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for shares of Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the shares of Common Stock. If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Underwriter waives, in writing, such extension. If the undersigned is an executive officer or director of the Company, (i) the Underwriter agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Underwriter will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Underwriter hereunder to any such executive officer or director shall only be effective two (2) business days after the publication date of such press release; provided that such press release is not a condition to the release of the aforementioned lock-up provisions due to the expiration of the Lock-Up Period. The provisions of this paragraph will also not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The restrictions set forth in the immediately preceding paragraph shall not apply to:
Appears in 1 contract
Exclusive Financial Advisor. Under the Engagement Letter, the Representative has been engaged as the exclusive financial advisor for a term that will expire upon the later to occur of (i) eighteen (18) months after the date of the Engagement Letter, (ii) twelve (12) months after the Closing Date of the Offering or (iii) the mutual written agreement of the Company and the Representative to terminate such role. This term may be extended for additional six (6) month periods under the same terms and conditions as described in the Engagement Letter. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, KAIROS PHARMAORIGIN LIFE SCIENCES, LTDINC. By: /s/ Jxxx X. Xx Name: Jxxx X. Xx Xxxxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: BOUSTEAD SECURITIES, LLC By: /s/ Lxxxxxx Xxxxx Name: Lxxxxxx Xxxxx Xxxxx Title: President Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Boustead Securities, LLC 0 EX Xxxxxx LLC 810,590 Sxxxxx Securities, Inc. 739,410 TOTAL 1,550,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 1,550,000 _____ Public Offering Price per Firm Share: $4.00 _____ Underwriting Discount per Firm Share: $0.28 ____ Non-Accountable Expense Allowance per Firm Share: $0.04 ____ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. EXHIBIT A Form of Representative’s Warrant See attached EXHIBIT B-1 LIST OF LOCK-UP PARTIES Name Position(s) Jxxx X. Xx, X.X. XXX and Chairman of the Board of Directors Nxxx Xxxxxxxx, Ph.D. Chief Scientific Officer Rxxxxxxxxxxx Xxxxxx. Ph.D. Vice President of Research and Development Dxxx Xxxxxxxxx Chief Financial Officer Hxxx X. Xxx, X.X. Xxxxxxxx Rxxxxxxx Xxxxxxx M.D., Ph.D. Director Designate Hxxxxx Mxxxxxx Xxxxxxx, M.D., Ph.D. Director Designate Exxxx Xxxxxx Shareholder Txxxx Xxxxx Capital, LLC Shareholder Avander Holdings LLC Shareholder Belmet Therapeutics LLC Shareholder Tracon Pharmaceuticals Shareholder EXHIBIT B-2 Form of Lock-Up Agreement (Executive Officers, Directors and 5% Holders) __________, 2024 2023 Boustead Securities, LLC 6 0 Xxxxxxx, Xxxxx 000 Irvine, CA 92618 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Boustead Securities, LLC (the “Underwriter”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Kairos PharmaOrigin Life Sciences, Ltd.Inc., a Delaware corporation (the “Company”), and the Underwriter, relating to the proposed initial public offering (the “Offering”) of common stock, par value $0.001 0.01 per share (the “Common Stock”), of the Company. In order to induce the Underwriter to continue its efforts in connection with the Offering, and in light of the benefits that the offering of the shares of Common Stock will confer upon the undersigned in the capacity as an executive officer, director and/or 5% or greater shareholder of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is the 365th day after the commencement date of the trading of the Common Stock (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, the Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for shares of Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the shares of Common Stock. The foregoing lock-up restrictions shall not apply to any shares of Common Stock that are held by a selling stockholder of the Company identified in the resale prospectus that forms a part of the Registration Statement (the “Resale Prospectus”) and will be sold pursuant to the Resale Prospectus. If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Underwriter waives, in writing, such extension. If the undersigned is an executive officer or director of the Company, (i) the Underwriter agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Underwriter will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Underwriter hereunder to any such executive officer or director shall only be effective two (2) business days after the publication date of such press release; provided provided, that such press release is not a condition to the release of the aforementioned lock-up provisions due to the expiration of the Lock-Up Period. The provisions of this paragraph will also not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The restrictions set forth in the immediately preceding paragraph shall not apply to:
Appears in 1 contract
Exclusive Financial Advisor. Under the Engagement Letter, the Representative has been engaged as the exclusive financial advisor for a term that will expire upon the later to occur of (i) eighteen (18) months after the date of the Engagement Letter, (ii) twelve (12) months after the Closing Date of the Offering or (iii) the mutual written agreement of the Company and the Representative to terminate such role. This term may be extended for additional six (6) month periods under the same terms and conditions as described in the Engagement Letter. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, KAIROS PHARMA, LTD. By: /s/ Jxxx X. Xx Name: Jxxx X. Xx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: BOUSTEAD SECURITIES, LLC By: /s/ Lxxxxxx Xxxxx Name: Lxxxxxx Xxxxx Title: President SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Boustead Securities, LLC 0 EX Xxxxxx LLC 810,590 Sxxxxx Securities, Inc. 739,410 TOTAL 1,550,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 1,550,000 _____ Public Offering Price per Firm Share: $4.00 _____ Underwriting Discount per Firm Share: $0.28 ____ Non-Accountable Expense Allowance per Firm Share: $0.04 ____ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. EXHIBIT A Form of Representative’s Warrant See attached EXHIBIT B-1 LIST OF LOCK-UP PARTIES Name Position(s) Jxxx X. Xx, X.X. XXX and Chairman of the Board of Directors Nxxx Xxxxxxxx, Ph.D. Chief Scientific Officer Rxxxxxxxxxxx Xxxxxx. Ph.D. Vice President of Research and Development Dxxx Xxxxxxxxx Chief Financial Officer Hxxx X. Xxx, X.X. Xxxxxxxx Rxxxxxxx Xxxxxxx M.D., Ph.D. Director Designate Hxxxxx Mxxxxxx Xxxxxxx, M.D., Ph.D. Director Designate Exxxx Xxxxxx Shareholder Txxxx Xxxxx Capital, LLC Shareholder Avander Holdings LLC Shareholder Belmet Therapeutics LLC Shareholder Tracon Pharmaceuticals Shareholder EXHIBIT B-2 Form of Lock-Up Agreement (Executive Officers, Directors and 5% Holders) __________, 2024 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 Irvine, CA 92618 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Boustead Securities, LLC (the “Underwriter”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Kairos Pharma, Ltd., a Delaware corporation (the “Company”), and the Underwriter, relating to the proposed public offering (the “Offering”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. In order to induce the Underwriter to continue its efforts in connection with the Offering, and in light of the benefits that the offering of the shares of Common Stock will confer upon the undersigned in the capacity as an executive officer, director and/or 5% or greater shareholder of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is the 365th day after the commencement date of the trading of the Common Stock (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, the Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for shares of Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the shares of Common Stock. If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Underwriter waives, in writing, such extension. If the undersigned is an executive officer or director of the Company, (i) the Underwriter agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Underwriter will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Underwriter hereunder to any such executive officer or director shall only be effective two (2) business days after the publication date of such press release; provided that such press release is not a condition to the release of the aforementioned lock-up provisions due to the expiration of the Lock-Up Period. The provisions of this paragraph will also not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The restrictions set forth in the immediately preceding paragraph shall not apply to:
Appears in 1 contract
Exclusive Financial Advisor. Under the Engagement Letter, the Representative has been engaged as the exclusive financial advisor for a term that will expire upon the later to occur of (i) eighteen fifteen (1815) months after the date of the Engagement Letter, (ii) twelve (12) months after the Closing Date of the Offering or (iii) the mutual written agreement of the Company and the Representative to terminate such role. This term may be extended for additional six (6) month periods under the same terms and conditions as described in the Engagement Letter. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, KAIROS PHARMAUNIFOIL HOLDINGS, LTDINC. By: /s/ Jxxx X. Xx Name: Jxxx X. Xx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: BOUSTEAD SECURITIES, LLC By: /s/ Lxxxxxx Xxxxx Name: Lxxxxxx Xxxxx Title: President SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Boustead Securities, LLC 0 EX [●] Xxxxxx LLC 810,590 Sxxxxx Securities, Inc. 739,410 [●] TOTAL 1,550,000 [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 1,550,000 [●] Public Offering Price per Firm Share: $4.00 [●] Underwriting Discount per Firm Share: $0.28 [●] Non-Accountable Expense Allowance per Firm Share: $0.04 [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. EXHIBIT A Form of Representative’s Warrant See attached EXHIBIT B-1 LIST OF LOCK-UP PARTIES Name Position(s) Jxxx X. Xx, X.X. XXX and Chairman of the Board of Directors Nxxx Xxxxxxxx, Ph.D. Chief Scientific Officer Rxxxxxxxxxxx Xxxxxx. Ph.D. Vice President of Research and Development Dxxx Xxxxxxxxx Chief Financial Officer Hxxx X. Xxx, X.X. Xxxxxxxx Rxxxxxxx Xxxxxxx M.D., Ph.D. Director Designate Hxxxxx Mxxxxxx Xxxxxxx, M.D., Ph.D. Director Designate Exxxx Xxxxxx Shareholder Txxxx Xxxxx Capital, LLC Shareholder Avander Holdings LLC Shareholder Belmet Therapeutics LLC Shareholder Tracon Pharmaceuticals Shareholder EXHIBIT B-2 Form of Lock-Up Agreement (Executive Officers, Directors and 5% Holders) __________, 2024 2023 Boustead Securities, LLC 6 0 Xxxxxxx, Xxxxx 000 Irvine, CA 92618 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Boustead Securities, LLC (the “Underwriter”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Kairos PharmaUnifoil Holdings, Ltd.Inc., a Delaware New Jersey corporation (the “Company”), and the Underwriter, relating to the proposed public offering (the “Offering”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. In order to induce the Underwriter to continue its efforts in connection with the Offering, and in light of the benefits that the offering of the shares of Common Stock will confer upon the undersigned in the capacity as an executive officer, director and/or 5% or greater shareholder of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is the 365th day after the commencement date of the trading of the Common Stock (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, the Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for shares of Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the shares of Common Stock. If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Underwriter waives, in writing, such extension. If the undersigned is an executive officer or director of the Company, (i) the Underwriter agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Underwriter will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Underwriter hereunder to any such executive officer or director shall only be effective two (2) business days after the publication date of such press release; provided provided, that such press release is not a condition to the release of the aforementioned lock-up provisions due to the expiration of the Lock-Up Period. The provisions of this paragraph will also not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The restrictions set forth in the immediately preceding paragraph shall not apply to:
Appears in 1 contract
Exclusive Financial Advisor. Under the Engagement Letter, the Representative has been engaged as the exclusive financial advisor for a term that will expire upon the later to occur of (i) eighteen six (186) months after the date filing of the Engagement LetterRegistration Statement, (ii) twelve (12) months after the Closing Date of the Offering or (iii) the mutual written agreement of the Company and the Representative to terminate such role. This term may be extended for additional six (6) month periods under the same terms and conditions as described in the Engagement Letter. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, KAIROS PHARMAMANGOCEUTICALS, LTDINC. By: /s/ Jxxx X. Xx Name: Jxxx Jxxxx X. Xx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: BOUSTEAD SECURITIES, LLC By: /s/ Lxxxxxx Xxxxx Name: Lxxxxxx Kxxxx Xxxxx Title: President Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC 0 EX Xxxxxx LLC 810,590 Sxxxxx Securities, Inc. 739,410 TOTAL 1,550,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 1,550,000 [_____] Number of Option Shares: [_____] Public Offering Price per Firm Share or Option Share, as applicable: $4.00 [_____] Underwriting Discount per Firm Share or Option Share, as applicable: $0.28 [_____] Non-Accountable Expense Allowance per Firm Share or Option Share, as applicable: $0.04 [_____] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. EXHIBIT A Form of Representative’s Warrant See attached EXHIBIT B-1 LIST OF LOCK-UP PARTIES Name Position(s) Jxxx X. Xx, X.X. XXX and Chairman of the Board of Directors Nxxx Xxxxxxxx, Ph.D. Chief Scientific Officer Rxxxxxxxxxxx Xxxxxx. Ph.D. Vice President of Research and Development Dxxx Xxxxxxxxx Chief Financial Officer Hxxx X. Xxx, X.X. Xxxxxxxx Rxxxxxxx Xxxxxxx M.D., Ph.D. Director Designate Hxxxxx Mxxxxxx Xxxxxxx, M.D., Ph.D. Director Designate Exxxx Xxxxxx Shareholder Txxxx Xxxxx Capital, LLC Shareholder Avander Holdings LLC Shareholder Belmet Therapeutics LLC Shareholder Tracon Pharmaceuticals Shareholder EXHIBIT B-2 Form of Lock-Up Agreement (Executive Officers, Directors and 5% Holders) __________, 2024 2023 Boustead Securities, LLC 6 Xxxxxxx, Xxxxx 000 IrvineXxxxxx, CA 92618 XX 00000 Ladies and Gentlemen: This Lock-Up Agreement (this “Agreement”) is being delivered to Boustead Securities, LLC (the “Underwriter”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Kairos PharmaMangoceuticals, Ltd.Inc., a Delaware Texas corporation (the “Company”), and the Underwriter, relating to the proposed initial public offering (the “Offering”) of common stock, par value $0.001 0.0001 per share (the “Common Stock”), of the Company. In order to induce the Underwriter to continue its efforts in connection with the Offering, and in light of the benefits that the offering of the shares of Common Stock will confer upon the undersigned in the capacity as an executive officer, director and/or 5% or greater shareholder of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is the 365th day after the commencement date of the trading of the Common Stock (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, the Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”) or securities convertible into or exercisable or exchangeable for shares of Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the shares of Common Stock. The foregoing lock-up restrictions shall not apply to any shares of Common Stock that are held by a selling stockholder of the Company identified in the resale prospectus that forms a part of the Registration Statement (the “Resale Prospectus”) and will be sold pursuant to the Resale Prospectus. If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Underwriter waives, in writing, such extension. If the undersigned is an executive officer or director of the Company, (i) the Underwriter agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Underwriter will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Underwriter hereunder to any such executive officer or director shall only be effective two (2) business days after the publication date of such press release; provided provided, that such press release is not a condition to the release of the aforementioned lock-up provisions due to the expiration of the Lock-Up Period. The provisions of this paragraph will also not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The restrictions set forth in the immediately preceding paragraph shall not apply to:
Appears in 1 contract
