UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations • New York
The undersigned, Kairos Pharma, Ltd., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
KAIROS PHARMA, LTD. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 29th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (the “Agreement”), dated as of [_____], is by and between Kairos Pharma, Ltd., a Delaware corporation (the “Company”) and [_____] (the “Indemnitee”).
ContractPurchase Warrant Agreement • September 17th, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES, BY ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING SEPTEMBER 16, 2024 (THE “EFFECTIVE DATE”), WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE REPRESENTATIVE OF THE UNDERWRITERS AS CONSIDERATION (THE “OFFERING”): (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS, PARTNERS, REGISTERED PERSONS OR AFFILIATES OF BOUSTEAD SECURITIES, LLC, EACH OF WHICH SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINANCIAL INDUSTRY REGULATORY AUTHORITY (“FINRA”) RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PR
EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is entered into as of the ____ day of September, 2023, by and between Kairos Pharma, Ltd., a Delaware corporation (the “Company”), and Neil Bhowmick an individual residing at the address set forth on Schedule A hereto (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 28th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations • New York
Subscription. The undersigned (sometimes referred to herein as the “Investor”) hereby subscribes for and agrees to purchase the principal amount of the Notes (as defined below) of Kairos Pharma, Ltd., a California corporation (the “Company” or “Kairos”), for the purchase price (the “Purchase Price”) set forth on the signature page hereto, on the terms and conditions described herein and in Exhibits A, B, C, D, E, F and G hereto (collectively, the “Offering Documents”). Terms not defined herein are as defined in the Offering Documents. The Company is seeking to raise, through a private placement of the Notes pursuant to Rule 506(b) promulgated under the Securities Act of 1933, as amended, up to $3,000,000 principal amount of Notes (the “Maximum Offering Amount”) in this Offering, although the Company and Boustead reserve the right, in their sole discretion, to increase the Maximum Offering Amount of Notes to an aggregate principal amount that is in excess of $3,000,000. The minimum amou
Exclusive License AgreementExclusive License Agreement • September 29th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations • California
This Exclusive License Agreement (“Agreement”) is entered into as of this 2nd day of June 2021 (“Effective Date”) by and between Cedars-Sinai Medical Center, a California nonprofit public benefit corporation (“CSMC”), with offices at 8700 Beverly Boulevard, Los Angeles, California 90048-1865, and Enviro Therapeutics, Inc., (“Licensee”), with offices at 2355 Westwood Blvd., #139, Los Angeles, CA 90069.
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • September 29th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations • California
THIS EXCLUSIVE OPTION AGREEMENT (“Agreement”) is entered into this 16th day of March 2020 (“Effective Date”) by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”), with offices at 8700 Beverly Boulevard, Los Angeles, CA 90048, and ENVIRO THERAPEUTICS, INC., a C corporation (hereinafter, “Licensee”), with offices at 2355 Westwood Blvd. #139, Los Angeles CA 90064 (each, a “Party,” and together, the “Parties”).
INVESTOR RIGHTS AND LOCK-UP AGREEMENTInvestor Rights and Lock-Up Agreement • June 28th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations • California
This INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of ____________ ____, 2022 by and among Kairos Pharma, Ltd., a California corporation (the “Company”) and the investor on the signature page hereto.
KAIROS PHARMA, LTD. CONVERTIBLE NOTEConvertible Note • September 29th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, Kairos Pharma, Ltd. a California corporation (“Kairos Pharma” or the “Maker”), hereby promises to pay to the order of _________________________ (the “Subscriber”), or registered assigns (together with the Subscriber, the “Holder”), the amount set out above as the Original Principal Amount, as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise (the “Principal”), when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 1st, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “Amendment”) is made and entered into as of March 7, 2024 by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”) and KAIROS PHARMA, LTD., a California corporation (“Licensee”), under the following circumstances:
THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 14th, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “Amendment”) is made and entered into as of November 13, 2024 (“Amendment Effective Date”), by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”) and KAIROS PHARMA, LTD., a California corporation (“Licensee”), under the following circumstances:
THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 1st, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “Amendment”) is made and entered into as of March 7, 2024 by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”) and ENVIRO THERAPEUTICS, INC., a California corporation (“Licensee”), under the following circumstances:
KAIROS PHARMA, LTD. Los Angeles CA 90064Director Offer Letter • September 29th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations • Delaware
Kairos Pharma, Ltd. (the “Company”) thanks you in advance for providing your service as a member of its board of directors (the “Board”). We believe that your background and experience will be a significant asset to the Company, and we look forward to your participation on the Board. This letter agreement (this “Agreement”) shall constitute an agreement between you and the Company, effective [*], 2023 (the “Effective Date”), and contains all the terms and conditions relating to the services that you agree to provide to the Company.
PURCHASE AGREEMENTPurchase Agreement • November 14th, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations • New York
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of November 12, 2024 (the “Effective Date”), is made by and between HELENA GLOBAL INVESTMENT OPPORTUNITIES I LTD. (the “Investor”), and KAIROS PHARMA, LTD., a Delaware corporation (the “Company”).
FOURTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 14th, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations
THIS FOURTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “Amendment”) is made and entered into as of November 13, 2024 (“Amendment Effective Date”), by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”) and ENVIRO THERAPEUTICS, INC., a California corporation (“Licensee”), under the following circumstances:
SECOND CONVERSION AGREEMENTConversion Agreement • November 14th, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations • California
This SECOND CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of November 13, 2024 (“Effective Date”), by and between Cedars-Sinai Medical Center, a California nonprofit public benefit corporation (“Cedars-Sinai”), on the one hand, and Kairos Pharma, Ltd., a Delaware corporation (“Kairos”), and Enviro Therapeutics, Inc., a California corporation and wholly-owned subsidiary of Kairos (“Enviro” and together with Kairos, the “Company”), on the other hand.
Re: Exclusive Option Agreement – Amendment (Depletion of mtDNA)Exclusive Option Agreement • September 29th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations
Upon execution by you, this letter will serve as the Amendment (“Amendment”) to the Exclusive Option Agreement entered on March 16, 2020 (“Agreement”), by and between Cedars-Sinai Medical Center, a California nonprofit public benefit corporation (“CSMC”), and Enviro Therapeutics, Inc. (“Licensee”) for the above-referenced technology.
Services AgreementServices Agreement • September 27th, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations
This Services Agreement was prepared for KAIROS PHARMA, LTD. (referred to herein as “CLIENT”) by CEO.CA TECHNOLOGIES LTD. (referred to herein as “CEO.CA” or “SERVICE PROVIDER”) whereas:
CONSULTING AGREEMENTConsulting Agreement • October 4th, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations • New York
This Consulting Agreement (the “Agreement”) is entered into as of this first day of October 2024 (the “Effective Date”), by and between Cross Current Capital LLC, a Limited Liability Company organized under the laws of Puerto Rico (the “Consultant”), and its principal Alan Masley (the “Advisor”), each located at 1357 Ashford Ave STE 2-170 San Juan, PR 00907, and Kairos Pharma LTD a Delaware corporation (the “Company”) and having its principal place of business at 2355 Westwood Blvd., #139 Los Angeles CA 90064. The Company and Consultant are collectively referred to herein as the “Parties”.
License and Supply AgreementLicense and Supply Agreement • September 29th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations • New York
WHEREAS, Tracon is the holder of multiple inactive INDs for the Antibody TRC105 (“Product”) in the United States, such INDs (the “Product INDs”) are listed in Appendix B;
Cedars-Sinai Medical Center Los Angeles, California 90048-1865 Attention: Vice President, Intellectual Property Re: Exclusive License Agreement dated August 30, 2019 – Amendment Dear Cedars-Sinai Medical Center:Exclusive License Agreement • September 29th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations
Reference is made to that certain Exclusive License Agreement regarding the technology titled “Methods of generating activated T cells for cancer therapy” dated August 30, 2019 (as amended from time to time, the “License Agreement”) by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”), and ACTCELL BIOPHARMA, INC., a California corporation (“ACTCELL”). Kairos Pharma, Ltd, a California corporation (“Kairos”) is the successor-by-merger to ACTCELL’s rights and obligations under the License Agreement. Kairos shall be referred to hereinafter as the “Licensee.”
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 29th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations • California
This Exclusive License Agreement (“Agreement”) is entered into as of this 1st day of October 2017 (“Effective Date”) by and between Cedars-Sinai Medical CENTER, a California nonprofit public benefit corporation (“CSMC”), with offices at 8700 Beverly Boulevard, Los Angeles, California 90048-1865, on behalf of itself and the Board of Trustees of the Leland Stanford Junior University, a California nonprofit public benefit corporation (“Stanford”, and together with CSMC, “Licensors”), with offices at 3000 El Camino Real, Building 5, Suite 300, Palo Alto, CA 94306, and Kairos Pharma Ltd. f/k/a NanoGB13, INC., a California corporation (“Licensee”), with offices at 565 Esplanade, Suite 206, Redondo Beach, CA 90277.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 29th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations • New York
Subscription. The undersigned (sometimes referred to herein as the “Investor”) hereby subscribes for and agrees to purchase the principal amount of the Notes (as defined below) of Kairos Pharma, Ltd., a California corporation (the “Company” or “Kairos”), for the purchase price (the “Purchase Price”) set forth on the signature page hereto, on the terms and conditions described herein and in Exhibits A, B, C, D, E, F and G hereto (collectively, the “Offering Documents”). Terms not defined herein are as defined in the Offering Documents. The Company is seeking to raise, through a private placement of the Notes pursuant to Rule 506(b) promulgated under the Securities Act of 1933, as amended, up to $3,000,000 principal amount of Notes (the “Maximum Offering Amount”) in this Offering, although the Company and Boustead reserve the right, in their sole discretion, to increase the Maximum Offering Amount of Notes to an aggregate principal amount that is in excess of $3,000,000. The minimum amou
FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 29th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations
This FIRST AMENDMENT TO EXCLUSIVE LICENSEE AGREEMENT (this “First Amendment”) is made and entered into as of April 18, 2022 (“First Amendment Effective Date”) by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”), and ENVIRO THERAPEUTICS INC., a California corporation (“Licensee”), and as of the First Amendment Effective Date, amends that certain Exclusive License Agreement by and between CSMC and Licensee, dated June 2, 2021 (the “Agreement”).
Re: Exclusive License Agreement dated October 1, 2017 - AmendmentExclusive License Agreement • September 29th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations
Reference is made to that certain Exclusive License Agreement regarding the technology titled “Composition and Methods for Treating Fibrosis” dated October 1, 2017 (as amended from time to time, the “License Agreement”) by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”), and Kairos Pharma, Ltd, a California corporation (“Licensee”).
Amendment to Officer Loan AgreementOfficer Loan Agreement • August 16th, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations
This Amendment (the “Amendment”), effective August 16, 2024, is entered into between Kairos Pharma Ltd., a Delaware corporation (the “Company”), and Doug Samuelson (“Holder”). Such terms not otherwise defined herein shall have the meaning ascribed in the Notes (as defined below).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) to the Employment Agreement (the “Original Employment Agreement”), originally dated September 27, 2023, is hereby entered into as of the 11th day of November 2024, by and between Kairos Pharma, Ltd., a Delaware corporation (the “Company”), and Neil Bhowmick (the “Executive”). Terms not otherwise defined herein shall have the meaning set forth in the Original Employment Agreement
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) to the Employment Agreement (the “Original Employment Agreement”), originally dated September 27, 2023, is hereby entered into as of the 11th day of November 2024, by and between Kairos Pharma, Ltd., a Delaware corporation (the “Company”), and Ramachandran Murali (the “Executive”). Terms not otherwise defined herein shall have the meaning set forth in the Original Employment Agreement
Cedars-Sinai Medical Center Los Angeles, California 90048-1865 Attention: Vice President, Intellectual Property Re: Exclusive License Agreement dated October 1, 2017 - Amendment Dear Cedars-Sinai Medical Center:Exclusive License Agreement • September 29th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations
Reference is made to that certain Exclusive License Agreement regarding the technology titled “Methods of use of compounds that bind to RelA of NFkB” dated October 1, 2017 (as amended from time to time, the “License Agreement”), by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”), and Kairos Pharma, Ltd, a California corporation (“Licensee”).
CONVERSION AGREEMENTConversion Agreement • May 1st, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations • California
This CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of March 7, 2024, by and between Cedars-Sinai Medical Center, a California nonprofit public benefit corporation (“Cedars-Sinai”), on the one hand, and Kairos Pharma, Ltd., a Delaware corporation (“Kairos”), and Enviro Therapeutics, Inc., a California corporation and wholly-owned subsidiary of Kairos (“Enviro” and together with Kairos, the “Company”), on the other hand.
Portions of this agreement have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Redactions are indicated with “[***].” Master Service and Technology AgreementMaster Service and Technology Agreement • August 16th, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations • Pennsylvania
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) to the Employment Agreement (the “Original Employment Agreement”), originally dated September 27, 2023, is hereby entered into as of the 11th day of November 2024, by and between Kairos Pharma, Ltd., a Delaware corporation (the “Company”), and John Yu (the “Executive”). Terms not otherwise defined herein shall have the meaning set forth in the Original Employment Agreement
Amendment to Officer Loan AgreementOfficer Loan Agreement • August 16th, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations
This Amendment (the “Amendment”), effective August 16, 2024, is entered into between Kairos Pharma Ltd., a Delaware corporation (the “Company”), and Neil Bhowmick (“Holder”). Such terms not otherwise defined herein shall have the meaning ascribed in the Notes (as defined below).
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 29th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations
This SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “Second Amendment”) is effective this October 11, 2022 (“Second Amendment Effective Date”) by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”), and ENVIRO THERAPEUTICS INC., a California corporation (“Licensee”).
AGREEMENT OF MERGER BETWEEN KAIROS PHARMA, LTD. AND ACTCELL BIOPHARMA, INC. FILED Secretary of State State of California NOV 13 2019Merger Agreement • September 29th, 2023 • Kairos Pharma, LTD. • Pharmaceutical preparations
This Agreement of Merger (this “Agreement of Merger”) is entered into as of November 13, 2019, between Kairos Pharma, Ltd., a California corporation (“Surviving Corporation”), and AcTcell Biopharma, Inc., a California corporation (“Merging Corporation”).
