10-K/A: Kairos Pharma Files Amendment to 2024 Annual Report to Include Omitted Exhibits

Sentiment:

Form 10-K/A (Amendment to Annual Report)


Kairos Pharma, Ltd. files an amendment to its 2024 Annual Report on Form 10-K to include previously omitted exhibits related to securities description and executive compensation recovery policy.

Summary

  • Kairos Pharma, Ltd. has filed Amendment No. 1 on Form 10-K/A to its Annual Report for the fiscal year ended December 31, 2024.
  • The amendment's sole purpose is to include Exhibit 4.5, Description of Securities, and Exhibit 97.1, the Company's Policy for the Recovery of Erroneously Awarded Compensation, which were inadvertently omitted from the original filing.
  • The original filing was submitted to the SEC on April 15, 2025.
  • No other changes have been made to the original filing, and the amendment does not update any financial or other information.
  • The amendment includes currently dated certifications from the CEO and CFO.
  • The company had 16,693,306 shares of Common Stock outstanding as of April 14, 2025.
  • The company's authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share and 20,000,000 shares of preferred stock, par value $0.001 per share.

Sentiment

Score: 7

Explanation: The sentiment is neutral. The document is a routine amendment to correct an oversight. While the initial omission is a minor negative, the corrective action is a positive.

Positives

  • The company is taking corrective action to ensure full compliance with SEC reporting requirements by including the omitted exhibits.

Negatives

  • The need for an amendment indicates an initial oversight in the original filing process.

Risks

  • The amendment itself does not present any immediate risks, but repeated filing errors could raise concerns about the company's internal controls.

Future Outlook

The document does not contain specific forward-looking statements beyond the standard disclosures related to corporate governance and legal matters.

Management Comments

  • The CEO and CFO have certified that the amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Industry Context

This filing is a routine amendment to correct omissions in a standard SEC filing, and it does not directly reflect on the company's competitive position or broader industry trends.

Comparison to Industry Standards

  • The company's capital structure, with authorized common and preferred stock, is typical for publicly traded companies in the pharmaceutical industry.
  • The clawback policy is in line with current regulatory requirements for listed companies.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Policy AdoptionThe company adopted an Incentive-Based Compensation Recovery (Clawback) Policy to comply with NYSE American LLC Company Guide Section 811.2024-03-01The policy allows the company to recover erroneously awarded compensation from executive officers in the event of an accounting restatement.

Stakeholder Impact

  • The inclusion of the exhibits ensures that stakeholders have access to complete information about the company's securities and compensation policies.
  • The clawback policy protects shareholders by allowing the company to recover compensation in cases of accounting restatements.

Next Steps

  • The company will file its definitive Proxy Statement for its 2025 annual meeting of shareholders within 120 days after the end of the fiscal year.

Key Dates

DateDescription
2023-10-02Date after which the Clawback Policy applies to Incentive-Based Compensation received by Executive Officers.
2024-03-01Date the Policy for Recovery of Erroneously Awarded Compensation was adopted.
2024-05-10Date of Certificate of Incorporation of Kairos Pharma, Ltd.
2024-08-16Date of the Companys Registration Statement on Form S-1.
2024-12-31Fiscal year end date.
2025-01-14Date of Current Report on Form 8-K filed regarding Form of Pre-Funded Warrant.
2025-01-17Date of Current Report on Form 8-K filed regarding Form of Common Warrant and Placement Agent Warrants.
2025-04-14Date as of which the Registrant had 16,693,306 shares of Common Stock outstanding.
2025-04-15Original Filing Date of the Annual Report on Form 10-K.
2025-04-28Date of the filing of Amendment No. 1 on Form 10-K/A.

Keywords

amendment, 10-K/A, Kairos Pharma, exhibits, securities, clawback policy, compensation recovery, financial reporting, SEC filing

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