Kairos Pharma, Ltd. has entered into a Securities Purchase Agreement to raise $3.5 million in aggregate gross proceeds through the sale of common units and pre-funded units to accredited investors. Each common unit is priced at $1.40 and consists of one share of common stock and a warrant to purchase one and a half shares of common stock. The pre-funded units cost $1.399 each and include a pre-funded warrant to purchase one common share and a half share warrant. The pre-funded warrants can be exercised immediately for $0.001 per share, while common warrants become exercisable six months post-issuance and expire five and a half years from the issuance date. Investors can exercise warrants unless doing so would cause their ownership to exceed 4.99% or 9.99% of outstanding common stock, which can be changed with a 61-day notice. The closing of the units sale is expected on January 15, 2025, and the company has engaged D. Boral Capital LLC and Boustead Securities, LLC as co-placement agents.
In tandem with the Purchase Agreement, Kairos Pharma Ltd. signed a Registration Rights Agreement, necessitating the filing of a registration statement with the SEC covering the resale of the PIPE Investors' common shares and the Warrant Shares. The company must file this within 15 days after the offering’s final closure and have it declared effective within 30 days, or 60 days if SEC review occurs.
Additionally, executive officers, directors, and significant shareholders have agreed to a 90-day lock-up period, during which they may not sell company securities without investor consent.
The above transactions are being conducted without registration under the Securities Act in reliance on Section 4(a)(2) as transactions not involving a public offering and/or Rule 506(b) of Regulation D, in addition to state securities laws exemptions.
Proper names for clarity: - Kairos Pharma, Ltd. - D. Boral Capital LLC - Boustead Securities, LLC - John S. Yu