Management Change/Compensation Form 8 K

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

On December 10, 2024, Dr. Rosemary Mazanet resigned from her position as a member of the board of directors (the "Board") of Kairos Pharma, Ltd. (the "Company"), with such resignation to be effective upon the Company's appointment of a new independent director to fill her role. Dr. Mazanet's resignation was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices but rather was due to personal reasons. The Company thanks Dr. Mazanet for her service as a member of the Board and wishes her great success going forward.

Appointment of Director

On December 10, 2024, the Board appointed Dr. Rahul Singhvi to serve as a director of the Board, effective immediately. Dr. Singhvi will also serve as a member of the Board's audit committee and chair of the Board's compensation committee and nominating and corporate governance committee.

Dr. Singhvi, age 59, is a global leader in the Life Sciences industry and is cofounder of the U.S.-based biomanufacturing company, Resilience (National Resilience, Inc.). Prior to cofounding Resilience in 2020, Dr. Singhvi was an Operating Partner at Flagship Pioneering, where he founded and operated companies launched from Flagship's innovation foundry, Flagship Venture Labs. Before joining Flagship, he was the Chief Operating Officer of Takeda's Vaccine Business Unit where he led worldwide vaccine manufacturing operations. Before Takeda, Dr. Singhvi was President and CEO of Novavax, Inc. (Nasdaq:NVAX) where he led the company's transformation into a global vaccine player. Dr. Singhvi's career began at Merck & Co in 1994, where he held several positions in R&D and manufacturing. Dr. Singhvi serves on the Board of Trustees of the Keck Graduate Institute, and on the Board of Directors for Codexis (Nasdaq:CDXS) and for Garuda Therapeutics (private). Dr. Singhvi graduated as the top ranked chemical engineer from the Indian Institute of Technology, Kanpur, India and obtained both his M.S. and Sc.D. degrees in chemical engineering from MIT. He received an MBA from the Wharton School of the University of Pennsylvania, where he graduated as a Palmer Scholar. Because of Dr. Singhvi's experience and knowledge in the operation and leadership of early-stage public healthcare companies, we believe he will be able to provide valuable insights and contributions to our Board.

In conjunction with his appointment, the Company entered into a director offer letter (the "Director Offer Letter") with Dr. Singhvi. Pursuant to the terms of the Director Offer Letter, Dr. Singhvi is entitled to receive an annual cash fee of $50,000, payable in equal quarterly installments, and is also entitled to a grant of $50,000 in restricted stock units ("RSUs"), which RSUs will be issued under the Company's 2023 Equity Incentive Plan and will vest annually in three substantially equal installments on the anniversary date of the grant.

The Company has also entered into a standard form of indemnification agreement with Dr. Singhvi in connection with his appointment to the Board, the form of which was previously filed by the Company as Exhibit 10.29 to the Company's registration statement on Form S-1 (File No. 333-274805), filed with the Securities and Exchange Commission on September 29, 2024.

There is no arrangement or understanding between Dr. Singhvi and any other person pursuant to which Dr. Singhvi was selected as a director of the Company, and there is no family relationship between Dr. Singhvi and any of the Company's other directors or executive officers. Dr. Singhvi does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K.

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