Kairos Pharma (KAPA) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 29, 2026, and will be held virtually, allowing global participation and electronic voting.

• Stockholders of record as of May 15, 2026, are eligible to vote on key proposals, including director elections, auditor ratification, a reverse stock split, executive compensation, and an amendment to the equity incentive plan.

• The Board recommends voting in favor of all proposals and has provided detailed instructions for proxy voting by internet, phone, or mail.

Voting matters and shareholder proposals

• Proposals include electing four directors, ratifying Weinberg & Company, P.A. as auditor, approving a reverse stock split (ratio 1:3 to 1:250), an advisory vote on executive compensation, and amending the 2023 Equity Incentive Plan to add 5 million shares and an evergreen clause.

• The reverse stock split aims to increase share price and maintain NYSE American listing compliance.

• The equity plan amendment introduces a 5% annual increase in available shares for ten years.

• No shareholder proposals were submitted for this meeting.

Board of directors and corporate governance

• Four directors are nominated for re-election, including the CEO and three independent directors with extensive industry and board experience.

• All directors serve one-year terms; three are independent per NYSE American rules.

• The Board has audit, compensation, and nominating/corporate governance committees, all composed of independent directors.

• A Code of Business Conduct and Ethics and an insider trading policy are in place.