Kairos Pharma, LTD.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide the information required by this item. You should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition or future results. We may be unable forExcept as disclosed below, there have been no many reasons, includterial changes from the risk factors previously disclosed under the heading those that are beyond our control, Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to implemenbe immaterial may also materially adversely affect our business strategy successfully. The occurrence of any single risk or any combination , financial position, or future results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

If we fail to satisfy the continued listing requirements of risksNYSE American, our common stock could materiallbe delisted, which would severely impact the liquidity and adversely affect our business, market price of our shares. In addition, NYSE American continually reviews, updates, and proposes changes to its listing standards, which, if approved and implemented, could introduce additional delisting risks for issuers like us.

In order to remain listed on NYSE American, we must satisfy minimum financial and other condition, results of operations, cash flows and thetinued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders equity, minimum share price, and certain corporate governance requirements. In addition to existing requirements, NYSE American may propose and amend its listing rules to seek to impose stricter, accelerated enforcement mechanisms, such as immediate trading price of our suspensions and delisting proceedings for securities failing to meet minimum price thresholds, with limited or no commpliance or cure periods. Any final implementation stock. As oof such stricter rules could subject companies like us to rapid delisting risks. Furthermore, if the date of this report NYSE American listing standards are further modified, tightened, or alternatively finalized in there has future, we may been no material change in  unable to satisfy such evolving requirements under any of tcircumstances. The risk factors described in oof a rapid loss of NYSE American listing, or an actual delisting, could adversely affect investor confidence, the liquidity and trading price of our Annual Report on Form 10-K for thecommon stock, and our ability to access the capital markets, and could have a material adverse effect on our business, fiscnancial year ended December 31, 2025condition and results of operations. There can be no assurance regarding our future stock performance or our ability to maintain compliance with NYSE American listing standards as they evolve.