Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On October 1, 2024, Kairos Pharma, Ltd., a Delaware corporation (the "Company"), entered into a consulting agreement (the "Consulting Agreement") with Cross Current Capital LLC, a limited liability company organized under the laws of Puerto Rico ("Cross Current"), and Alan Masley (the "Advisor"), pursuant to which Cross Current agreed to provide certain financial and business consulting services to the Company including, but not limited, to (a) help drafting a public company competitive overview, (b) help preparing and/or reviewing a valuation analysis, (c) help in drafting marketing materials and presentations, (d) reviewing the Company's business requirements and discuss financing and businesses opportunities, (e) investor marketing, (f) investor relations introductions, (g) legal counsel introductions, (h) auditor introductions, (i) investment banking and research introductions, (j) M&A canvassing and ways to grow the business organically, and (k) stand by capital markets advisory services.

For the services rendered thereunder, the Company agreed to pay Cross Current $200,000 in cash and also agreed to issue to the Advisor restricted shares of the Company's common stock, issuable under the Company's 2023 Equity Inventive Plan, in an amount equal to $500,000 (the "Shares"), which Shares shall vest at the end of six months after issuance.

The Company also agreed to reimburse Cross Current from time to time for any reasonable expenses that are pre-approved in writing by the Company and incurred by Cross Current in connection with its activities performed in connection with the Consulting Agreement. The term of the Consulting Agreement is for 24 months and can be extended for another 12 months upon the written consent of both parties.

The foregoing summary of the terms and conditions of the Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.