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CORRESP
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filename1.htm

Kairos
Pharma, Ltd.

2355
Westwood Blvd. #139

Los
Angeles CA 90064

 June
3,  2024

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities and Exchange Commission

Washington,
D.C. 20549

    Attn:
    Mr.
    Dillon Hagius

    Mr.
    Tim Buchmiller

    Re:
    Kairos
    Pharma, Ltd.

    Amendment
    No. 6 to Registration Statement on Form S-1

    Filed
    May 24, 2024

    File
    No. 333-274805

Ladies
and Gentlemen:

We
are hereby transmitting the response of Kairos Pharma, Ltd., a Delaware corporation (the “Company,” “we,”
or “our”), to the oral comment we received from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) on May 30, 2024, regarding Amendment No. 6 to the Registration
Statement on Form S-1 (the “Registration Statement”), filed with the Commission on May 24, 2024. An Amendment
No. 7 to the Registration Statement (the “Amended No. 7 to the Registration Statement”) is being filed with
the Commission concurrently with this letter.

For
your convenience, we have repeated below the comments of the Staff in bold and have followed the Staff’s comments with the Company’s
response.

    1.
    Given
    the $3.3 million award from the National Cancer Institute / National Institutes of Health to support the ongoing Phase 2 trial for
    ENV105, please update the Use of Proceeds disclosure to clarify whether you still anticipate needing $1.7 million to complete the
    Phase 2 trial. If the company is a beneficiary of this award, please file an exhibit of this award to the registration statement.

Response:
In response to the Staff’s comment, we revised our disclosure on pages 4 and 82 to clarify that the recipient of the NIH grant
is to Cedars-Sinai Medical Center to support the study conducted by Neil Bhowmick’s laboratory and that such funding, while beneficial
to our overall efforts, will not directly reduce the costs of our Phase 2 clinical trial. As a result, we have removed the disclosure
that the funding will in any way reduce our own expenditures related to our Phase 2 clinical trial. Further, as the funding does not
go to us, but is being made to Cedars-Sinai Medical Center to support corollary studies related to our Phase 2 clinical trial, we do
not believe it is appropriate, and we do not believe we would be given permission by Cedars-Sinai, to file the grant award as an exhibit
to our registration statement.

We
thank the Staff in advance for its review of the foregoing in relation to the Company’s filing of Amendment No. 7 to the Registration
Statement. We respectfully request that you provide us with any additional comments as soon as possible. Should you have any questions
or concerns, please kindly contact our counsel, Megan J. Penick, Esq. of Dorsey & Whitney, LLP, by telephone at (201) 892-9525.

    Sincerely,

    /s/
    John S. Yu

    John
    S. Yu

    Chief
    Executive Officer

    Kairos
    Pharma, Ltd.