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Correspondence 0001493152-24-036173 from Kairos Pharma, LTD. (KAPA)

Kairos Pharma, LTD.
Date: Sept. 13, 2024 · CIK: 0001962011 · Accession: 0001493152-24-036173

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File numbers found in text: 333-274805

Date
Sept. 13, 2024
Author
Chief
Form
CORRESP
Company
Kairos Pharma, LTD.

Letter

Re: Kairos Pharma, Ltd.

September 13, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

F Street, N.E.

Washington, D.C. 20549-3720

Attention: Messrs. Dillon Hagius and Tim Buchmiller

Registration Statement on Form S-1

File No. 333-274805

Acceleration Request

Requested Date: September 16, 2024

Requested Time: 9:00 AM Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Kairos Pharma, Ltd. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-274805) (the “Registration Statement”) so that it may become effective at 9:00 a.m. Eastern Time on September 16, 2024, or at such time as the Registrant may request by telephone to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). In addition, the Registrant hereby authorizes Megan J. Penick, Esq. of Dorsey & Whitney LLP, counsel for the Registrant, to make such request on the Registrant’s behalf.

The Registrant hereby acknowledges that:

(i) should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii) the Registrant may not assert comments of the Commission or the Staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very
truly yours,
Kairos
Pharma, Ltd.

Show Raw Text
CORRESP
1
filename1.htm

September
13, 2024

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3720

Attention:
Messrs. Dillon Hagius and Tim Buchmiller

    Re:
    Kairos
    Pharma, Ltd.

    Registration
    Statement on Form S-1

    File
    No. 333-274805

Acceleration
Request

    Requested
    Date:
    September
    16, 2024

    Requested
    Time:
    9:00
    AM Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Kairos Pharma, Ltd. (the “Registrant”) hereby requests
acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-274805) (the “Registration Statement”)
so that it may become effective at 9:00 a.m. Eastern Time on September 16, 2024, or at such time as the Registrant may request by telephone
to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). In addition, the Registrant
hereby authorizes Megan J. Penick, Esq. of Dorsey & Whitney LLP, counsel for the Registrant, to make such request on the Registrant’s
behalf.

The
Registrant hereby acknowledges that:

(i)
should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not
foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and

(iii)
the Registrant may not assert comments of the Commission or the Staff and the declaration of effectiveness of the Registration Statement
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very
    truly yours,

    Kairos
    Pharma, Ltd.

    By:
    /s/
    John S. Yu

    John
    S. Yu, M.D.

    Chief
    Executive Officer

    cc:

    Megan
    J. Penick, Esq.

    Dorsey
    & Whitney LLP