Amendment to Officer Loan Agreement between Kairos Pharma Ltd. and Neil Bhowmick

Contract Categories: Business Finance › Modification Agreements
Summary

Kairos Pharma Ltd. and Neil Bhowmick have amended their previous loan agreement, under which Bhowmick loaned a total of $35,000 to the company. This amendment states that the outstanding loan principal and interest will automatically convert into shares of Kairos Pharma's common stock at the price set in the company's upcoming initial public offering (IPO). The shares will carry a standard restrictive legend, which may be removed under certain conditions. All other terms of the original notes remain unchanged.

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EX-10.40 5 ex10-40.htm

 

Exhibit 10.40

 

Amendment to Officer Loan Agreement

 

This Amendment (the “Amendment”), effective August 16, 2024, is entered into between Kairos Pharma Ltd., a Delaware corporation (the “Company”), and Neil Bhowmick (“Holder”). Such terms not otherwise defined herein shall have the meaning ascribed in the Notes (as defined below).

 

RECITALS

 

A.The Company issued promissory notes (the “Notes”) to Holder on each of April 26, 2024 for $20,000 and on May 22, 2024 for $15,000, following the Holder’s making loans to the Company of $20,000 and $15,000, respectively, for a total of $35,000 in principal outstanding (the “Principal”).
   
B.The Notes bear interest at a rate of 7.5% per annum (the “Interest”).
   
C.The Company and Holder desire for the Principal and Interest owed under the Notes to automatically convert into shares of the Company’s common stock following completion of the Company’s initial public offering (“IPO”).
   
D.All terms defined above shall be incorporated into the Amendment to the Notes.

 

Now, therefore, in consideration of the agreements, promises, covenants and provisions contained in this Amendment, the Company and Holder agree as follows:

 

1.All Principal and Interest due under the Notes will automatically convert into shares of the Company’s common stock, par value $0.001 per share, at the per share price of the Company’s offered in the IPO, which is anticipated to be $4.00 per share, subject to adjustment based on any changes in the IPO.
   
2.Such shares shall be issued to the Holder with a standard restrictive legend and shall be eligible to have such legend removed in accordance with Rule 144 of the Securities Act of 1933, as amended.
   
3.Except as modified and amended hereby, the Notes shall remain in full force and effect.

 

[signature page to follow]

 

 
 

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above.

Kairos Pharma Ltd.

 

By: /s/ John S. Yu   /s/ Neil Bhowmick
John S. Yu, CEO   Neil Bhowmick