Thank you for standing by, welcome to Kairos Pharma, Ltd. annual meeting. I will now turn the call over to John Yu, Chief Executive Officer and Chairman of the Board of Directors of Kairos Pharma, Ltd. Please go ahead.
Good morning. I am now calling the meeting to order. My name is John Yu, I am the Chief Executive Officer and Chairman of the Board of Directors of Kairos Pharma, Ltd. Welcome to Kairos Pharma, Ltd. 2026 Annual Meeting of Stockholders. An agenda that outlines the order of business for the meeting has been made available to all attendees. Before we vote on the matters at hand, I would like to begin the meeting by briefly introducing Kairos Pharma's executive officers who are here with us today. In attendance today are Doug Samuelson, our Chief Financial Officer, Dr. Neil Bhowmick, our Chief Scientific Officer, Dr. Ramachandran Murali, our Vice President of Research and Development. The matters to be voted on at today's meeting are as follows.
Number one, the election of four directors to the company's board of directors to serve until the 2027 annual meeting of stockholders or until his successor is elected and qualified. Number two, the ratification of the appointment of Weinberg & Company, P.A., as the company's independent auditor for the fiscal year ending December 31st, 2026. Number three, approval of an amendment to our certificate of incorporation to effect at the discretion of our board of directors, a reverse stock split of our common stock at a stock split ratio between 1:3 and 1: 250, with the ultimate ratio to be determined by the board of directors and implemented on one or more occasions at the discretion of the board of directors. Number four, approval on an advisory basis of the company's executive compensation.
Number five, approval of an increase of an additional 5 million shares of common stock available for awards under the 2023 Equity Incentive Plan an evergreen provision providing for an automatic 5% annual increase in the shares of common stock available for issuance under the 2023 Equity Incentive Plan over a period of 10 years. Number six, to transact any other business as may properly be presented at the annual meeting or any adjournment thereof. After we vote on the matters at hand and conclude the formal meeting, we will provide time for general questions. Only validated stockholders may ask questions, any questions must be submitted in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded.
However, no one attending via the webcast or by telephone is permitted to use any audio recording device. The board of directors fixed May 18th, 2026, as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that Kairos Pharma 2026 annual report and proxy materials were mailed commencing on or about May 22nd, 2026, to all stockholders as of the record date and will be incorporated into the minutes of this meeting. The stockholders list shows that of the record date, there were 21,411,198 shares of common stock outstanding and entitled to vote at this meeting.
We are informed by the Inspector of Elections that they are represented in person or by proxy, shares of common stock representing 13,210,337 shares, or approximately 61.69% of the voting power on the record date. Since this represents more than 50% of the voting power of all issued and outstanding stock entitled to vote on the record date, which is the minimum percentage of voting power required by our bylaws, a quorum is present for purposes of transacting business. Doug Samuelson, Kairos Pharma's Chief Financial Officer, has been appointed to act as the Inspector of Elections and to act as Secretary at this meeting.
My oath as Inspector of Elections has been submitted and will also be appended to the minutes of this meeting. As Inspector of Elections, I have polled the stockholders present in person and have examined the proxies. My report of stockholders represented at the meeting has been submitted and indicates that the holders of shares in excess of the number necessary to constitute a quorum are present in person or represented by proxy. The Inspector of Elections report will be appended to the minutes of this meeting.
I will now present the matters to be voted on at this meeting. Please note that we will give stockholders an opportunity to comment on the proposals themselves after all proposals have been presented. In addition, as this is a virtual meeting and all votes are submitted electronically at one time, we are presenting all matters to be voted on at this time. The first item of business to come before the meeting is the election of four directors who will serve until 2027 annual meeting of stockholders, or until his successor is elected and qualified. The proxy statement listed the company's nominees for director, each of whom presently serves on the board of directors. The director nominees are as follows. John S. Yu, MD, Chief Executive Officer and Director. Hyun W. Bae, MD, Independent Director. Hansoo Michael Keyoung, MD, PhD, Independent Director.
Rahul Singhvi, PhD, MBA, Independent Director The second item of business to come before the meeting is the ratification of the appointment of Weinberg & Company, P.A., as the company's independent registered public accounting firm for the year ending December 31st, 2026. The third item of business to come before the meeting is to approve an amendment to our certificate of incorporation to effect, at the discretion of our board of directors, a reverse stock split of our common stock at a stock split ratio between 1 : 3 and 1 : 250, with the ultimate ratio to be determined by the board of directors and implemented on one or more occasions at the discretion of the board of directors.
The fourth item of business to come before the meeting is to approve on an advisory, non-binding basis, in accordance with Section 14A of the Exchange Act, the company's executive compensation as disclosed pursuant to Item 402 of Regulation S-K, including the executive compensation tables and narrative discussion as disclosed in the company's proxy statement. The fifth item of business to come before the meeting is approving an amendment to the company's 2023 Equity Incentive Plan to increase shares of common stock available for issuance under the plan by an additional 5 million shares and add an evergreen provision providing for an automatic 5% annual increase to the shares of common stock available for issuance under the plan, with such evergreen provision to be effective for 10 years.
My name is Neil Bhowmick, I'm a stockholder. I hereby move that the company approve each of the Proposals 1, 2, 3, 4, and 5.
My name is Ram Murali, I am a stockholder. I second the motion to approve each Proposals 1, 2, 3, 4, and 5.
The polls are now open for voting. Any stockholder who hasn't voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted by telephone or internet and do not want to change their vote do not need to take any further action. Now that everyone has had the opportunity to vote, I now declare the polls for the 2026 annual meeting of stockholders closed.
As Inspector of Elections, I hereby report that the vote report shows that, one, the nominees for election to the board of directors have been duly elected. Two, the ratification of Weinberg & Company, P.A., as the company's independent auditors for the fiscal year ending December 31, 2026, has been approved. Three, the amendment to our certificate of incorporation to effect a reverse stock split at the discretion of the board of directors has been approved. Four, the compensation of the company's named executive officers has been approved by advisory vote. Five, stockholders have approved amending the company's Equity Incentive Plan to increase shares authorized for issuance under the plan by an additional 5 million shares of common stock and have approved adding an evergreen provision providing for an automatic 5% annual increase in shares available for issuance under the plan.
We will be reporting the final voting results in a current report on Form 8-K to be filed with the SEC within four business days of this meeting. With that, I'm turning the meeting over to John Yu, our Chief Executive Officer.
Thank you, Doug. Now we would like to open the meeting up for stockholder questions and comments. If you have any questions, please send them to us through the web portal. Please note we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. We will wait for a brief period to allow our stockholders to pose questions