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VENDOR AGREEMENTS | 3 Months Ended
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Mar. 31, 2025
Vendor Agreements |
VENDOR AGREEMENTS | NOTE 3 – VENDOR AGREEMENTS Vendor Advances The Company has entered into various contracts with service providers pursuant to which the Company pays the vendor an advance at the beginning of the contractual period. These vendor advances could be paid by the Company either in cash or in shares of common stock, depending on the terms of the contract. The advances are reduced by the accumulated value of the services performed by the vendor or are amortized on a straight-line basis over the service period, whichever is shorter. As of December 31, 2024, advances to vendors totaled $3,115, with $2,615 being paid in cash and $500 being paid with shares of the Company’s common stock (see Note 4). Amortization expense relating to the vendor advances during the year ended December 31, 2024 was $256, with an unamortized balance of $2,859 as of December 31, 2024. During the three months ended March 31, 2025, additional advances to vendors totaled $156, with the advance being paid with shares of the Company’s common stock (see Notes 3 and 4). Amortization expense relating to the vendor advances was $636, with an unamortized balance of $2,379 as of March 31, 2025. Vendor advances consisted of the following at March 31, 2025, and December 31, 2024: SCHEDULE OF VENDOR ADVANCES
|  | March 31, 2025 |  |  | December 31, 2024 |
Prevail Infoworks (a) |  | $ | 900 |  |  | $ | 900 |
PreCheck Health Services (b) |  |  | 900 |  |  |  | 900 |
CEO.CA Technologies (c) |  |  | 250 |  |  |  | 250 |
Belair Capital Advisors (d) |  |  | 365 |  |  |  | 365 |
Cross Current Capital (e) |  |  | 856 |  |  |  | 700 |
Vendor advances, gross |  |  | 3,271 |  |  |  | 3,115 |
Less: accumulated amortization |  |  | (892 | ) |  |  | (256 | )
Vendor advances, net |  | $ | 2,379 |  |  | $ | 2,859 |
| (a) | Kairos Agreement with Prevail Infoworks, Inc.
On August 1, 2024, the Company entered into a master service and technology agreement with Prevail Infoworks, Inc. (“Prevail”), pursuant to which Prevail agreed to provide certain clinical research services to the Company. As part of the agreement, the Company was required to make an advance payment of $900 to Prevail before commencement of services and, at such time as we notify Prevail to engage their services related to the relevant clinical trial, or six months from the date of the agreement, pay approximately $80 per month during the time Prevail performs clinical research services for the Company’s Phase 2 ENV 105 prostate and Phase 1 ENV 105 lung clinical trials. The agreement with Prevail is subject to cancellation at any time upon 30 days’ written notice to the other party. The Company made the advance payment to Prevail in October 2024 and it is included in vendor advances on the accompanying balance sheet as of March 31, 2025 and December 31, 2024 (see Note 2).
| (b) | Kairos Agreement with PreCheck Health Services, Inc.
On September 20, 2024, the Company entered into a bioassay services agreement (the “Bioassay Services Agreement”) with PreCheck Health Services, Inc., a Florida-based corporation (“PreCheck”). Pursuant to the Bioassay Services Agreement, PreCheck will provide certain biomarker screening services for the Company’s ongoing carotuximab (ENV105) clinical trials in order to assist the Company in identifying lung and prostate cancer patients suitable to the Company’s ongoing Phase 1 clinical trials for lung cancer patients and Phase 2 clinical trials for patients with castrate resistant prostate cancer. In exchange for PreCheck’s services, and according to the terms of the Bioassay Services Agreement, the Company paid $900 to PreCheck as an advance for the future laboratory services to be performed. The payment of $900 is included in vendor advances on the accompanying balance sheet as of March 31, 2025 and December 31, 2024 (see Note 2). The term of the agreement is one year from the effective date.
| (c) | Kairos Agreement with CEO.CA Technologies Ltd.
On September 23, 2024, the Company entered into an advisory and consulting services agreement (the “CEO.CA Agreement”) with CEO.CA Technologies Ltd., a Canadian company (“CEO.CA”), pursuant to which CEO.CA will provide certain internet-based financial information and communications services for a period of one year for a services fee of $250. The service fee is an advance on future services to be performed. The CEO.CA Agreement includes such services as strategic news placement, news releases, interviews, monthly analytics and a video launch. The CEO.CA Agreement contains other customary clauses, including representations and warranties, indemnification clauses and governing law clauses. The payment of $250 is included in vendor advances on the accompanying balance sheet as of March 31, 2025, and December 31, 2024 (see Note 2).
| (d) | Kairos Agreement with Belair Capital Advisors Inc.
On September 23, 2024, the Company entered into a strategic advisory agreement (the “Strategic Advisory Agreement”) with Belair Capital Advisors Inc. (“BCA”). BCA, a venture capital and corporate finance advisory firm, has been a long-term investor and advisor to the Company and frequently works with early-stage pharmaceutical companies. The strategic advisory services provided by BCA consist of corporate strategy, market positioning and long-term growth plans within the pharmaceutical sector, digital marketing and engagement, market research analysis and business development assistance, among other things. During the one-year term of the Strategic Advisory Agreement, in exchange for its services, the Company will pay BCA a $365 fee and will issue BCA 50,000 RSUs, which will vest at the end of six months following the date of issuance. The payment of $365 is included in vendor advances on the accompanying balance sheet as of March 31, 2025, and December 31, 2024 (see Note 2).
| (e) | Kairos Agreement with Cross Current Capital LLC
On October 1, 2024, 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 agreed to issue to the Advisor $500 of restricted shares of the Company’s common stock under the Company’s 2023 Plan , calculated at 367,647 shares (the “Shares”) as of the date of the agreement. The term of the Consulting Agreement is 24 months and can be extended for another 12 months with the written consent of both parties. The Company made the $200 payment in October 2024. The payment of $200 and the value of the shares issued of $500 are included in vendor advances on the accompanying balance sheet as of March 31, 2025, and December 31, 2024 (see Note 2). The 367,647 shares issued in 2024 were subject to a “true up” on April 1, 2025, at which time additional shares will be issued to the Advisor (or returned by the Advisor to the Company) in order to ensure the shares are valued at $500 as of April 1, 2025. On April 1, 2025, the Company issued an additional166,541 shares of its common stock to the Advisor. The fair value of the additional shares on the date of grant was $156. The Company recorded the shares as common stock to be issued as of March 31, 2025, and recorded the fair value of the shares as a vendor advance as of the same date (see Notes 2 and 4). Agreement with Helena Global Investment Opportunities On November 12, 2024, the Company entered into an agreement with Helena Global Investment Opportunities I LTD (“Helena”) pursuant to which the Company will have the right to issue and sell to Helena, from time to time, and Helena shall purchase from the Company, up to $30,000 of the Company’s shares of common stock (the “Equity Line of Credit”). The Equity Line of Credit will become available to the Company at such time as it files a registration statement on Form S-1 registering the shares issuable under the Equity Line of Credit. In exchange for the Equity Line of Credit, the Company is obligated to issue Helena a certain number of shares of common stock, calculated using $900 divided by the lowest one-day VWAP during the five trading days prior to entry into the agreement. As a result, the Company issued Helena 670,641 shares of its common stock valued at $1,377 on the date of issuance. The Company accounted for the value of the shares issued as deferred offering costs (see Note 2). The shares vested on the date of the agreement, were issued to Helena, and are subject to a “true up” based upon the value of the stock at the time the company files and obtains effectiveness of a registration statement registering the shares for resale. In addition, the Company agreed to register such shares for resale pursuant to a registration statement on Form S-1. On April 24, 2025, the Company issued another 384,459 shares of its common stock to Helena. The fair value of the shares on the date of grant was $328. The Company recorded the shares as common stock to be issued as of March 31, 2025, and recorded the fair value of the shares as deferred offering costs as of the same date (see Notes 2 and 4).

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