OS Therapies Inc. Files 8-K: Agreements, Equity Sales, Bylaw Changes

TL;DR

OS Therapies Inc. filed an 8-K detailing new agreements, equity sales, and bylaw changes effective Dec 24, 2024.

AI Summary

On December 24, 2024, OS Therapies Inc. entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. The filing indicates a change in the company's fiscal year.

Why It Matters

This 8-K filing signals significant corporate actions by OS Therapies Inc., including new agreements and changes to its corporate structure, which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• OS Therapies Inc. (company) — Registrant
• December 24, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch Registered Common Stock, par value $0.001 per share OSTX NYSE American Indi
• $4 — arrant Shares"), at a price per Unit of $4.00, for aggregate gross proceeds of not
• $6 million — gregate gross proceeds of not less than $6 million and not more than $10 million (the "Pri
• $10 million — less than $6 million and not more than $10 million (the "Private Placement"). The Private
• $10.0 m — ock raising gross proceeds in excess of $10.0 million, with a per share price not less
• $12 — n, with a per share price not less than $12.00, (ii) a qualified PIPE financing rai
• $20.0 m — ing raising gross proceeds in excess of $20.0 million, with a per share price not less
• $2.0 m — minimum average daily trading volume of $2.0 million, (b) a liquidation preference of
• $4.00 — ies A Preferred Stock will initially be $4.00 (resulting in an initial conversion rat
• $4.40 — stock, at an initial exercise price of $4.40 per share, subject to adjustment as set
• $1.00 — ate, subject to a floor of no less than $1.00 and ceiling no greater than $4.00. Reg

Filing Documents

• ea0226258-8k_osthera.htm (8-K) — 52KB
• ea022625801ex3-1_osthera.htm (EX-3.1) — 125KB
• ea022625801ex4-1_osthera.htm (EX-4.1) — 108KB
• ea022625801ex4-2_osthera.htm (EX-4.2) — 106KB
• ea022625801ex10-1_osthera.htm (EX-10.1) — 267KB
• ea022625801ex10-2_osthera.htm (EX-10.2) — 126KB
• ea022625801ex10-3_osthera.htm (EX-10.3) — 53KB
• ea022625801ex10-4_osthera.htm (EX-10.4) — 230KB
• ea022625801ex99-1_osthera.htm (EX-99.1) — 15KB
• 0001213900-24-113561.txt ( ) — 1482KB
• ostx-20241224.xsd (EX-101.SCH) — 3KB
• ostx-20241224_lab.xml (EX-101.LAB) — 33KB
• ostx-20241224_pre.xml (EX-101.PRE) — 22KB
• ea0226258-8k_osthera_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Private Placement and Purchase Agreement On December 24, 2024, OS Therapies Incorporated, an ADC and immunotherapy research and clinical-stage biopharmaceutical company (the "Company", "we", "us" or "our"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional and accredited investors (collectively, the "Investors"), pursuant to which the Company agreed to issue and sell to the Investors immediately separable units (the "Units"), with each Unit being comprised of (i) one share of the Company's Series A Senior Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), and (ii) a warrant to purchase one share of common stock (each a "Warrant", and such shares, the "Warrant Shares"), at a price per Unit of $4.00, for aggregate gross proceeds of not less than $6 million and not more than $10 million (the "Private Placement"). The Private Placement is expected to close on or about December 31, 2024, subject to satisfaction of customary closing conditions set forth in the Purchase Agreement. The Purchase Agreement requires the Company to seek stockholder approval for any transactions contemplated by the Purchase Agreement and the related documents for which the rules of the NYSE American require stockholder approval ("Stockholder Approval") and to hold a special meeting of the stockholders for the purpose of obtaining Stockholder Approval not later than one hundred days following the closing. In the event Stockholder Approval is not obtained at the first meeting, the Company is required to call a meeting every four months seeking Stockholder Approval until the date Stockholder Approval is obtained. The Purchase Agreement restricts us from issuing additional shares of our common stock, or securities convertible into or exercisable or exchangeable for shares of common stock during the period beginning from the closing until the later of (

02

Item 3.02 Unregistered Sales of Equity Securities. We incorporate the information set forth in Item 1.01 into this Item 3.02 by reference. The issuance of the Series A Preferred Stock, the Warrants, the Agent Warrants and any related shares of common stock issuable thereunder will not be registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and the rules promulgated thereunder, and corresponding provisions of state securities or "blue sky" laws, which exempts transactions by an issuer not involving any public offering.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 27, 2024, the Company, in accordance with Section 151(g) of the Delaware General Corporation Law, filed a Certificate of Designation, Preferences, Rights and Limitations of Series A Senior Convertible Preferred Stock (the "Certificate of Designation") with the Secretary of the State of Delaware, providing for the rights, preferences and limitations of the Series A Preferred Stock. We incorporate the information set forth in Item 1.01 under the caption "Series A Preferred Stock and Warrants" into this Item 5.03 by reference. The foregoing description of the Certificate of Designation including the incorporated information set forth in Item 1.01 is qualified in its entirety by reference to the full text of the Certificate of Designation, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On December 24, 2024, the Company issued a press release announcing the pricing of $6 million in Units under the Purchase Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Certificate of Designation of Rights, Preferences and Limitations of Series A Senior Convertible Preferred Stock of OS Therapies Incorporated. 4.1 Form of Warrant. 4.2 Form of Agent Warrant. 10.1 Securities Purchase Agreement, dated December 24, 2024, by and among OS Therapies Incorporated and the purchasers party thereto.* 10.2 Form of Registration Rights Agreement. 10.3 Form of Voting Agreement. 10.4 Letter Agreement, dated December 27, 2024, by and between OS Therapies Incorporated and Brookline Capital Markets, a division of Arcadia Securities, LLC. 99.1 Press Release, dated December 24, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain exhibits and schedules to this Exhibit have been omitted pursuant to Item 601(a)(5) or Item 601(b)(10)(iv), as applicable, of Regulation S-K. The Registrant agrees to furnish supplemental copies of all omitted exhibits to the Securities and Exchange Commission upon its request. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OS THERAPIES INCORPORATED Dated: December 30, 2024 By: /s/ Paul A. Romness, MPH Name: Paul A. Romness, MPH Title: President and Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR