OS Therapies Inc. Files 8-K for Material Agreement

TL;DR

OS Therapies Inc. signed a big deal on Dec 31, 2024, and sold some stock. Check the financials!

AI Summary

On December 31, 2024, OS Therapies Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for OS Therapies Inc., including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

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

Key Players & Entities

• OS Therapies Inc. (company) — Registrant
• December 31, 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. At the
• $10 million — less than $6 million and not more than $10 million. At the closing of the Private Placeme
• $6,050,000 — e Placement expenses, are approximately $6,050,000. The Purchase Agreement restricts us f
• $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
• $124,528 — t, (i) Brookline received a cash fee of $124,528 and (ii) Ceros Financial Services, Inc.
• $62,171 — ement ("Ceros"), received a cash fee of $62,171. In addition, pursuant to the Placement
• $15,000,000 — ion to purchase from the Company, up to $15,000,000 (the "Maximum Commitment Amount") worth
• $118,230.62 — charge with an aggregate value equal to $118,230.62 (the "Additional Shares"), with the pri

Filing Documents

• ea0226635-8k_osthera.htm (8-K) — 44KB
• ea022663501ex99-1_osthera.htm (EX-99.1) — 17KB
• 0001213900-25-000844.txt ( ) — 242KB
• ostx-20241231.xsd (EX-101.SCH) — 3KB
• ostx-20241231_lab.xml (EX-101.LAB) — 33KB
• ostx-20241231_pre.xml (EX-101.PRE) — 22KB
• ea0226635-8k_osthera_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Private Placement Closing On December 31, 2024, OS Therapies Incorporated, an ADC and immunotherapy research and clinical-stage biopharmaceutical company (the "Company", "we", "us" or "our"), completed the closing of the private placement (the "Private Placement") previously reported by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 30, 2024, which is incorporated herein by reference. As previously reported, in connection with the Private Placement, on December 24, 2024, the Company 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. At the closing of the Private Placement, the Company sold to the Investors an aggregate of 1,512,500 Units, comprised of an aggregate of (i) 1,512,500 shares of Series A Preferred Stock and (ii) Warrants to purchase 1,512,500 shares of common stock. The gross proceeds to us from the closing, before deducting transaction fees and other estimated Private Placement expenses, are approximately $6,050,000. 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 (x) six months from the closing and (y) the date Stockh

02 Unregistered Sales of Equity Securities

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, Warrants, Agent Warrants and any related shares of common stock issuable thereunder and the issuance of the Additional Shares 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 Regulation D promulgated thereunder, and corresponding provisions of state securities or "blue sky" laws, which exempts transactions by an issuer not involving any public offering.

01. Other Events

Item 8.01. Other Events. On December 31, 2024, the Company issued a press release announcing the closing of the Private Placement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release issued by OS Therapies Incorporated on December 31, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: January 3, 2025 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