OS Therapies Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

OS Therapies Inc. signed a big deal and sold stock, filing it all on Jan 14th.

AI Summary

On January 10, 2025, OS Therapies Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on January 14, 2025.

Why It Matters

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

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks if not managed properly.

Key Numbers

• 001-42195 — SEC File Number (Identifies the company's filing with the SEC.)
• 82-5118368 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• OS Therapies Inc. (company) — Registrant
• January 10, 2025 (date) — Date of earliest event reported
• January 14, 2025 (date) — Date of report filing
• Delaware (jurisdiction) — State of incorporation
• 20850 (zip_code) — Business address zip code
• 21638 (zip_code) — Principal executive offices zip code

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 Pur
• $10 million — less than $6 million and not more than $10 million. The Purchase Agreement restricts us f
• $12.00 — he Series A Preferred Stock (currently, $12.00 per share). The Certificate of Designa
• $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
• $1,053,000 — e Placement expenses, are approximately $1,053,000. In connection with the second closing
• $35,157 — t, (i) Brookline received a cash fee of $35,157 and (ii) Ceros Financial Services, Inc.
• $17,552 — ement ("Ceros"), received a cash fee of $17,552. In addition, pursuant to the Placement

Filing Documents

• ea0227697-8k_osthera.htm (8-K) — 41KB
• ea022769701ex10-1_osthera.htm (EX-10.1) — 29KB
• 0001213900-25-003460.txt ( ) — 251KB
• ostx-20250110.xsd (EX-101.SCH) — 3KB
• ostx-20250110_lab.xml (EX-101.LAB) — 33KB
• ostx-20250110_pre.xml (EX-101.PRE) — 22KB
• ea0227697-8k_osthera_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Private Placement Closing; Amendment to Purchase Agreement and Registration Rights Agreement On January 14, 2025, OS Therapies Incorporated, an ADC and immunotherapy research and clinical-stage biopharmaceutical company (the "Company", "we", "us" or "our"), completed a second 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, pursuant to which the Company agreed to issue and sell to such 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 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 Stockholder Approval is obtained and deemed effective, and restricts us from entering into variable rate transactions at any time the Investors hold Warrants, price per share not less than 300% of the then applicable conversion price

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 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. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Amendment No. 1 to Securities Purchase Agreement and Amendment to Registration Rights Agreement, dated January 10, 2025, by and among OS Therapies Incorporated and the purchasers party thereto. 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 14, 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