OS Therapies Files 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

OS Therapies inked a deal, sold some stock, and shuffled execs. Watch this space.

AI Summary

On January 28, 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 changes in its board and officer composition, including compensatory arrangements. The filing also notes other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions including new agreements and potential equity dilution, which could impact investors' understanding of the company's financial and operational status.

Risk Assessment

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

Key Players & Entities

• OS Therapies Inc. (company) — Registrant
• January 28, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-42195 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — ch Registered Common Stock, par value $0.001 per share OSTX NYSE American Indi
• $3,500,000 — gram are as follows: 1. Elimination of $3,500,000 payment owed to Ayala upon the first fi
• $16,500,000 — the FDA. 2. Elimination of a total of $16,500,000 in OST-HER2 related sales milestone pay
• $1,500,000 — la made up of the following payments: $1,500,000 owed upon reaching cumulative sales of
• $20,000,000 — owed upon reaching cumulative sales of $20,000,000; $5,000,000 owed upon reaching cumula
• $5,000,000 — hing cumulative sales of $20,000,000; $5,000,000 owed upon reaching cumulative sales of
• $50,000,000 — owed upon reaching cumulative sales of $50,000,000; and $10,000,000 owed upon reaching c
• $10,000,000 — cumulative sales of $50,000,000; and $10,000,000 owed upon reaching cumulative sales of
• $100,000,000 — owed upon reaching cumulative sales of $100,000,000. 3. The reduction in total royalty co
• $8,000,000 — d to pay an aggregate purchase price of $8,000,000, which will be paid as follows: (i) $4
• $400,000 — 00, which will be paid as follows: (i) $400,000 to Seller, $150,000 of which is due upo
• $150,000 — id as follows: (i) $400,000 to Seller, $150,000 of which is due upon execution of the P
• $250,000 — succeeding business day thereafter and $250,000 of which is due on the closing date of
• $100,000 — ransaction (the "Closing Date"); (ii) $100,000 to a third party on behalf of Seller on
• $7,500,000 — Seller on the Closing Date; and (iii) $7,500,000 of shares of the Company's common stock

Filing Documents

• ea0229055-8k_osthera.htm (8-K) — 54KB
• ea022905501ex4-1_osthera.htm (EX-4.1) — 96KB
• ea022905501ex10-1_osthera.htm (EX-10.1) — 85KB
• ea022905501ex10-2_osthera.htm (EX-10.2) — 121KB
• ea022905501ex99-1_osthera.htm (EX-99.1) — 20KB
• 0001213900-25-007705.txt ( ) — 635KB
• ostx-20250128.xsd (EX-101.SCH) — 3KB
• ostx-20250128_lab.xml (EX-101.LAB) — 33KB
• ostx-20250128_pre.xml (EX-101.PRE) — 22KB
• ea0229055-8k_osthera_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 28, 2025, OS Therapies Incorporated ("OS Therapies" or the "Company") entered into an Asset Purchase Agreement (the "Purchase Agreement") with Ayala Pharmaceuticals, Inc., a Delaware corporation formerly known as Advaxis, Inc. ("Ayala" or the "Seller"), pursuant to which the Company agreed, subject to the terms and conditions set forth therein, to acquire from Ayala all HER2 and Listeria monocytogenes ( Lm ) related intellectual property (the "IP"), including but not limited to certain patents and patent applications, rights to receive future milestones, royalties and other payments related to the IP, third-party license agreements (including a license agreement between Seller and the Trustees of the University of Pennsylvania (the "Penn License")), inventions and discoveries, products, compounds, treatments, therapies, marketing authorizations and related rights, documents and all other assets directly related to the IP (collectively, the "Assets"). The Assets include two Investigational New Drug filings with the US Food & Drug Administration ("FDA"): (i) ADXS-503 for Non-Small Cell Lung Cancer (NSCLC); and (ii) ADXS-504 for Prostate Cancer. The change in milestone payments and royalty consideration owed as it relates to the OST-HER2 program are as follows: 1. Elimination of $3,500,000 payment owed to Ayala upon the first filing of a Biologics Licensing Authorization approval for OST-HER2 with the FDA. 2. Elimination of a total of $16,500,000 in OST-HER2 related sales milestone payments owed to Ayala made up of the following payments: $1,500,000 owed upon reaching cumulative sales of $20,000,000; $5,000,000 owed upon reaching cumulative sales of $50,000,000; and $10,000,000 owed upon reaching cumulative sales of $100,000,000. 3. The reduction in total royalty consideration owed on OST-HER2 related sales from 10% of net sales owed to Ayala to 1.5% of net sales owed under the Penn Lic

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The Consideration Shares, Warrant (including Warrant Shares) and Additional Consideration Shares (if any) are being offered and sold by the Company to Ayala under the Purchase Agreement in reliance upon an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 28, 2025, Karim Galzahr was elected to the Company's board of directors. Mr. Galzahr has not been appointed to any committee of the board at this time. Mr. Galzahr was elected to the Company's board in accordance with the terms of the previously disclosed Securities Purchase Agreement, dated as of December 30, 2024, by and among the Company and the purchasers party thereto. Mr. Galzahr, age 51, is currently a managing partner at OKG Capital, an early stage medtech and life science investor, which he founded in 2022, and the Chief Executive Officer of OKG Services SA, a life science and medtech management company. Mr. Galzahr has served on the board of directors of various privately held companies in the medical diagnostics, medtech, life science, and healthcare technology sectors since 2022. Notably, he has served as a director of NeoTX Holdings, Inc., a privately held clinical stage immune oncology drug discovery company developing innovative therapies for the treatment of solid cold tumors, since November 2024, 52 North Health Ltd., a privately held company focused on remote monitoring and home diagnostics solutions for acute oncology and other serious diseases including neutropenic sepsis, since October 2024, iQure Pharma Inc., a privately held global biotech company focused on the development of new therapeutics for neurodegenerative diseases, since March 2023, and Deeplook Medical, Inc., a privately held breast cancer detection and diagnostic imaging software provider, since January 2023. Mr. Galzahr also serves as an Investment Manager of Edo Investments Limited, a privately held public and private investment management company, and Investment Advisor of MJ Assets Limited, a private wealth investor focusing on disruptive technologies that have significant positive social impact, positions he

01 Other Events

Item 8.01 Other Events. On January 29, 2025, the Company issued a press release announcing the acquisition of the Assets, the appointment of Mr. Galzahr and certain clinical data conclusions of the Company's lung cancer asset. The full text of the press release, a copy of which is attached hereto as Exhibit 99.1, is incorporated herein by reference. Cautionary Note Regarding Forward-Looking Statements This report, including Exhibit 99.1, contains "forward-looking plans, objectives, goals, expectations, strategies, anticipations, assumptions, estimates, intentions, future events, future revenues or performance, capital expenditures and other information that is not historical information. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the Company's actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking "project," "plan," "contemplate," "plan," "continue," "intend," "believe" and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking basis for its expectations and beliefs, but there can be no assurance that the Company will realize its expectations or that its beliefs will prove to be correct. There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this report. Examples of risks and uncertainties that could cause actual results to differ materially from his

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Form of Warrant. 10.1 Asset Purchase Agreement, dated as of January 28, 2025, between OS Therapies Incorporated and Ayala Pharmaceuticals, Inc.* 10.2 Form of Registration Rights Agreement. 99.1 Press release, dated January 29, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC. 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 29, 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