OS Therapies Inc. Files 8-K with Material Agreements

TL;DR

OS Therapies Inc. filed an 8-K on 9/2/25 detailing material agreements and equity sales.

AI Summary

On September 2, 2025, 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 actions and financial disclosures by OS Therapies Inc., which could impact investors' understanding of the company's current status and future prospects.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can lead to significant stock price movements, requiring careful investor attention.

Key Players & Entities

• OS Therapies Inc. (company) — Registrant
• September 2, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-42195 (identifier) — Commission File Number
• 82-5118368 (identifier) — IRS Employer Identification No.
• 115 Pullman Crossing Road, Suite 103 (address) — Address of Principal Executive Offices
• Grasonville, Maryland (location) — Principal Executive Offices Location
• 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
• $1.12 — ock, having a current exercise price of $1.12 per share, originally issued to the Rem
• $3.00 — arrant Shares") at an exercise price of $3.00 per share, subject to adjustment as pro
• $1.119 — se of its Existing Warrants for cash at $1.119 per share. Upon such pre-funding, the e
• $3,777,808 — ed Offering expenses, are approximately $3,777,808. The Company intends to use the net pro
• $1.00 — h lower Dilutive Issuance Price and (y) $1.00 per share. Exercisability The New Wa

Filing Documents

• ea0255568-8k_ostherap.htm (8-K) — 45KB
• ea025556801ex10-1_ostherap.htm (EX-10.1) — 51KB
• ea025556801ex99-1_ostherap.htm (EX-99.1) — 13KB
• 0001213900-25-083396.txt ( ) — 297KB
• ostx-20250902.xsd (EX-101.SCH) — 3KB
• ostx-20250902_lab.xml (EX-101.LAB) — 33KB
• ostx-20250902_pre.xml (EX-101.PRE) — 22KB
• ea0255568-8k_ostherap_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Warrant Exercise Inducement On September 2, 2025, OS Therapies Incorporated (the "Company") closed on a second warrant exercise inducement and exchange offer (the "Offering"). The Offering was made to remaining holders (the "Remaining Holders") of the existing warrants of the Company to purchase shares of the Company's common stock, having a current exercise price of $1.12 per share, originally issued to the Remaining Holders on December 31, 2024 and/or January 14, 2025 (the "Existing Warrants"), during the period beginning on August 29, 2025 and ending at 9:00 p.m., Eastern time, on September 1, 2025 (the "Inducement Period"). The terms of the Offering were substantially similar to the warrant exercise inducement and exchange offer previously reported by the Company in its Current Reports on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on each of June 24, 2025, June 27, 2025 and July 14, 2025. During the Inducement Period, the Company entered into inducement offer letter agreements (the "Inducement Letters") with the Remaining Holders of Existing Warrants, pursuant to which the Remaining Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate of 3,373,043 shares of the Company's common stock in consideration of the Company's agreement to issue new common stock purchase warrants (the "New Warrants") to purchase up to an aggregate of 3,373,043 shares of the Company's common stock (the "New Warrant Shares") at an exercise price of $3.00 per share, subject to adjustment as provided therein. The New Warrants will be immediately exercisable from the date of issuance and have a term of exercise of five years from such date. Notwithstanding the foregoing, if the exercise of any Existing Warrant by a Remaining Holder would have resulted in such Remaining Holder exceeding the beneficial ownership limitation contained in the Existing Warrants, the Remaining Hold

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 New Warrants and New Warrant Shares were offered and sold by the Company 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.

01. Other Events

Item 8.01. Other Events. On September 2, 2025, the Company issued a press release announcing the closing of the Offering, 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 10.1 Form of Inducement Offer Letter. 99.1 Press Release issued by OS Therapies Incorporated on September 2, 2025. 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: September 2, 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