OS Therapies Inc

false 0001795091 0001795091 2026-07-31 2026-07-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2026 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 115 Pullman Crossing Road , Suite 103 Grasonville , Maryland 21638 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: ( 410 ) 297-7793 N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, par value $0.001 per share OSTX NYSE American Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ CURRENT REPORT ON FORM 8-K OS Therapies Incorporated July 31, 2026 Item 1.01. Entry into a Material Definitive Agreement. Leonite 2026 Secured Financing As previously disclosed, on June 30, 2026, OS Therapies Incorporated (the “Company”), together with its wholly owned subsidiaries, entered into a securities purchase agreement (the “Leonite SPA”) with Leonite Fund I, LP (“Leonite”) and related transaction documents, pursuant to which the Company issued and sold to Leonite, in a private placement (the “Leonite Private Placement”), a senior secured convertible promissory note in an aggregate principal amount of up to $10,000,000 (the “Leonite Note”). As additional consideration for Leonite’s purchase of the Note, the Company issued to Leonite (i) 275,000 shares of the Company’s common stock (the “Leonite Commitment Shares”) and (ii) a five-year warrant (the “Leonite Warrant”) to purchase up to 1,750,000 shares of the Company’s common stock at an initial exercise price of $2.85 per share, subject to adjustment. Pursuant to the Leonite SPA, Leonite agreed to purchase the Leonite Note in one or more tranches, in an aggregate principal amount of up to $10,000,000. Each funded tranche was subject to an original issue discount of 7.5%, which was included in the principal amount of the Leonite Note and was earned only upon the funding of such tranche. On July 2, 2026, Leonite funded the initial tranche in the principal amount of $1,600,000 (less $35,000 retained by Leonite for legal fees and expenses). The Leonite Note was secured by a continuing first-priority security interest in substantially all of the Company’s and its subsidiaries’ existing and after-acquired assets, subject to certain exclusions, including intellectual property assets. Notwithstanding such exclusions, the collateral included accounts, payment intangibles and other rights to payment arising from the sale, license or other disposition of intellectual property. Leonite Settlement On July 31, 2026, the Company, together with its wholly owned subsidiaries, entered into a settlement agreement and mutual release with Leonite (the “Leonite Settlement Agreement”), pursuant to which the Company agreed to pay Leonite $1,900,000 in cash (the “Leonite Settlement Payment”) and issue to Leonite 500,000 shares of the Company’s common stock (the “Leonite Settlement Shares”) on or before August 7, 2026 (the “Outside Date”) in full and complete satisfaction of all amounts outstanding under the Leonite Note and the other transaction documents related to the Leonite Private Placement (the “Leonite Settlement”). The Leonite Settlement Agreement requires that the Leonite Settlement Shares be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-289443) and a prospectus supplement filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), on or prior to the date of issuance of the Leonite Settlement Shares. The closing of the Leonite Settlement will occur upon Leonite’s receipt of both the Leonite Settlement Payment and the Leonite Settlement Shares (the “Settlement Closing”), which the Company expects to occur on or before the Outside Date. Effective upon the Settlement Closing: (i) the Leonite Note and all amounts outstanding thereunder will be deemed fully paid, satisfied, discharged and cancelled, and all conversion rights thereunder will terminate; (ii) the Leonite Warrant will be terminated and cancelled in its entirety, unexercised; (iii) the Leonite Commitment Shares will be surrendered by Leonite to the Company for cancellation; (iv) the Leonite SPA, the related security agreement and all other transaction documents entered into in connection with the Leonite Private Placement will terminate and cease to be of any further force or effect, including all rights of Leonite under the participation rights, rights of first refusal, future financing rights, disclosure rights relating to future financings, rollover rights and registration rights provisions of the Leonite SPA; and (v) all security interests, liens, pledges and other collateral granted to or for the benefit of Leonite will be automatically, unconditionally and irrevocably released, terminated and discharged, and all assets assigned to Leonite by OS Therapies UK Ltd, our wholly owned subsidiary (“OSUK”), including value added tax repayments and research and development tax relief claims, will revert to OSUK free and clear of any claim or lien of Leonite. 1 Pursuant to the Leonite Settlement Agreement, effective upon the Settlement Closing, the parties agreed to exchange unconditional mutual releases of all claims, counterclaims, demands, actions and causes of action of every kind and nature, whether known or unknown, suspected or unsuspected, arising out of, relating to or in connection with any act, omission, event or occurrence existing at or prior to the Settlement Closing, including the transaction documents entered into in connection with the Leonite Private Placement, the transactions contemplated thereby and the disputes between the parties, subject to a customary carve-out preserving the parties’ respective rights and obligations under the Leonite Settlement Agreement. Each party also agreed to waive, to the fullest extent permitted by law, the provisions, rights and benefits of any statute, rule, doctrine or common law principle that would limit the scope or effectiveness of a general release with respect to unknown or unsuspected claims. If the Settlement Closing has not occurred on or before the Outside Date (other than due to Leonite’s willful refusal to accept a proper tender), the Company has a five-business day cure period. If the Settlement Closing has not occurred by the end of the cure period, Leonite will have the right to terminate the Leonite Settlement Agreement,