OS Therapies Inc

false 0001795091 0001795091 2026-08-06 2026-08-06 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): August 6, 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 August 6, 2026 Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On August 10, 2026, OS Therapies Incorporated (the “Company”), together with its wholly owned subsidiaries, entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers, in a private placement (the “August Private Placement”), senior secured convertible promissory notes in an aggregate subscription amount of up to $10,000,000 (each, a “Note” and, collectively, the “Notes”), consisting of (i) an initial tranche of an aggregate subscription amount of up to $5,000,000 (the “First Tranche”) and (ii) a second tranche of an aggregate subscription amount of up to $5,000,000 (the “Second Tranche” and, together with the First Tranche, the “Tranches” and, each, a “Tranche”). Each Note purchased pursuant to the Purchase Agreement will include an original issue discount equal to 7.5% of the principal amount of such Note (the “OID”). Pursuant to the Purchase Agreement, each Purchaser may subscribe for one or more units (each, a “Unit”) at a purchase price of $100,000 per Unit, consisting of (i) a Note in the principal amount of $108,108.11, reflecting the applicable OID, (ii) 30,000 shares of the Company’s common stock (the “Shares”) or, in lieu thereof, pre-funded warrants to purchase up to 30,000 shares of the Company’s common stock (the “Pre-Funded Warrants”), and (iii) five-year warrants to purchase up to 30,000 shares of the Company’s common stock (the “Warrants”). On August 10, 2026, the Company consummated the closing of the First Tranche (the “Initial Closing”), pursuant to which the Purchasers purchased an aggregate of $5,000,000 of Units (inclusive of the bridge note conversion described below), and the Company issued to the Purchasers (i) Notes in an aggregate principal amount of $5,405,405.42, (ii) an aggregate of 600,000 Shares, (iii) Pre-Funded Warrants to purchase up to an aggregate of 900,000 shares of the Company’s common stock and (iv) Warrants to purchase up to an aggregate of 1,500,000 shares of the Company’s common stock. At the Initial Closing, a bridge convertible promissory note in the principal amount of $2,200,000 issued by the Company on August 2, 2026 in connection with the Company’s previously disclosed bridge financing automatically converted, in accordance with the terms of the Purchase Agreement, into (i) a Note in the principal amount of $2,378,378.38, (ii) a Pre-Funded Warrant to purchase up to 660,000 shares of the Company’s common stock and (iii) a Warrant to purchase 660,000 shares of the Company’s common stock. Upon such conversion, the bridge convertible promissory note was automatically terminated, cancelled and satisfied in full. The Company intends to use the net proceeds of the August Private Placement to fund clinical development and regulatory activities, as well as for working capital and other general corporate purposes. The funding of the Second Tranche is entirely optional for each Purchaser, and no Purchaser is obligated to purchase or fund any portion of the Second Tranche unless such Purchaser, in its sole discretion, elects to do so and the Company agrees to such purchase or funding. Pursuant to the Purchase Agreement, the Company has agreed to prepare and file with the Securities and Exchange Commission (the “SEC”), within 30 days following August 10, 2026, a registration statement covering the resale by the Purchasers of their respective Shares and the shares of common stock issuable upon conversion of the Notes and exercise of the Warrants and Pre-Funded Warrants issued at the Initial Closing. The Company has agreed to use commercially reasonable efforts to cause such registration statement to be declared effective by the SEC no later than 120 days following August 10, 2026, and to keep such registration statement continuously effective until the earlier of (i) the date on which all such registrable securities have been sold and (ii) the date on which all such registrable securities may be sold without restriction or volume limitations pursuant to Rule 144. The Company has also agreed, within 30 days following each subsequent closing, to file such amendments, supplements or post-effective amendments to the registration statement as may be necessary to include additional registrable securities issued or issuable pursuant to the Purchase Agreement in connection with such subsequent closing. The Purchase Agreement also provides the Purchasers with certain piggyback registration rights. 1 Pursuant to the Purchase Agreement, during the period that any Notes remain outstanding, the Company has agreed not to effect or enter into any agreement to effect any issuance or sale of common stock or common stock equivalents involving a variable rate transaction, subject to certain exceptions. A “variable rate transaction” generally includes transactions involving securities convertible into, exchangeable for or exercisable for common stock at a price based on or varying with the trading price of the Company’s common stock or subject to future price resets, as well as equity lines of credit, committed equity facilities or similar continuous offering programs in which the purchase price is determined at a future date or by reference to future market prices. The Purchase Agreement provides each Purchaser with: (i) a participation right, pursuant to which, during the period beginning on the issuance date of such Purchaser’s Note and ending on the earlier of (A) 18 months following the funding date of the most recent tranche funded by such Purchaser and (B) the date on which all obligations under such Purchaser’s Note have