OS Therapies Inc

false 0001795091 0001795091 2026-06-30 2026-06-30 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): June 30, 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 June 30, 2026 Item 1.01. Entry into a Material Definitive Agreement. On June 30, 2026, OS Therapies Incorporated (the “Company”), together with OS Animal Health Inc. (“OSAH”) and OS Therapies UK Ltd (“OSUK” and, collectively, the “Borrowers”), each a wholly owned subsidiary of the Company, entered into a securities purchase agreement (the “Purchase Agreement”) with Leonite Fund I, LP (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor, in a private placement (the “Private Placement”), a senior secured convertible promissory note in an aggregate principal amount of up to $10,000,000 (the “Note”). As additional consideration for the Investor’s purchase of the Note, the Company also agreed to issue to the Investor (i) 275,000 shares of the Company’s common stock (the “Commitment Shares”) and (ii) a five-year warrant (the “Warrant”) to purchase up to 1,750,000 shares of the Company’s common stock (the “Warrant Shares” and, collectively with the Note, Commitment Shares and Warrant, the “Securities”). Securities Purchase Agreement Pursuant to the Purchase Agreement, the Investor agreed to purchase the Note in an aggregate principal amount of up to $10,000,000, to be funded in one or more tranches. Each funded tranche is subject to an original issue discount of 7.5%, which is included in the principal balance and earned only upon funding of such tranche. The first tranche of $1,600,000 (less $35,000 retained by the Investor for legal fees and expenses) is expected to be funded on July 2, 2026. An additional $400,000 is to be funded within 14 days from the date the first tranche is funded, subject to adequate collateral as determined by the Investor. The remainder is to be funded in additional tranches at the sole discretion of the Investor. The Company intends to use the net proceeds of the Private Placement to fund clinical development and regulatory activities, as well as for working capital and other general corporate purposes. Pursuant to the Purchase Agreement, the Company has agreed not to issue, upon conversion of the Note, exercise of the Warrant or otherwise, shares of its common stock in excess of 19.99% of the shares of the Company’s common stock outstanding as of June 30, 2026 to the extent such issuance would require stockholder approval under the applicable rules of the NYSE American, including Section 713 thereof, unless and until such stockholder approval has been obtained (the “exchange cap”). The Company has agreed to seek any such required stockholder approval by the earlier of (i) 90 calendar days following the Closing Date (as defined in the Purchase Agreement) and (ii) its next regularly scheduled meeting of stockholders. Pursuant to the Purchase Agreement, the Company has also agreed to file a resale registration statement covering the resale of all shares of the Company’s common stock issued or issuable pursuant to the transaction documents (including the Commitment Shares, Warrant Shares and any shares of common stock issuable upon conversion of the Note) within 90 days following the Closing Date and to cause such registration statement to be declared effective by the Securities and Exchange Commission (the “SEC”) within 180 days following the Closing Date. The Purchase Agreement provides the Investor with (i) a participation right, pursuant to which, during the period beginning on the issuance date of the Note and ending on the later of (A) 18 months following the advance date of the most recent tranche and (B) the date the Note has been paid in full, the Investor may participate in certain future offerings of the Company’s or its subsidiaries’ securities by purchasing securities in an amount equal to up to 100% of the then-outstanding principal amount of the Note on the same terms and conditions offered to other investors, (ii) a right of first refusal with respect to certain bona fide financing opportunities received by the Company or its subsidiaries while the Note remains outstanding, pursuant to which the Company is required to offer such financing opportunities to the Investor on the same terms as those proposed by third parties, and (iii) rollover rights, pursuant to which the Investor may elect, in connection with certain future public or private offerings of the Company’s equity, equity-linked or debt securities, to apply all or a portion of the then-outstanding principal amount of, and accrued but unpaid interest on, the Note, together with certain Company securities then held by the Investor, as consideration for securities issued in such financing, in each case on the same terms as other participating investors, and subject, in the case of clauses (ii) and (iii), to certain exceptions. The Purchase Agreement also provides that, for so long as any amounts remain outstanding under the Note, the Investor has a most-favored-nation right with respect to future financings and certain amendments to existing securities, pursuant to which, if the Company or any subsidiary issues or proposes to issue any securities, or amends or proposes to amend any outstanding securities, containing terms that are more favorable to the holders of such securities than the terms provided to the Investor under the transaction documents (or terms not otherwise afforded to the Investor), the Company is required to provide notice of such terms to the Investor and, at the Investor’s option, such more favorable terms will be incorporated into the transaction documents, subject to certain exceptions. 1 Terms of the Note The following summary of certain terms and provisions of the Note is not complete and is subject to, and qualified in its entirety by, the provisions of the Note, the form of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by ref