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OS Therapies (OSTX) files 8-K/A to add Leonite Fund side letter exhibit

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

OS Therapies Incorporated filed an amendment to a prior current report to add a missing exhibit related to a previously disclosed private placement. The amendment, dated June 30, 2026, attaches a side letter between OS Therapies and Leonite Fund I, LP as Exhibit 10.3.

The original report, filed on July 2, 2026, had already described the private placement and included the main agreements such as the senior secured convertible promissory note, securities purchase agreement, and pledge and security agreement by reference. This amendment does not change any of those disclosures and should be read together with the original filing.

Positive

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Negative

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Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Amendment date June 30, 2026 Date of Amendment No. 1 and related side letter
Original report filing date July 2, 2026 Date of original current report on private placement
New exhibit added Exhibit 10.3 Side Letter between OS Therapies and Leonite Fund I, LP
Convertible note form Exhibit 4.1 Form of Senior Secured Convertible Promissory Note
Warrant form Exhibit 4.2 Form of Common Stock Purchase Warrant
Senior Secured Convertible Promissory Note financial
"Form of Senior Secured Convertible Promissory Note (incorporated by reference to Exhibit 4.1..."
A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.
Common Stock Purchase Warrant financial
"Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2..."
A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.
Securities Purchase Agreement financial
"Securities Purchase Agreement, dated as of June 30, 2026, among OS Therapies Incorporated..."
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Pledge and Security Agreement financial
"Pledge and Security Agreement, dated as of June 30, 2026, among OS Therapies Incorporated..."
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934... Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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FAQ

What is OS Therapies (OSTX) changing in this 8-K/A filing?

OS Therapies is filing an amendment solely to add Exhibit 10.3, a side letter dated June 30, 2026 with Leonite Fund I, LP, which was inadvertently omitted from the original current report on the private placement.

Does this OS Therapies (OSTX) 8-K/A alter the original private placement terms?

The amendment does not change the original private placement disclosures. It only adds the missing side letter as Exhibit 10.3, and explicitly states that all other information from the original report remains unchanged and should be read together.

Which new exhibit is included in the OS Therapies (OSTX) 8-K/A?

The amendment adds Exhibit 10.3, a side letter dated June 30, 2026 between OS Therapies Incorporated and Leonite Fund I, LP. Other related transaction documents remain incorporated by reference from the original current report.

What other key agreements are referenced in the OS Therapies (OSTX) filing?

The exhibit list references a form of senior secured convertible promissory note, a form of common stock purchase warrant, a securities purchase agreement, a pledge and security agreement, and a related press release, all tied to the June 30, 2026 private placement.

Who signed the OS Therapies (OSTX) 8-K/A amendment?

The amendment was signed on behalf of OS Therapies Incorporated by Paul A. Romness, MPH, who is identified as the company’s President and Chief Executive Officer, acting as the duly authorized signatory under the Exchange Act.

What is the relationship between OS Therapies and Leonite Fund I, LP in this filing?

Leonite Fund I, LP is the counterparty in several private placement documents with OS Therapies, including the securities purchase agreement, pledge and security agreement, and the newly filed side letter that is now attached as Exhibit 10.3.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K/A
(Amendment No. 1)

 

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.

 

 

 

 

 

 

AMENDMENT NO. 1
TO

CURRENT REPORT ON FORM 8-K/A

 

OS Therapies Incorporated

 

June 30, 2026

  

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by OS Therapies Incorporated (the “Company”) with the Securities and Exchange Commission (the “SEC”) on July 2, 2026 (the “Original Form 8-K”). This Amendment is being filed solely to include as Exhibit 10.3 the side letter, dated June 30, 2026, between the Company and Leonite Fund I, LP, which was entered into in connection with the private placement transaction described in the Original Form 8-K and was inadvertently omitted from the exhibits filed with the Original Form 8-K. Except as described above, this Amendment does not amend, update or otherwise modify the disclosures contained in the Original Form 8-K, and this Amendment should be read in conjunction with the Original Form 8-K.

  

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number  
  Description  
4.1*   Form of Senior Secured Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2026).
4.2   Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2026).
10.1*   Securities Purchase Agreement, dated as of June 30, 2026, among OS Therapies Incorporated, OS Animal Health Inc., OS Therapies UK LTD and Leonite Fund I, LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2026).
10.2   Pledge and Security Agreement, dated as of June 30, 2026, among OS Therapies Incorporated, OS Animal Health Inc., OS Therapies UK LTD and Leonite Fund I, LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2026).
10.3   Side Letter, dated June 30, 2026, between OS Therapies Incorporated and Leonite Fund I, LP.
99.1   Press Release issued by OS Therapies Incorporated on July 2, 2026 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2026).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have been omitted. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.

 

1

 

 

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: July 7, 2026 By: /s/ Paul A. Romness, MPH
    Name: Paul A. Romness, MPH
    Title: President and Chief Executive Officer

 

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Filing Exhibits & Attachments

4 documents