OS Therapies (NYSE: OSTX) details resale of 4,373,043 shares

Rhea-AI Filing Summary

OS Therapies Incorporated filed a Form 8-K describing a new prospectus supplement that is part of its effective Form S-3 shelf registration. The prospectus supplement covers the resale from time to time of up to 4,373,043 shares of OS Therapies common stock by selling stockholders named in the supplement.

The company used this report to provide investors with the legal opinion from its counsel, Olshan Frome Wolosky LLP, on the validity of these shares, which is filed as Exhibit 5.1, along with the related consent and the cover page interactive data file.

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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): September 30, 2025

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

September 30, 2025

Item 8.01. Other Events.

On September 30, 2025, OS Therapies Incorporated (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Prospectus Supplement”), which forms a part of the Company’s registration statement on Form S-3 (File No. 333-289443), which was previously filed with the SEC on August 8, 2025 and declared effective on August 12, 2025. The Prospectus Supplement covers the resale from time to time of up to 4,373,043 shares of the Company’s common stock (the “Shares”) by the selling stockholders referenced in the Prospectus Supplement. The Company is filing this Current Report on Form 8-K to provide the legal opinion of its counsel, Olshan Frome Wolosky LLP, regarding the legality of Shares, which is attached hereto as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
5.1		Opinion of Olshan Frome Wolosky LLP.
23.1		Consent of Olshan Frome Wolosky LLP (included in its opinion filed as Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 30, 2025	By:	/s/ Paul A. Romness, MPH
		Name:	Paul A. Romness, MPH
		Title:	President and Chief Executive Officer

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FAQ

What did OS Therapies (OSTX) report in this Form 8-K?

OS Therapies filed a Form 8-K to note that it has filed a prospectus supplement under its Form S-3 registration, covering the resale of up to 4,373,043 shares of its common stock by selling stockholders, and to provide the related legal opinion as an exhibit.

How many OS Therapies shares are covered by the new prospectus supplement?

The prospectus supplement covers the resale from time to time of up to 4,373,043 shares of OS Therapies common stock by the selling stockholders referenced in the supplement.

What is the relationship between the prospectus supplement and OS Therapies Form S-3 shelf?

The prospectus supplement forms part of OS Therapies existing Form S-3 registration statement (File No. 333-289443), which was filed on August 8, 2025 and declared effective on August 12, 2025.

Why did OS Therapies include a legal opinion in this filing?

OS Therapies included the opinion of its counsel, Olshan Frome Wolosky LLP, to address the legality of the shares covered by the prospectus supplement; this opinion is filed as Exhibit 5.1, with a related consent as Exhibit 23.1.

Does this 8-K indicate that OS Therapies is directly selling new shares?

The filing describes a prospectus supplement that covers the resale of common stock by selling stockholders, meaning it focuses on stockholder sales rather than stating that the company is selling shares itself.

Which exchange lists OS Therapies common stock and under what symbol?

OS Therapies common stock, par value $0.001 per share, is listed on the NYSE American under the trading symbol OSTX.