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0001795091
0001795091
2026-03-04
2026-03-04
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):
March 4, 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
March 4, 2026
Item 1.01. Entry into a Material Definitive
Agreement.
Private Placement
On March 4, 2026, OS Therapies
Incorporated (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain
accredited investors (collectively, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers,
in a private placement (the “Private Placement”), (i) 10.0% original issue discount unsecured convertible promissory notes
(the “Notes”) and (ii) warrants to purchase shares of the Company’s common stock (the “Warrants” and, together
with the Notes, the “Securities”).
The Company engaged a Securities
Exchange Commission (“SEC”)-registered broker dealer and FINRA member to act as the exclusive placement agent for the Private
Placement. In connection with the Private Placement, the Company paid to the placement agent (a) a cash fee equal to 7.0% of the aggregate gross
cash proceeds received by the Company in connection with the Private Placement and (b) a one-time expense reimbursement of $25,000 for
its legal and other expenses incurred in connection with the Private Placement.
Pursuant to the Purchase Agreement,
the Company issued to the Purchasers (i) Notes in an aggregate principal amount of $2,200,000 and (ii) Warrants to purchase up to 1,666,667
shares of the Company’s common stock (the “Warrant Shares”), for aggregate gross proceeds of $2,000,000, before deducting
placement agent fees and other Private Placement expenses. The Notes were sold at a 10% original issue discount, such that for each $100,000
invested by a Purchaser, such Purchaser received a Note in the principal amount of $110,000. The Company intends to use the net proceeds
of the Private Placement to fund clinical development activities, including ongoing and planned clinical trials, and advance its research
and development programs, as well as for working capital and other general corporate purposes.
Pursuant to the Purchase Agreement,
the Company has agreed that, from the closing date until the later of (i) the date on which no Notes issued thereunder remain outstanding
and (ii) six months following the effectiveness of the resale registration statement covering the shares of the Company’s common
stock issuable upon conversion of the Notes and exercise of the Warrants (the “Underlying Shares”), the Company will not effect
or agree to effect any issuance of common stock or common stock equivalents in a transaction involving a variable rate or price-based
conversion, exercise or exchange feature that provides for a downward adjustment or reset of the applicable price based on fluctuations
in the market price of the Company’s common stock following the issuance of such securities, subject to certain exceptions.
The Company has also agreed
to file a registration statement on Form S-3 (or Form S-1 if the Company is not then eligible to register securities for Form S-3) within
30 calendar days of March 4, 2026 (or April 3, 2026) to register for resale the Underlying Shares. The Company has also agreed to use
commercially reasonable efforts to cause such registration statement to become effective within 60 calendar days (or 90 calendar days
in the case of a “full review” by the SEC) following its initial filing and to keep such registration statement effective
at all times until the earlier of (i) the time that no Purchaser owns any Notes, Warrants or Underlying Shares or (ii) the Legend Removal
Date (as defined in the Purchase Agreement).
Terms of the Notes
The following summary of certain
terms and provisions of the Notes is not complete and is subject to, and qualified in its entirety by, the provisions of the Notes, the
form of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Interest and Maturity
The Notes bear interest at
a rate of 4% per annum and mature on March 4, 2027 (the “Maturity Date”). Interest on the Notes accrues from the funding date
until the earlier of the Maturity Date or conversion of the Notes, and all accrued and unpaid interest under the Notes will convert together
with principal upon any conversion of the Notes.
Conversion
The Notes are convertible
into shares of the Company’s common stock or other securities of the Company under the following circumstances:
Mandatory Conversion.
If the Company consummates a “Qualified Offering” on or before the Maturity Date, the outstanding principal amount of each
Note, together with all accrued and unpaid interest, will automatically convert into securities of the Company sold in such Qualified
Offering at a conversion price per share equal to the offering price per share (or per unit, as applicable) in the Qualified Offering,
without any discount. A “Qualified Offering” means a registered public offering or registered direct offering of the Company’s
securities from which the Company receives gross cash proceeds of not less than $2,500,000 from new money investments (excluding any proceeds
attributable to the conversion of the Notes or any other outstanding convertible securities of the Company).
Voluntary Conversion.
At any time prior to repayment and prior to a mandatory conversion, the Notes are convertible, in whole or in part, at the option of the
holder, into shares of common stock at a conversion price equal to 90% of the average daily volume weighted average price of the Company’s
common stock for the 10 trading days immediately preceding the date the holder delivers a notice of conversion, subject to adjustment.
Conversion Price Adjustments
While the Notes are outstanding,
the conversion price of the Notes is subject to adjustment upon the occurrence of certain events, including stock dividends, stock splits,
combinations, reclassifications and certain dilutive issuances. If the Company issues common stock or common stock equivalents at an effective
price per share that is lower than the then-current conversion price (other than exempt issuances), the conversion price will be reduced
to such lower price.
Conversion Limitations
A holder (together with its
affiliates) may not convert any portion of such holder’s Notes to the extent that the holder would own more than 4.99% (or, at the
election of the holder, 9.99%) of the Company’s outstanding common stock immediately after conversion, except that upon prior notice
from the holder to the Company, the holder may increase or decrease the amount of ownership of outstanding stock after converting the
holder’s Notes up to 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect
to the conversion, as such percentage ownership is determined in accordance with the terms of the Notes, provided that any increase will
not be effective until 61 days following notice to the Company.
The total number of shares
of common stock issued upon conversion of the Notes, or upon any anti-dilution adjustment, will not exceed 19.99% of the Company’s
outstanding shares of common stock immediately prior to such issuance or adjustment, unless stockholder approval is obtained.
Prepayment
The Company has the option
to prepay the Notes at any time, provided that (i) the Company offers such prepayment on the same terms to all holders of Notes on a pro-rata
basis and (ii) each holder electing to accept such prepayment provides its individual written consent.
Events of Default
The Notes contain customary
events of default, including, among others: (i) failure to pay principal or interest when due; (ii) failure to observe or perform any
material covenant; (iii) material breaches of representations or warranties; (iv) bankruptcy events; (v) certain defaults under other
indebtedness; (vi) delisting of the Company’s common stock; (vii) participation in a change of control transaction or fundamental
transaction; (viii) failure to comply with current public information requirements under Rule 144; and (ix) failure to deliver conversion
shares within five trading days after a conversion date. Upon an event of default, the outstanding principal amount, plus accrued and
unpaid interest and any other amounts owed, will become immediately due and payable in cash at a mandatory default amount of 1.5% per
month (18% per annum).
Negative Covenants
As long as any portion of
the Notes remains outstanding, unless the holders of at least 51% of the principal amount of the then outstanding Notes consent in writing,
the Company agreed to not, among other things: (i) incur additional indebtedness other than permitted indebtedness; (ii) create liens
other than permitted liens; (iii) amend its charter documents in a manner that materially and adversely affects the rights of the holders;
(iv) repurchase more than a de minimis number of shares of common stock (subject to certain exceptions); (v) repay, repurchase or otherwise
acquire any indebtedness other than the Notes (if on a pro-rata basis) and regularly scheduled principal and interest payments of permitted
indebtedness; (vi) pay cash dividends or distributions; or (vii) enter into affiliate transactions that are not on arm’s-length
terms.
Terms of the Warrants
The following summary of certain
terms and provisions of the Warrants is not complete and is subject to, and qualified in its entirety by, the provisions of the Warrants,
the form of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Duration and Exercise Price
The Warrants are exercisable
immediately upon issuance and will expire five years from the date of issuance. Each Purchaser received a Warrant to purchase a number
of shares of common stock equal to 100% warrant coverage, calculated by dividing the total principal amount of the Note issued to such
Purchaser by the average closing price of the Company’s common stock during the 10 trading days immediately prior to the closing
date, which was $1.32. Each Warrant has an exercise price of $1.40 per share, subject to adjustment as provided therein.
Exercise Price Adjustments
The exercise price of the
Warrants is subject to adjustment upon the occurrence of certain events, including stock dividends, stock splits, combinations, reclassifications
and certain dilutive issuances. If, during the period beginning on the closing date and ending upon the consummation of a Qualified Offering,
the Company issues common stock or common stock equivalents (other than excluded securities) at an effective price per share that is lower
than the then-current exercise price, the exercise price will be reduced to such lower price. Upon consummation of a Qualified Offering,
the exercise price will be adjusted to equal the offering price per share (or per unit, as applicable) in the Qualified Offering, but
only if such price is lower than the then-current exercise price.
Exercisability
The Warrants are exercisable,
at the option of each holder, in whole or in part, by delivering to the Company a duly executed exercise notice accompanied by payment
in full for the number of shares of the Company’s common stock purchased upon such exercise (except in the case of a cashless exercise
as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s Warrants to the extent
that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding common stock immediately
after exercise, except that upon prior notice from the holder to the Company, the holder may increase or decrease the amount of ownership
of outstanding stock after exercising the holder’s Warrants up to 9.99% of the number of shares of the Company’s common stock
outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of
the Warrants, provided that any increase will not be effective until 61 days following notice to the Company.
The Company may not issue
shares of common stock upon exercise of the Warrants, together with shares issued upon conversion of the Notes and upon exercise of the
other Warrants issued pursuant to the Purchase Agreement, in excess of 19.99% of the Company’s outstanding common stock immediately
prior to the closing of the Private Placement, unless stockholder approval is obtained. Each holder of Warrants is entitled to a pro rata
portion of such issuance limit based on its subscription amount under the Purchase Agreement and may allocate such portion among the Warrants
it holds in its discretion. If stockholder approval is obtained, the Warrants may be exercised without regard to such limitation; if stockholder
approval is not obtained, any portion of a Warrant that cannot be exercised due to such limitation will remain outstanding and exercisable
in accordance with its terms.
Forced Exercise
The Warrants provide that,
at any time any Warrants are outstanding, if the closing price of the Company’s common stock on the applicable trading market equals
or exceeds 300% of the exercise price then in effect for any 20 consecutive trading days, the Company may, subject to the satisfaction
of certain equity conditions, require the holder to exercise all or a portion of the Warrants for cash.
Cashless Exercise
If, at the time a holder exercises
its Warrants, a registration statement registering the resale of shares issuable upon exercise of the Warrants is not then effective or
available, then in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the
aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part), the net number of shares
of common stock determined according to a formula set forth in the Warrants.
Rights as a Stockholder
Except as otherwise provided
in the Warrants or by virtue of the holder’s ownership of shares of the Company’s common stock, such holder of Warrants does
not have the rights or privileges of a holder of the Company’s common stock, including any voting rights, until such holder exercises
such holder’s Warrants. The Warrants will provide that the holders of the Warrants have the right to participate in distributions
or dividends paid on shares of the Company’s common stock.
Fundamental Transactions
If at any time the Warrants
are outstanding, the Company, either directly or indirectly, in one or more related transactions effect a Fundamental Transaction (as
defined in the Warrants), a holder of Warrants will be entitled to receive, the number of shares of common stock of the successor or acquiring
corporation or of the Company, if the Company is the surviving corporation, and any additional consideration receivable as a result of
the Fundamental Transaction by such holder of the number of shares of common stock for which the Warrants are exercisable immediately
prior to the Fundamental Transaction.
Waivers and Amendments
The Warrants may be modified
or amended or the provisions of the Warrants waived with the Company’s and the holder’s written consent, and the written consent
of the holder is not required for any amendment that does not adversely affect the rights of the holder.
The foregoing descriptions
of the Purchase Agreement, the Notes and the Warrants do not purport to be complete and are qualified in their entirety by reference to
the full text of such documents, forms of which are filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form
8-K, and are incorporated herein by reference.
The Purchase Agreement contains
customary representations, warranties and covenants by the Company which were made only for the purposes of the Purchase Agreement and
as of specific dates, were solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon
by the contracting parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information
regarding the terms of the Purchase Agreement and not to provide investors with any other factual information regarding the Company or
its business, and should be read in conjunction with the disclosures in the Company’s reports and other filings with the SEC.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth
under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained
in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The Notes, Warrants and Underlying
Shares are being offered and sold by the Company in reliance upon an exemption from the registration requirements of the Securities Act
of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.
The Purchasers represented that they are “accredited investors” as defined in Rule 501(a) under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description
|
| 4.1 |
|
Form of 10.0% Original Issue Discount Unsecured Convertible
Promissory Note. |
| 4.2 |
|
Form of Common Stock Purchase Warrant. |
| 10.1 |
|
Form of Securities Purchase Agreement. |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document). |
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: March 6, 2026 |
By: |
/s/ Paul A. Romness, MPH |
| |
|
Name: |
Paul A. Romness, MPH |
| |
|
Title: |
President and Chief Executive Officer |
