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0001795091
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2026-07-23
2026-07-23
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iso4217:USD
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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):
July 23, 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
July 23, 2026
Item 1.02. Termination of a Material Definitive
Agreement.
On July 23, 2026, OS Therapies
Incorporated (the “Company”) delivered to B. Riley Securities, Inc. and JonesTrading Institutional Services LLC (together,
the “Sales Agents”) written notice of termination of the At Market Issuance Sales Agreement, dated August 8, 2025 (the “Sales
Agreement”), between the Company and the Sales Agents, pursuant to Sections 13(b) and 14 thereof. The termination became effective
on July 28, 2026.
As previously disclosed, the
Sales Agreement provided the Company with the ability to offer and sell shares of its common stock from time to time having an aggregate
offering price of up to $18,000,000 through or to the Sales Agents. On August 25, 2025, the Company filed a prospectus supplement relating
to the Sales Agreement (the “Prospectus Supplement”), pursuant to which the Company could offer and sell shares of its common
stock having an aggregate offering price of up to $18,000,000. At the time the Company delivered the notice to terminate, and at the time
of termination, the Company had sold an aggregate of 282,679 shares of its common stock for aggregate gross proceeds of approximately
$530,162 under the Sales Agreement and the Prospectus Supplement, and approximately $17,469,838 remained unsold thereunder. No further
shares of the Company’s common stock may or will be offered or sold under the Sales Agreement or the Prospectus Supplement. In addition,
no termination fees or other payments were due by either party in connection with the termination of the Sales Agreement.
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 29, 2026 |
By: |
/s/ Paul A. Romness, MPH |
| |
|
Name: |
Paul A. Romness, MPH |
| |
|
Title: |
President and Chief Executive Officer |
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