STOCK TITAN

OS Therapies (NYSE American: OSTX) ends $18M ATM after selling 282,679 shares

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

OS Therapies Incorporated terminated its At Market Issuance Sales Agreement with B. Riley Securities, Inc. and JonesTrading Institutional Services LLC. The agreement, dated August 8, 2025, allowed the company to offer and sell common stock from time to time with an aggregate offering price of up to $18,000,000.

The company had sold an aggregate of 282,679 shares of common stock for aggregate gross proceeds of approximately $530,162 under the agreement and related prospectus supplement, leaving approximately $17,469,838 unsold. The termination notice was delivered on July 23, 2026 and became effective on July 28, 2026. No termination fees or other payments were due by either party, and no further shares may be offered or sold under this program.

Positive

  • None.

Negative

  • None.

Filing Explained

The completed sale of 282,679 common shares is the holder-relevant structural change; because the filing does not disclose the resulting total share count or ownership percentages, the effect on existing holders’ percentage ownership cannot be sized.

Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
ATM program size $18,000,000 Aggregate offering price capacity under the At Market Issuance Sales Agreement
Shares sold under ATM 282,679 shares Total common shares sold before termination of the sales agreement
Gross proceeds from ATM approximately $530,162 Aggregate gross proceeds from shares sold under the agreement and prospectus supplement
Unsold ATM capacity approximately $17,469,838 Remaining portion of the $18,000,000 capacity at the time of termination
Termination effective date July 28, 2026 Date the At Market Issuance Sales Agreement termination became effective
At Market Issuance Sales Agreement financial
"termination of the At Market Issuance Sales Agreement, dated August 8, 2025"
An at market issuance sales agreement is a setup where a company arranges for an agent to sell newly issued shares directly into the public market at the current trading price, usually over time as needed. It matters to investors because it gives the company quick, flexible access to cash without setting a fixed price, but can dilute existing shareholders and affect the stock’s supply and short‑term price behavior—like a shop owner adding extra items to a shelf and selling them at whatever the going price is.
prospectus supplement regulatory
"the Company filed a prospectus supplement relating to the Sales Agreement"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
aggregate offering price financial
"offer and sell shares of its common stock having an aggregate offering price of up to $18,000,000"
The aggregate offering price is the total dollar amount that will be raised if all the securities in an offering are sold at the stated offering price, before fees or expenses are taken out. Investors use it to gauge the size of the fundraising and its potential effects—such as how much cash the company will get and how much existing ownership might be reduced—similar to totaling every item’s price in a shopping cart to see the full bill.
emerging growth company regulatory
"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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What agreement did OS Therapies (OSTX) terminate on July 23, 2026?

OS Therapies Incorporated terminated its At Market Issuance Sales Agreement with B. Riley Securities and JonesTrading. The agreement, dated August 8, 2025, allowed sales of common stock through these agents under a related prospectus supplement filed on August 25, 2025.

What was the maximum size of OS Therapies’ (OSTX) at-the-market program?

The at-the-market program permitted OS Therapies to offer and sell common stock with an aggregate offering price of up to $18,000,000. This limit was established in the At Market Issuance Sales Agreement and reflected in the company’s August 25, 2025 prospectus supplement.

How many shares did OS Therapies (OSTX) sell under the terminated sales agreement?

OS Therapies sold an aggregate of 282,679 shares of its common stock under the At Market Issuance Sales Agreement and related prospectus supplement. These sales generated aggregate gross proceeds of approximately $530,162 before the program was terminated.

What unsold capacity remained under OS Therapies’ (OSTX) at-the-market program?

At termination, approximately $17,469,838 of the original $18,000,000 aggregate offering capacity remained unsold under the At Market Issuance Sales Agreement and prospectus supplement. Following termination, no further shares may be offered or sold under this program.

When did OS Therapies’ (OSTX) sales agreement termination become effective?

OS Therapies delivered its termination notice on July 23, 2026, and the termination of the At Market Issuance Sales Agreement became effective on July 28, 2026. After that effective date, no additional shares can be sold under the agreement or related prospectus supplement.

Did OS Therapies (OSTX) incur any fees for terminating the sales agreement?

No. In connection with ending the At Market Issuance Sales Agreement, no termination fees or other payments were due by either OS Therapies or the sales agents. The agreement simply ceased to permit additional common stock offerings.
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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. 

 

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 29, 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

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