OS Therapies (NYSE: OSTX) extends warrant inducement offer to March 2, 2026

Rhea-AI Filing Summary

OS Therapies Incorporated updated investors on its ongoing warrant inducement transaction. The company previously entered into agreements with fewer than 10 accredited investors holding existing warrants to purchase up to 5,382,148 shares of common stock. These investors were offered the opportunity to exercise, or pre-fund the exercise of, their existing warrants for cash at a reduced exercise price of $1.40 per share, or $1.399 per share in the case of pre-funding. In return, the company agreed to issue new common stock purchase warrants to purchase up to an aggregate of 5,382,148 shares at an exercise price of $1.40 per share, subject to adjustment. The company has now extended the inducement offering period from its original expiration at 11:59 p.m. Eastern time on February 10, 2026, to 11:59 p.m. Eastern time on March 2, 2026, giving holders additional time to participate.

Insights

Capital markets and dilution analyst

OS Therapies extends a warrant inducement period that could bring in cash but also add new warrants.

OS Therapies is encouraging holders of existing warrants covering up to 5,382,148 shares to exercise or pre-fund at a reduced price of $1.40 per share, or $1.399 for pre-funding. In exchange, the company will issue an equal number of new warrants at a $1.40 exercise price.

The extension of the offering period to March 2, 2026 suggests the company wants to allow more time for participation, which may increase cash inflows if exercises occur. At the same time, issuing new warrants maintains a layer of potential future share issuance, so the ultimate effect on capital structure depends on how many holders decide to take part.

Because the excerpt does not provide current shares outstanding or expected take-up, the overall impact on dilution and liquidity remains unclear. Future company disclosures may clarify actual warrant exercises and any resulting changes in cash and equity.

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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): February 10, 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

February 10, 2026

Item 8.01. Other Events.

As previously announced, on January 10, 2026, OS Therapies Incorporated (the “Company”) entered into inducement offer letter agreements with less than 10 accredited investors (the “Holders”) that hold certain existing warrants of the Company to purchase up to an aggregate of 5,382,148 shares of the Company’s common stock (the “Existing Warrants”), pursuant to which the Holders agreed to exercise for cash, or pre-fund for cash the exercise of, their Existing Warrants at a reduced exercise price of $1.40 per share (or $1.399 per share in the case of pre-funding) in consideration of the Company’s agreement to issue new common stock purchase warrants to purchase up to an aggregate of 5,382,148 shares of the Company’s common stock at an exercise price of $1.40 per share, subject to adjustment as provided therein.

On February 10, 2026, the Company, with the consent of the Company’s warrant solicitation agent, extended the offering period, which was originally scheduled to expire at 11:59 p.m., Eastern time, on February 10, 2026, to 11:59 p.m., Eastern time, on March 2, 2026.

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: February 13, 2026	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) announce regarding its warrant inducement offer?

OS Therapies extended its warrant inducement offer, allowing certain accredited investors more time to exercise or pre-fund existing warrants at reduced prices, in exchange for new warrants. This relates to up to 5,382,148 shares of common stock at an exercise price of $1.40 per share.

How many OS Therapies warrants are covered by the inducement agreements?

The inducement agreements cover existing warrants to purchase up to 5,382,148 shares of OS Therapies common stock. Investors who participate agree to exercise or pre-fund these warrants for cash, with the company issuing new warrants for up to the same number of shares at $1.40 per share.

What are the exercise prices in OS Therapies’ warrant inducement deal?

Investors may exercise existing warrants for cash at $1.40 per share, or pre-fund at $1.399 per share. In return, OS Therapies will issue new common stock purchase warrants with an exercise price of $1.40 per share, subject to adjustment under the warrant terms.

Until when has OS Therapies extended the warrant inducement offering period?

OS Therapies extended the warrant inducement offering period to 11:59 p.m. Eastern time on March 2, 2026. The original expiration time on February 10, 2026 was pushed back, giving participating accredited investors additional time to decide whether to exercise or pre-fund their warrants.

Who can participate in OS Therapies’ warrant inducement agreements?

Fewer than 10 accredited investors holding certain existing OS Therapies warrants are party to the inducement agreements. These holders may exercise or pre-fund their warrants for cash at reduced prices, and in exchange receive new common stock purchase warrants issued by the company at $1.40 per share.

What does OS Therapies provide to investors who exercise under the inducement offer?

Investors who exercise or pre-fund their existing warrants for cash under the inducement offer receive new common stock purchase warrants. These new warrants allow them to purchase up to an aggregate of 5,382,148 shares of OS Therapies common stock at an exercise price of $1.40 per share, subject to adjustment provisions.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB