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OS Therapies (NYSE American: OSTX) ends Leonite deal, issues $2.2M bridge note

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

OS Therapies Incorporated entered into a Leonite Settlement Agreement under which it agreed to pay Leonite Fund I, LP $1,900,000 in cash and issue 500,000 common shares by August 7, 2026 in full satisfaction of all obligations under a senior secured convertible note with up to $10,000,000 in principal. Upon closing, the Leonite Note and conversion rights will be cancelled, a warrant for 1,750,000 shares at $2.85 per share will terminate unexercised, 275,000 previously issued commitment shares will be surrendered for cancellation, and all related security interests and liens on the company’s and subsidiaries’ assets will be released.

To fund the settlement, OS Therapies issued a bridge convertible promissory note with $2,200,000 principal for a purchase price of $2,190,000 to an accredited investor; the note bears no interest, matures on September 1, 2026, and will automatically convert into securities of a future private offering of original issue discount promissory notes, if completed. The company used proceeds on August 3, 2026 to make the settlement cash payment and plans to apply remaining funds to working capital, while the settlement shares will be issued under an effective Form S-3 shelf registration and related prospectus supplement.

Positive

  • Leonite Settlement removes obligations under a senior secured note of up to $10,000,000 and releases first-priority liens in exchange for $1,900,000 cash and 500,000 shares, while cancelling a 1,750,000-share warrant and 275,000 commitment shares.

Negative

  • OS Therapies incurs a new $2,200,000 Bridge Note maturing on September 1, 2026, adding short-term debt until it is converted into future offering securities or otherwise resolved.

Filing Explained

The settlement’s release of Leonite’s note and liens is conditional; failure to close after the cure period could revive the financing and its security rights.

The company reports a settlement that is not yet closed: Leonite must receive both the $1,900,000 cash payment and 500,000 common shares, with closing expected by August 7, 2026. The immediate structural consequence is therefore conditional release of the existing financing and its liens, rather than a completed release.

Although the agreement describes those deliverables as full satisfaction, that result takes effect only at Settlement Closing. If closing does not occur by the outside date or five-business-day cure period, Leonite may terminate the settlement, leaving the note, warrant, transaction rights and first-priority security interest in force, with obligations including up to $10,000,000 of principal and 9% annual interest.

The original financing provided for up to $10,000,000, but the filing identifies only a $1,600,000 initial tranche, less $35,000 retained for legal fees and expenses. If issued, the 500,000 settlement shares would increase the share count and reduce existing holders' percentage ownership absent offsetting changes.

The key resolution point is receipt of both settlement deliverables: the filing says the shares were expected on or about August 6, 2026, while the contractual outside date is August 7, 2026, followed by the stated cure period if needed.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Leonite Note principal $10,000,000 Aggregate principal amount of senior secured convertible promissory note
Initial Leonite tranche $1,600,000 Principal amount of initial tranche funded on July 2, 2026
Original issue discount 7.5% Discount rate applied to each funded Leonite Note tranche
Leonite Settlement Payment $1,900,000 Cash payment due to Leonite under the Settlement Agreement
Leonite Settlement Shares 500,000 shares Common shares to be issued to Leonite as part of settlement
Leonite Warrant size 1,750,000 shares Shares underlying Leonite Warrant cancelled upon settlement closing
Warrant exercise price $2.85 per share Initial exercise price of Leonite Warrant, subject to adjustment
Bridge Note principal $2,200,000 Principal amount of bridge convertible promissory note issued
senior secured convertible promissory note financial
"issued and sold to Leonite, in a private placement, a senior secured convertible promissory note"
A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.
original issue discount financial
"Each funded tranche was subject to an original issue discount of 7.5%"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
shelf registration statement regulatory
"issued pursuant to the Company’s effective shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"a prospectus supplement filed pursuant to Rule 424(b) under the Securities Act"
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.
accredited investor regulatory
"The purchaser of the Bridge Note represented that it is an “accredited investor”"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
Regulation D regulatory
"offered and sold by the Company in reliance upon an exemption ... and/or Regulation D promulgated thereunder"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

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

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FAQ

What is the Leonite Settlement OS Therapies (OSTX) entered on July 31, 2026?
OS Therapies agreed to pay Leonite $1,900,000 in cash and issue 500,000 common shares by August 7, 2026 to fully settle a senior secured convertible note of up to $10,000,000, cancelling the note, related warrant, commitment shares and all associated liens.

How does the Leonite Settlement affect OS Therapies’ secured debt and liens (OSTX)?
Upon settlement closing, the Leonite Note and all amounts outstanding will be deemed fully paid and cancelled, the 1,750,000-share warrant terminates unexercised, and all first-priority security interests, liens and pledged assets, including certain UK tax claims, are released back to OS Therapies’ subsidiary.

What are the key terms of OS Therapies’ (OSTX) new Bridge Note?
OS Therapies issued a bridge convertible promissory note with $2,200,000 principal for a $2,190,000 purchase price. It bears no interest, matures on September 1, 2026, cannot be prepaid without holder consent, and will automatically convert into securities of a future private offering if that offering closes.

How will OS Therapies (OSTX) use the proceeds from the Bridge Note?
On August 3, 2026, OS Therapies used Bridge Note proceeds to fund the $1,900,000 Leonite Settlement cash payment. Any remaining funds are earmarked for general working capital and ordinary course operating expenses, providing short-term liquidity alongside the debt settlement.

How are the Leonite Settlement Shares of OS Therapies (OSTX) being registered?
The 500,000 Leonite Settlement Shares will be issued under OS Therapies’ effective shelf registration statement on Form S-3 (File No. 333-289443) and a prospectus supplement dated August 6, 2026, filed pursuant to Rule 424(b) under the Securities Act.

What happens if OS Therapies (OSTX) fails to close the Leonite Settlement by the Outside Date?
If closing does not occur by August 7, 2026 plus a five-business-day cure period, Leonite may terminate the settlement. The original Leonite Note, warrant and related agreements would remain in full force, with up to $10,000,000 principal at 9% interest and existing security interests preserved.
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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 31, 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 31, 2026

  

Item 1.01. Entry into a Material Definitive Agreement.

  

Leonite 2026 Secured Financing

 

As previously disclosed, on June 30, 2026, OS Therapies Incorporated (the “Company”), together with its wholly owned subsidiaries, entered into a securities purchase agreement (the “Leonite SPA”) with Leonite Fund I, LP (“Leonite”) and related transaction documents, pursuant to which the Company issued and sold to Leonite, in a private placement (the “Leonite Private Placement”), a senior secured convertible promissory note in an aggregate principal amount of up to $10,000,000 (the “Leonite Note”). As additional consideration for Leonite’s purchase of the Note, the Company issued to Leonite (i) 275,000 shares of the Company’s common stock (the “Leonite Commitment Shares”) and (ii) a five-year warrant (the “Leonite Warrant”) to purchase up to 1,750,000 shares of the Company’s common stock at an initial exercise price of $2.85 per share, subject to adjustment.

 

Pursuant to the Leonite SPA, Leonite agreed to purchase the Leonite Note in one or more tranches, in an aggregate principal amount of up to $10,000,000. Each funded tranche was subject to an original issue discount of 7.5%, which was included in the principal amount of the Leonite Note and was earned only upon the funding of such tranche. On July 2, 2026, Leonite funded the initial tranche in the principal amount of $1,600,000 (less $35,000 retained by Leonite for legal fees and expenses).

  

The Leonite Note was secured by a continuing first-priority security interest in substantially all of the Company’s and its subsidiaries’ existing and after-acquired assets, subject to certain exclusions, including intellectual property assets. Notwithstanding such exclusions, the collateral included accounts, payment intangibles and other rights to payment arising from the sale, license or other disposition of intellectual property.

 

Leonite Settlement

 

On July 31, 2026, the Company, together with its wholly owned subsidiaries, entered into a settlement agreement and mutual release with Leonite (the “Leonite Settlement Agreement”), pursuant to which the Company agreed to pay Leonite $1,900,000 in cash (the “Leonite Settlement Payment”) and issue to Leonite 500,000 shares of the Company’s common stock (the “Leonite Settlement Shares”) on or before August 7, 2026 (the “Outside Date”) in full and complete satisfaction of all amounts outstanding under the Leonite Note and the other transaction documents related to the Leonite Private Placement (the “Leonite Settlement”).

 

The Leonite Settlement Agreement requires that the Leonite Settlement Shares be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-289443) and a prospectus supplement filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), on or prior to the date of issuance of the Leonite Settlement Shares.

 

The closing of the Leonite Settlement will occur upon Leonite’s receipt of both the Leonite Settlement Payment and the Leonite Settlement Shares (the “Settlement Closing”), which the Company expects to occur on or before the Outside Date. Effective upon the Settlement Closing: (i) the Leonite Note and all amounts outstanding thereunder will be deemed fully paid, satisfied, discharged and cancelled, and all conversion rights thereunder will terminate; (ii) the Leonite Warrant will be terminated and cancelled in its entirety, unexercised; (iii) the Leonite Commitment Shares will be surrendered by Leonite to the Company for cancellation; (iv) the Leonite SPA, the related security agreement and all other transaction documents entered into in connection with the Leonite Private Placement will terminate and cease to be of any further force or effect, including all rights of Leonite under the participation rights, rights of first refusal, future financing rights, disclosure rights relating to future financings, rollover rights and registration rights provisions of the Leonite SPA; and (v) all security interests, liens, pledges and other collateral granted to or for the benefit of Leonite will be automatically, unconditionally and irrevocably released, terminated and discharged, and all assets assigned to Leonite by OS Therapies UK Ltd, our wholly owned subsidiary (“OSUK”), including value added tax repayments and research and development tax relief claims, will revert to OSUK free and clear of any claim or lien of Leonite.

 

1

 

 

Pursuant to the Leonite Settlement Agreement, effective upon the Settlement Closing, the parties agreed to exchange unconditional mutual releases of all claims, counterclaims, demands, actions and causes of action of every kind and nature, whether known or unknown, suspected or unsuspected, arising out of, relating to or in connection with any act, omission, event or occurrence existing at or prior to the Settlement Closing, including the transaction documents entered into in connection with the Leonite Private Placement, the transactions contemplated thereby and the disputes between the parties, subject to a customary carve-out preserving the parties’ respective rights and obligations under the Leonite Settlement Agreement. Each party also agreed to waive, to the fullest extent permitted by law, the provisions, rights and benefits of any statute, rule, doctrine or common law principle that would limit the scope or effectiveness of a general release with respect to unknown or unsuspected claims.

 

If the Settlement Closing has not occurred on or before the Outside Date (other than due to Leonite’s willful refusal to accept a proper tender), the Company has a five-business day cure period. If the Settlement Closing has not occurred by the end of the cure period, Leonite will have the right to terminate the Leonite Settlement Agreement, in which case the Leonite Note, the Leonite Warrant and all other transaction documents entered into in connection with the Leonite Private Placement would continue in full force and effect as if the Leonite Settlement Agreement had never been executed, and all rights, remedies, claims, defaults and events of default of Leonite thereunder would be expressly reserved and preserved. Any portion of the Leonite Settlement Payment received by Leonite prior to such termination would be retained by Leonite and applied against amounts outstanding under the Leonite Note. In such event, the Company would remain subject to all of its obligations under the Leonite Note, including payment of up to $10,000,000 in principal, interest at 9% per annum and other amounts, and the Company’s assets would remain subject to Leonite’s first-priority security interest.

 

On August 2, 2026, in connection with the Leonite Settlement, the Company issued to an accredited investor a bridge convertible promissory note in the principal amount of $2,200,000 (the “Bridge Note”) for a purchase price of $2,190,000. The Bridge Note does not bear interest and matures on September 1, 2026, unless earlier converted by the holder. The Company may not prepay the Bridge Note without the prior written consent of the holder. Upon the initial closing of a private offering by the Company of original issue discount promissory notes in an aggregate principal amount of up to $10,000,000, the outstanding principal amount of the Bridge Note will automatically convert into the securities issued in such offering on the same terms as the other purchasers in the offering. The Bridge Note also contains customary events of default, upon the occurrence of which the holder may declare the outstanding principal amount of the Bridge Note to be immediately due and payable.

 

On August 3, 2026, in accordance with the terms of the Bridge Note, the Company used the proceeds of the Bridge Note to fund the Leonite Settlement Payment. The remaining proceeds from the Bridge Note will be used for general working capital and ordinary course operating expenses of the Company.

 

The Leonite Settlement Shares are being offered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-289443) filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 8, 2025 and declared effective by the SEC on August 25, 2025, and the prospectus supplement dated August 6, 2026 filed by the Company with the SEC on August 6, 2026. The Company expects to issue to Leonite the Leonite Settlement Shares on or about August 6, 2026.

 

The foregoing descriptions of the Leonite Settlement Agreement and Bridge Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Leonite Settlement Agreement and the form of Bridge Note, copies of which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

   

The Leonite Settlement Agreement contains customary representations, warranties and covenants by the Company which were made only for the purposes of the Leonite Settlement Agreement and as of specific dates, were solely for the benefit of the parties to the Leonite Settlement Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Leonite Settlement Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Leonite Settlement 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.

 

2

 

 

The legal opinion, including the related consent, of Olshan Frome Wolosky LLP relating to the issuance and sale of the Settlement Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.

 

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

 

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 with respect to the Bridge Note 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 with respect to the Bridge Note is hereby incorporated by reference into this Item 3.02. The Bridge Note was 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 purchaser of the Bridge Note represented that it is an “accredited investor” 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 Bridge Convertible Promissory Note.
5.1   Opinion of Olshan Frome Wolosky LLP.
10.1*   Settlement Agreement and Mutual Release, dated as of July 31, 2026, among OS Therapies Incorporated, OS Animal Health Inc., OS Therapies UK LTD and Leonite Fund I, LP.
23.1   Consent of Olshan Frome Wolosky LLP (included in Exhibit 5.1).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have been omitted. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.

 

3

 

 

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: August 6, 2026 By: /s/ Paul A. Romness, MPH
    Name: Paul A. Romness, MPH
    Title: President and Chief Executive Officer

 

4

 

 

Source: View Original Filing on SEC EDGAR

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