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OS Therapies (OSTX) sets new stock sale plan—how much is on tap?

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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

OS Therapies Inc (OSTX) entered into an Open Market Sale Agreement with Jefferies LLC to establish an “at the market offering” program for its common stock. Under a related prospectus supplement to its existing Form S-3 shelf registration, the company may offer and sell shares with an aggregate offering price of up to $75 million through or to Jefferies.

Sales will be made from time to time as “at the market offerings” under Rule 415(a)(4), in block trades, on the Principal Market, or into other existing trading markets, with Jefferies earning a 3.0% commission on the company’s aggregate gross proceeds. OS Therapies will also reimburse Jefferies for certain legal fees up to $100,000. The agreement can be suspended or terminated by either party with notice, and it includes customary representations, covenants, and indemnification provisions.

OS Therapies states that any net proceeds from the ATM program, if raised, are intended to fund clinical development activities and trials, advance research and development programs, and potentially acquire or invest in complementary technologies, product candidates, or businesses, although it currently has no definitive commitments for such acquisitions or investments.

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Filing Explained

The program creates potential dilution rather than completed issuance, while June 30 cash equaled 3.3 days of the last quarter’s operating cash use.

On August 21, 2026, OS Therapies reported entering an Open Market Sale Agreement for an at-the-market program permitting up to $75 million of common-stock sales.

The disclosed state is financing capacity rather than a completed issuance; later sales would be needed for the program to produce shares or proceeds. If shares are issued, the total share count would rise and existing holders’ percentage ownership would fall, absent offsetting changes.

An at-the-market program allows the company to sell new shares gradually into the open market at prevailing prices rather than through one single priced deal.

As of June 30, 2026, the company reported $205,035 of cash and equivalents and a second-quarter operating cash outflow of $5,532,872. Using that quarter’s operating cash use as the basis, the cash balance equals 3.3 days of cash use.

Future filings or placement notices reporting actual sales, prices, proceeds, or shares issued would establish how much of the authorized capacity becomes completed financing and dilution.

Sources and calculations
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $205,035 / ($5,532,872 / 90) = [object Object]
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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
ATM capacity $75 million aggregate offering price Maximum common stock sales under the ATM program pursuant to the prospectus supplement
Sales Agent commission 3.0% of aggregate gross proceeds Commission payable to Jefferies LLC on each sale of shares
Counsel fee reimbursement cap $100,000 Maximum amount OS Therapies agreed to reimburse for Sales Agent’s counsel fees upon execution
Open Market Sale Agreement financial
"entered into an Open Market Sale Agreement℠ (the “Sales Agreement”)"
A contract that lets a shareholder or issuer authorize a broker to sell stock into the public market over time rather than to one specific buyer. Think of it like hiring a salesperson to quietly sell items from your garage in small batches so you don’t crash the price; for investors it matters because it increases supply and liquidity, can put downward pressure on the share price, and signals an upcoming flow of shares into the market.
at the market offering financial
"in connection with the Company’s “at the market offering” program"
An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.
shelf registration statement regulatory
"under the Company’s 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.
Rule 415(a)(4) regulatory
"deemed to be an “at the market offering” as defined in Rule 415(a)(4)"
Rule 415(a)(4) is a U.S. Securities and Exchange Commission rule that lets a company add more securities to an already effective shelf registration, so those additional shares or bonds can be sold later without filing a completely new registration. For investors it matters because it gives the issuer the flexibility to raise cash quickly—like having an open credit line—while creating the possibility of dilution or changes in supply that can affect share price.
Principal Market financial
"sales made directly on the Principal Market (as defined in the Sales Agreement)"
Offering Type ATM
Use of Proceeds Fund clinical development activities including ongoing and planned clinical trials, advance research and development programs, and acquire or invest in complementary technologies, product candidates or businesses aligned with the company’s strategic objectives.

FAQ

What did OS Therapies Inc (OSTX) announce in this Form 8-K?
OS Therapies Inc entered into an Open Market Sale Agreement with Jefferies LLC to establish an “at the market offering” program, allowing the company to sell shares of its common stock from time to time under its existing shelf registration statement on Form S-3.

What is the maximum amount OS Therapies (OSTX) can raise under the ATM program?
Under the prospectus supplement, OS Therapies may offer and sell shares of common stock with an aggregate offering price of up to $75 million pursuant to the Open Market Sale Agreement with Jefferies LLC.

How will Jefferies LLC be compensated in the OS Therapies (OSTX) ATM offering?
Jefferies LLC will receive a 3.0% commission on the aggregate gross proceeds OS Therapies receives from each sale of shares under the ATM program, and OS Therapies agreed to reimburse Jefferies’ counsel fees up to $100,000, plus certain ongoing legal disbursements.

How does OS Therapies (OSTX) plan to use net proceeds from the ATM offering?
OS Therapies intends to use any net proceeds from the ATM offering, if raised, to fund clinical development activities including ongoing and planned trials, advance its research and development programs, and potentially acquire or invest in complementary technologies, product candidates, or businesses.

Can OS Therapies (OSTX) or Jefferies terminate the ATM agreement?
Yes. The ATM offering will end when all registered shares are sold or when the Sales Agreement is terminated. Either OS Therapies or Jefferies may terminate the agreement at any time on 10 days’ prior notice, subject to the conditions in the agreement.

How will share sales be conducted under the OS Therapies (OSTX) ATM program?
Shares may be sold by Jefferies using commercially reasonable efforts in transactions deemed an “at the market offering” under Rule 415(a)(4), as block transactions, on the Principal Market, or into other existing trading markets, subject to price and volume parameters set by OS Therapies.

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Understanding 8-K Material Events →
false 0001795091 0001795091 2026-08-21 2026-08-21 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): August 21, 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

 

August 21, 2026

  

Item 1.01. Entry into a Material Definitive Agreement.

 

On August 21, 2026, OS Therapies Incorporated (the “Company”) entered into an Open Market Sale Agreement℠ (the “Sales Agreement”) with Jefferies LLC (the “Sales Agent”), pursuant to which the Company may offer and sell shares of its common stock from time to time through or to the Sales Agent in connection with the Company’s “at the market offering” program (the “ATM Offering”).

 

On August 21, 2026, the Company filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Prospectus Supplement”) relating to the ATM Offering under the Company’s shelf registration statement on Form S-3 (File No. 333-289443) filed by the Company with the SEC on August 8, 2025 and declared effective by the SEC on August 25, 2025 (the “Registration Statement”). Pursuant to the Prospectus Supplement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $75 million pursuant to the Sales Agreement (the “Shares”).

 

From time to time during the term of the Sales Agreement, the Company may deliver a placement notice to the Sales Agent specifying the length of the selling period, the amount of Shares to be sold, any limitation on the number of Shares that may be sold in any one trading day and the minimum price below which sales may not be made. Upon its acceptance of the placement notice from the Company, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to solicit offers to purchase Shares, under the terms and subject to the conditions set forth in the Sales Agreement, in transactions that are deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), in block transactions, sales made directly on the Principal Market (as defined in the Sales Agreement) or sales made into any other existing trading markets of the Shares. The Company may instruct the Sales Agent not to sell Shares if the sales cannot be effected at or above the price designated by the Company in any placement notice. The Company or the Sales Agent may suspend the offering of the Shares at any time upon proper notice and subject to other conditions.

 

The Company will pay the Sales Agent a commission equal to 3.0% of the aggregate gross proceeds the Company receives from each sale of Shares pursuant to the Sales Agreement. In addition, we have agreed to reimburse the Sales Agent for the fees and disbursements of its counsel, payable upon execution of the Sales Agreement, in an amount not to exceed $100,000, in addition to certain ongoing disbursements of its legal counsel.

 

Under the terms of the Sales Agreement, the Company also may sell Shares to the Sales Agent, as principal for its own account, at a price to be agreed upon at the time of sale.

 

The ATM Offering of the Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Shares subject to the Sales Agreement and (ii) the termination of the Sales Agreement as permitted therein. The Company and the Sales Agent may each terminate the Sales Agreement at any time upon 10 days’ prior notice.

 

The Company made certain customary representations, warranties and covenants concerning the Company and the Shares in the Sales Agreement and agreed to indemnify the Sales Agent against certain liabilities, including liabilities under the Securities Act.

 

A copy of the Sales Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

 

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Olshan Frome Wolosky LLP, counsel to the Company, has issued a legal opinion relating to the legality of the issuance and the sale of the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

 

The Company intends to use the net proceeds from the ATM Offering, if any, to fund clinical development activities, including ongoing and planned clinical trials, advance the Company’s research and development programs, and acquire or invest in technologies, product candidates or businesses that are complementary to the Company’s strategic objectives. The Company currently has no definitive commitments or agreements with respect to any such acquisitions or investments.

 

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

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number  		   Description  
1.1*   Open Market Sale AgreementSM, dated August 21, 2026, by and between OS Therapies Incorporated and Jefferies LLC.*
5.1   Opinion of Olshan Frome Wolosky LLP.
23.1   Consent of Olshan Frome Wolosky LLP (contained in Exhibit 5.1 above).
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.

 

2

 

 

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 21, 2026 By:  /s/ Paul A. Romness, MPH
    Name:  Paul A. Romness, MPH
    Title: President and Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR

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