OS Therapies (NYSE: OSTX) terminates $15.0M Square Gate equity line

Rhea-AI Filing Summary

OS Therapies Incorporated reported that it has terminated its Equity Purchase Agreement with Square Gate Capital Master Fund, LLC — Series 3. This agreement had allowed the company, subject to conditions, to sell up to $15.0 million of its common stock to Square Gate as a potential source of equity capital.

The company’s notice to terminate was delivered on August 25, 2025, and the termination became effective on August 26, 2025. At the time of termination, there were no outstanding borrowings, no pending advance notices, and no shares of common stock remaining to be issued under the agreement. Neither party owed termination fees or other payments in connection with ending the arrangement.

The company also issued a press release on August 25, 2025, to publicly announce the termination of the Equity Purchase Agreement.

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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): August 25, 2025

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 25, 2025

Item 1.02. Termination of a Material Definitive Agreement.

On August 25, 2025, OS Therapies Incorporated (the “Company”) delivered to Square Gate Capital Master Fund, LLC — Series 3 (“Square Gate”) a notice to terminate the Equity Purchase Agreement, dated as of October 31, 2024 (the “ELOC Purchase Agreement”), pursuant to Section 10.6 thereof. The termination became effective on August 26, 2025.

As previously disclosed, the ELOC Purchase Agreement provided the Company with the right to sell to Square Gate up to $15.0 million of its shares of common stock, subject to certain limitations and conditions set forth in the ELOC Purchase Agreement. At the time the Company delivered the notice to terminate, and at the time of termination, there were no outstanding borrowings, advance notices or shares of common stock to be issued under the ELOC Purchase Agreement. In addition, no termination fees or other payments were due by either party in connection with the termination of the ELOC Purchase Agreement.

Item 8.01. Other Events.

On August 25, 2025, the Company issued a press release announcing the termination of the ELOC Purchase Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release issued by OS Therapies Incorporated on August 25, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: August 26, 2025	By:	/s/ Paul A. Romness, MPH
		Name:	Paul A. Romness, MPH
		Title:	President and Chief Executive Officer

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FAQ

What agreement did OS Therapies (OSTX) terminate in August 2025?

OS Therapies terminated its Equity Purchase Agreement with Square Gate Capital Master Fund, LLC — Series 3, which had allowed potential sales of common stock.

How much equity capacity did the OS Therapies (OSTX) ELOC Purchase Agreement provide?

The ELOC Purchase Agreement provided OS Therapies with the right to sell up to $15.0 million of its common stock to Square Gate, subject to conditions.

When did the termination of OS Therapies’ ELOC Purchase Agreement become effective?

The termination of the ELOC Purchase Agreement became effective on August 26, 2025, following delivery of notice on August 25, 2025.

Were there any borrowings or shares outstanding under OS Therapies’ ELOC at termination?

At the time of termination, OS Therapies had no outstanding borrowings, advance notices, or shares of common stock to be issued under the ELOC Purchase Agreement.

Did OS Therapies (OSTX) or Square Gate pay any termination fees for ending the ELOC?

No, no termination fees or other payments were due by either OS Therapies or Square Gate in connection with terminating the ELOC Purchase Agreement.

How did OS Therapies (OSTX) communicate the ELOC termination to the public?

OS Therapies issued a press release on August 25, 2025, announcing the termination of the ELOC Purchase Agreement.