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  4. [D] OS Therapies Inc SEC Filing

OS Therapies (NYSE American: OSTX) sells $1.6M in Rule 506(b) private securities deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

OS Therapies Inc, a Delaware biotechnology corporation based in Maryland, filed a Form D notice for a new exempt securities offering relying on Regulation D Rule 506(b).

The company is offering a mix of debt, warrants or other rights to acquire securities, and the securities issuable upon exercise of those rights. The date of first sale is June 30, 2026. As of this filing, the issuer reports that securities with an aggregate purchase amount of $1,600,000 USD have been sold, with a further $7,650,000 USD remaining available to be sold in the offering. Reported finders' fees are $0 USD.

Positive

  • None.

Negative

  • None.

Filing Explained

The financing is underway, but sold instruments, funding use, and common-holder effect remain unspecified; March 31 cash equaled 18.1 days of last-quarter operating cash use.

The July 15 notice places the offering in an underway state without reporting a common-stock issuance; it lists debt, rights to acquire another security, and securities acquired on exercise.

The reported amounts are aggregate figures rather than a category-by-category breakdown, so this filing does not establish whether the sold securities include debt or exercise-linked instruments.

At 2026-03-31, $917,552 of cash and equivalents equaled 18.1 days of the last reported quarterly operating cash use.

The complete notice provides no use-of-proceeds amount or conversion mechanics, so the funding destination and ownership economics cannot be assessed from this filing.

Sources and calculations
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $917,552 / ($4,563,538 / 90) = [object Object]
Exemption Claimed Rule 506(b) Federal exemption for this private offering under Regulation D
Total Amount Sold $1,600,000 USD Aggregate purchase amount of securities sold in the offering
Total Remaining to be Sold $7,650,000 USD Aggregate amount of securities still available to be sold
Finders' Fees $0 USD Reported finders' fees associated with the offering
Date of First Sale 2026-06-30 Initial sale date for securities in this exempt offering
Regulation D regulatory
"if the issuer is claiming a Regulation D exemption for the offering"
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.
Rule 506(b) regulatory
"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
covered securities regulatory
"If the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA"
Investment Company Act of 1940 regulatory
"the Investment Company Act of 1940, or the Investment Advisers Act of 1940"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
National Securities Markets Improvement Act of 1996 regulatory
"Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA")"
A federal law that harmonizes and simplifies securities regulation by reducing conflicting state rules and giving the U.S. Securities and Exchange Commission primary authority over many aspects of securities offerings and investment adviser registration. Think of it as replacing a patchwork of local traffic laws with one consistent highway code — it lowers compliance costs and makes transactions more predictable, while investors should watch how it balances streamlined markets against the level of state-level protections.

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

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FAQ

What type of securities offering is OS Therapies Inc (OSTX) conducting?
OS Therapies Inc is conducting an exempt private offering under Regulation D Rule 506(b). This allows the company to sell securities without full SEC registration, typically to accredited investors, while complying with federal private offering rules.

How much has OS Therapies Inc (OSTX) sold in its exempt offering so far?
OS Therapies Inc reports that investors have purchased securities totaling $1,600,000 USD in the offering. The company also reports $7,650,000 USD in additional securities remain available to be sold under this Form D notice.

When did OS Therapies Inc (OSTX) first sell securities in this offering?
The date of first sale in this exempt offering is June 30, 2026. This marks when investors first purchased securities under the Rule 506(b) private placement disclosed by OS Therapies Inc.

What kinds of securities is OS Therapies Inc (OSTX) offering in this Form D?
OS Therapies Inc is offering debt securities, warrants or other rights to acquire another security, and the securities issuable upon exercise of those rights. No equity-only security type is indicated as selected in the filing.

What sales compensation or finders’ fees are disclosed for the OS Therapies Inc (OSTX) offering?
The Form D reports finders' fees of $0 USD for this offering. The filing does not list any separate amount for sales commissions, focusing instead on the disclosed finder compensation field.

In which industry and state does OS Therapies Inc (OSTX) operate for this offering?
OS Therapies Inc identifies its industry as Health Care – Biotechnology, with its principal place of business in Grasonville, Maryland. The issuer is incorporated in Delaware and has operated for more than five years.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
None
Entity Type
0001795091
OS THERAPIES Inc
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
OS Therapies Inc
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
OS Therapies Inc
Street Address 1 Street Address 2
115 Pullman Crossing Road Suite 103
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
Grasonville MARYLAND 21638 410-297-7793

3. Related Persons

Last Name First Name Middle Name
Romness Paul A.
Street Address 1 Street Address 2
115 Pullman Crossing Road Suite 103
City State/Province/Country ZIP/PostalCode
Grasonville MARYLAND 21638
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman, President and Chief Executive Officer
Last Name First Name Middle Name
Petit Robert G.
Street Address 1 Street Address 2
115 Pullman Crossing Road Suite 103
City State/Province/Country ZIP/PostalCode
Grasonville MARYLAND 21638
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Medical Officer and Chief Scientific Officer
Last Name First Name Middle Name
Acevedo Christopher P.
Street Address 1 Street Address 2
115 Pullman Crossing Road Suite 103
City State/Province/Country ZIP/PostalCode
Grasonville MARYLAND 21638
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer
Last Name First Name Middle Name
Ciccio John
Street Address 1 Street Address 2
115 Pullman Crossing Road Suite 103
City State/Province/Country ZIP/PostalCode
Grasonville MARYLAND 21638
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
McKean Dieser Avril
Street Address 1 Street Address 2
115 Pullman Crossing Road Suite 103
City State/Province/Country ZIP/PostalCode
Grasonville MARYLAND 21638
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Eagle Craig
Street Address 1 Street Address 2
115 Pullman Crossing Road Suite 103
City State/Province/Country ZIP/PostalCode
Grasonville MARYLAND 21638
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Jarry Olivier
Street Address 1 Street Address 2
115 Pullman Crossing Road Suite 103
City State/Province/Country ZIP/PostalCode
Grasonville MARYLAND 21638
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Search Theodore F.
Street Address 1 Street Address 2
115 Pullman Crossing Road Suite 103
City State/Province/Country ZIP/PostalCode
Grasonville MARYLAND 21638
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
X Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2026-06-30 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

Equity Pooled Investment Fund Interests
X Debt Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
X Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $9,250,000 USD
or Indefinite
Total Amount Sold $1,600,000 USD
Total Remaining to be Sold $7,650,000 USD
or Indefinite

Clarification of Response (if Necessary):

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
OS Therapies Inc /s/ Christopher P. Acevedo Christopher P. Acevedo Chief Financial Officer 2026-07-15

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR