[D] OS Therapies Incorporated SEC Filing

Rhea-AI Filing Summary

OS Therapies Inc filed a Form D reporting a Regulation D securities offering under Rule 506(b). The company offered equity and related options/warrants, and reported a total offering amount of $3,777,808, with the entire amount sold and $0 remaining. The offering lists 10 investors and indicates solicitation across All States. Sales commissions are reported at $56,667 and no finders' fees were paid. The issuer selected an over $100,000,000 size classification and stated the minimum outside investment accepted was $0. The offering is not tied to a business combination and the issuer relied on a private placement exemption rather than a public registration.

Positive

• Total offering sold equals the reported $3,777,808, indicating the placement was fully subscribed
• Clear disclosure of executive officers and directors with roles identified
• No proceeds paid to named officers, directors, or promoters as reported
• Solicitation across All States via an identified broker-dealer suggests broad distribution

Negative

• Limited operational or financial detail in the filing to assess business performance
• Sales commissions of $56,667 represent an explicit cost reducing net proceeds
• Minimum investment of $0 may indicate participation by investors of varying sophistication (disclosure only; no further detail provided)

Insights

Securities Analyst

TL;DR The Form D shows a completed private equity raise under Rule 506(b) with modest sales costs and ten investors; it's a routine private placement.

The filing documents a private placement relying on Rule 506(b), which permits unlimited accredited investors and certain limited non-accredited participation under specified conditions. The reported proceeds equal the offering amount, indicating the placement was fully subscribed. Sales commissions of $56,667 represent a measurable fee burden relative to the size of the raise but are within ordinary ranges for broker-assisted private placements. Disclosure of solicitation in all states suggests broad outreach via the engaged broker-dealer. No proceeds were allocated to named executives per the filing.

Corporate Governance Expert

TL;DR Governance disclosures list executive officers and directors clearly; the Form D contains standard reporting with no adverse governance flags.

The document names the issuer's executive team and multiple directors, clarifies roles (e.g., CEO, CMO, CFO), and affirms that proceeds were not paid to insiders. The filing does not indicate affiliated finders' fees or related-party payments. From a governance perspective, transparency on key personnel and a statement of $0 paid to listed officers for offering proceeds are positive for disclosure practices. The filing does not, however, provide operational or financial detail beyond offering metrics.

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
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
15825 SHADY GROVE ROAD		SUITE 135
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
ROCKVILLE	MARYLAND	20850	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
Galzahr	Karim
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	2025-09-02				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)

X	Equity		Pooled Investment Fund Interests
	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 None
Ceros Financial Services, Inc.	37869
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1445 Research Boulevard
City	State/Province/Country	ZIP/Postal Code
Rockville	MARYLAND	20850
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$3,777,808	USD	or Indefinite
Total Amount Sold	$3,777,808	USD
Total Remaining to be Sold	$0	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:

10

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	$56,667	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	2025-09-10

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.

FAQ

What was the total amount raised in OS Therapies Inc's (OSTX) Form D offering?

The filing reports a total offering amount of $3,777,808 and indicates the entire amount was sold.

Under which exemption did OSTX claim the Form D offering?

OS Therapies relied on Rule 506(b) of Regulation D as the claimed exemption.

How many investors participated in the OSTX offering?

The Form D lists a total of 10 investors who invested in the offering.

Were any sales commissions or finders' fees reported for OSTX's offering?

Yes; the filing reports $56,667 in sales commissions and $0 in finders' fees.

What types of securities were offered by OSTX in this Form D?

The offering included equity, options, warrants or other rights, and securities to be acquired upon exercise of those rights.

Was the OSTX offering connected to a business combination transaction?

No; the filer indicated the offering was not made in connection with a business combination.