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OS Therapies Inc submitted a Form 3 initial insider report for director Eagle Craig. The Form 3 identifies Craig as a director and not an officer or ten percent owner. It does not report any buy or sell transactions or any derivative security transactions for this insider.
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.
OS Therapies Incorporated filed an amendment to a prior current report to add a missing exhibit related to a previously disclosed private placement. The amendment, dated June 30, 2026, attaches a side letter between OS Therapies and Leonite Fund I, LP as Exhibit 10.3.
The original report, filed on July 2, 2026, had already described the private placement and included the main agreements such as the senior secured convertible promissory note, securities purchase agreement, and pledge and security agreement by reference. This amendment does not change any of those disclosures and should be read together with the original filing.
OS Therapies entered a financing deal for a senior secured convertible note of up to $10,000,000, plus a warrant to buy 1,750,000 shares and 275,000 commitment shares, to support clinical development, regulatory work and general corporate needs. The first $1,600,000 tranche, with a 7.5% original issue discount and 9% annual interest, is expected to fund in early July, with additional tranches at the investor’s discretion. The note converts at $2.05 per share and is subject to a 19.99% exchange cap and 4.99%–9.99% ownership limits, alongside broad anti‑dilution protections and restrictive covenants. OS Therapies also granted a five‑year warrant at a $2.85 exercise price and pledged a first‑priority security interest in most assets, excluding intellectual property itself but including related payment rights. Separately, the company added experienced oncology leader Dr. Craig Eagle to its board and highlighted an additional $10 million line of credit backed by U.K. tax credits, supporting its plan to fund OST‑HER2 programs and maintain cash runway into 2027.
OS Therapies Incorporated reported a Q1 2026 net loss of $10.4 million, significantly higher than the $3.9 million loss a year earlier, driven mainly by a sharp increase in research and development spending to $7.4 million.
Cash was $0.9 million at March 31, 2026, against current liabilities of $17.0 million and total stockholders’ deficit of $10.8 million. Management concluded these conditions raise substantial doubt about the company’s ability to continue as a going concern, despite raising new capital through warrant exercises, convertible notes and an April 2026 registered direct offering.
OS Therapies Incorporated notified the SEC that it cannot file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 by the original due date of May 15, 2026 due to additional time needed to complete the financial statement close process. The company states it expects to file the Form 10-Q within the five-calendar-day extension provided by Rule 12b-25.
OS Therapies filed an 8-K describing major regulatory progress for its lead immunotherapy OST-HER2 in recurrent, fully resected pulmonary metastatic osteosarcoma. The European Medicines Agency has begun a rolling review of a Conditional Marketing Authorisation application, using 3-year overall survival as the key endpoint.
The company expects updated 2.5-year overall survival data by mid–second quarter 2026 and 3-year data early in the fourth quarter of 2026, with a potential EMA decision in the fourth quarter of 2026. OS Therapies is also engaging regulators in the U.K., Australia and the U.S. and plans a global confirmatory Phase 3 trial to start in the third quarter of 2026.
Management highlights that peak European sales for OST-HER2 could exceed $300 million annually, with more than $50 million in sales beginning in 2027 if approvals are obtained. OST-HER2 holds multiple special designations, and a future U.S. Biologics License Application could make the company eligible for a Priority Review Voucher that it intends to sell.
OS Therapies Incorporated completed a registered direct offering of 2,505,073 shares of common stock, 1,250,893 pre-funded warrants and 3,755,966 common warrants. Investors paid $1.40 per share and common warrant, or $1.399 per pre-funded warrant and common warrant, generating gross proceeds of $5.25 million and net proceeds of approximately $4.7 million.
The company also issued 187,798 placement agent warrants with a $1.54 exercise price. OS Therapies plans to use the cash to fund clinical development, research programs, potential acquisitions, and general corporate purposes, and expects an additional $4 million in non-dilutive VAT and R&D refunds via its U.K. subsidiary.
OS Therapies Incorporated is offering 2,505,073 shares of common stock together with common warrants and, in lieu of some shares, pre-funded warrants to purchase up to 1,250,893 shares, plus common warrants to purchase up to 3,755,966 shares; placement agent warrants to purchase up to 187,798 shares are also included. The combined public offering price for each share and accompanying common warrant is $1.40; pre-funded warrants plus common warrant are priced at $1.399. The offering contemplates up to 5,006,859 shares of common stock underlying pre-funded warrants and common warrants in the aggregate. Net proceeds are estimated at approximately $4.7 million after fees and expenses, and delivery is expected on or about April 2, 2026. The securities are being placed on a best efforts basis by Ceros Financial Services, Inc., and the pre-funded warrants and common warrants will not be listed for trading.
OS Therapies Incorporated filed a prospectus supplement covering the resale of up to 10,529,417 shares of its common stock by certain selling stockholders. The supplement forms part of the company’s previously effective Form S-3 shelf registration statement. An accompanying Form 8-K provides counsel Olshan Frome Wolosky LLP’s legal opinion on the validity of these shares, filed as Exhibit 5.1, along with the related consent.