OS THERAPIES INCORPORATED SEC Filings

OS Therapies ownership update: This Amendment No. 4 to a Schedule 13D discloses that Shalom Auerbach and Einodmil LLC each hold material minority stakes in OS Therapies Inc. Mr. Auerbach beneficially owns 2,677,570 shares (approximately 8.5% of outstanding common stock) and Einodmil LLC beneficially owns 2,654,199 shares (approximately 8.4%), based on 31,624,076 shares outstanding as reported by the issuer. The filing also reports that Einodmil sold 10,000 shares on July 3, 2025 at about $2.10 per share for proceeds of roughly $20,695. Other than that sale, no transactions in the prior 60 days were reported. The amendment incorporates prior Schedule 13D/A disclosures and references a joint filing agreement as an exhibit.

OS Therapies Incorporated (OSTX) reported interim financials showing material financing activity and a continued need for capital. The company completed Unit financings that generated $6,050,000 and $1,053,000 in gross proceeds allocated between Series A Preferred Stock and attached warrants. Convertible notes converted at the company IPO on August 2, 2024, eliminating related redemption liabilities. Warrant liability of $1,971,975 at December 31, 2024 was reclassified to equity by April 9, 2025, leaving $0 warrant liability at June 30, 2025. Common shares outstanding increased to 29,918,194 at June 30, 2025 from 20,869,908 at December 31, 2024. Cash balances included $2,056,885 at Chase and $728,988 at SVB as of June 30, 2025. The company states its ability to continue operations is dependent on obtaining additional capital. Research and development expense recorded was $0 for the six months ended June 30, 2025 versus $86,687 in the prior-year period. The company acquired HER2-related assets with cash and stock consideration and modified license and royalty arrangements, including license commencement payments and milestone schedules.

OS Therapies Incorporated (OSTX) preliminary proxy statement discloses proposals for the 2025 annual meeting, including election of directors, an issuance proposal, a charter amendment, an equity plan amendment, a rights agreement resolution and auditor ratification. The company completed a HER2 asset purchase for $8,000,000, assuming specified liabilities and modifying milestone and royalty terms, and references issuance of 155,000,000 shares (noted as 150,000,000 common and 5,000,000 preferred). The proxy describes a reserved share increase under the equity plan from 2,000,000 to 4,000,000, stock option features and caps on performance-unit payouts. Key executives listed include Paul A. Romness (Founder, Chairman, President & CEO), Robert G. Petit, Ph.D. (CMO/CSO), and Christopher P. Acevedo (CFO). The Rights Agreement provisions could dilute an acquirer with 15%+ ownership and include flip-in/flip-over mechanics, redemption at $0.001 per right and conversion mechanics tied to market price.

OS Therapies Incorporated submitted a Form 8-K reporting an amendment to its amended and restated bylaws titled "Amendment No. 1 to the Amended and Restated Bylaws of OS Therapies Incorporated". The filing is dated August 15, 2025 and is signed by Paul A. Romness, MPH, President and Chief Executive Officer. The company’s common stock trades under the ticker OSTX on NYSE American.

The 8-K provides the title of the bylaw amendment but does not include the text or a summary of the changes in the excerpt provided, so no specific governance changes, clauses, or operational effects can be described from the available content.

Thomas A. Satterfield Jr. reports beneficial ownership of 3,115,681 shares of OS Therapies common stock, representing 9.4% of the outstanding shares. The filing aggregates shares held directly and indirectly and assumes conversion of Series A convertible preferred and exercise of warrants when reporting the total stake.

The disclosed holdings are distributed across entities controlled by Mr. Satterfield, including Tomsat Investment & Trading Co., A.G. Family L.P., Caldwell Mill Opportunity Fund, LLC and Satterfield Vintage Investments, L.P. The filing also states the securities were not acquired to change or influence control of the issuer.

OS Therapies Incorporated is a clinical-stage biopharmaceutical company developing OST-HER2 for osteosarcoma and other solid tumors. The company reports that its Phase IIb trial achieved its primary endpoint with statistical significance in the first quarter of 2025 after full enrollment of 41 patients in October 2023. In June 2025 OS Therapies received positive written feedback from the FDA following a Type D meeting, has submitted a Breakthrough Therapy Designation request, and plans to submit a Biologics License Application following an End of Phase 2 meeting anticipated in the third quarter of 2025.

The company filed a shelf registration to offer up to $100,000,000 of securities and an at-the-market prospectus supplement for up to $18,000,000 of common stock under a Sales Agreement with B. Riley Securities and JonesTrading; no sales under the Sales Agreement had occurred as of the filing. The prospectus discloses the OST-tADC platform, Series A preferred terms (conversion reset to $1.12 and a 150% liquidation preference), multiple warrant issuances, and that common stock closed at $1.75 on August 7, 2025.

OS Therapies (NYSE American: OSTX) filed a Form S-1 to register up to 3,764,995 common shares for resale by warrant holders. The shares correspond to new five-year warrants issued in July 2025 with a $3.00 exercise price that were granted as inducement for the cash exercise of identical-amount legacy warrants priced at $1.12. The cash exercise generated $4.2 million gross; a full cash exercise of the new warrants could add another $11.3 million. OS Therapies will receive no proceeds from stockholder sales and will bear registration costs.

The clinical-stage biotech’s lead asset OST-HER2 (OST31-164) targets HER2-expressing osteosarcoma. A Phase IIb trial (41 pts) met its primary endpoint: 12-month event-free survival of 33% vs. 20% historical control; overall survival was 91% at 12 months. Management intends to seek an FDA Type B/C meeting in Q2-25 and may file a BLA thereafter; orphan, rare-pediatric-disease and fast-track designations are in place. The company is also advancing a pre-clinical tunable drug-conjugate (tADC) platform.

Following an $6.4 million IPO (Aug 2024), OS Therapies remains an emerging growth & smaller reporting company. The filing warns that large resale volumes or perception thereof could pressure the share price. Proceeds already raised are earmarked for regulatory submissions, animal-health spin-out options, closing a prostate cancer study, AI-driven tADC modeling and general corporate purposes. No Phase III trial is yet planned, and FDA could still require additional data.

OS Therapies (NYSE:OSTX) filed an 8-K reporting the second closing of its June 2025 warrant-exercise inducement.

Holders exercised 550,004 existing $1.12 warrants for cash, delivering $616,000 gross proceeds. In exchange, the company issued 550,004 new five-year warrants exercisable immediately at $3.00 per share.

Main terms:

• Anti-dilution repricing to future issuance level, but not below $1.00
• 4.99% (optionally 9.99%) ownership cap
• Forced exercise if price ≥300% of strike for 20 days
• Cashless exercise when resale registration is unavailable

OSTX must file a resale Form S-3 within 30 days and obtain SEC effectiveness within 60–90 days. Including the first closing announced 24 June (1.57 M shares), the inducement has raised roughly $2.4 million and created 2.12 million new warrants.