OS Therapies Incorporated entered into a private financing with institutional investors for senior secured convertible promissory notes of up to $10,000,000, split into a $5,000,000 first tranche funded on August 10, 2026 and an optional second tranche of up to $5,000,000 at each purchaser’s discretion.
For the initial $5,000,000 tranche, investors received notes with aggregate principal of $5,405,405.42, 600,000 common shares, pre-funded warrants for up to 900,000 shares, and five-year warrants for up to 1,500,000 shares. A prior $2,200,000 bridge note converted into an additional note, pre-funded warrant and warrant. The notes bear 9.0% annual interest with a one-year minimum, mature nine months after funding, and are convertible at $2.05 per share, subject to a 4.99%–9.99% beneficial ownership cap.
The notes are secured by a first-priority lien on substantially all assets (excluding intellectual property itself but including related payment rights) and include strict negative covenants, default remedies up to 125% of outstanding obligations plus higher default interest and a $10,000 monthly monitoring fee. Warrants from the first tranche are exercisable at $2.85 per share through August 10, 2031, and the company agreed to file a resale registration statement within 30 days of August 10, 2026.
OS Therapies Incorporated entered into a Leonite Settlement Agreement under which it agreed to pay Leonite Fund I, LP $1,900,000 in cash and issue 500,000 common shares by August 7, 2026 in full satisfaction of all obligations under a senior secured convertible note with up to $10,000,000 in principal. Upon closing, the Leonite Note and conversion rights will be cancelled, a warrant for 1,750,000 shares at $2.85 per share will terminate unexercised, 275,000 previously issued commitment shares will be surrendered for cancellation, and all related security interests and liens on the company’s and subsidiaries’ assets will be released.
To fund the settlement, OS Therapies issued a bridge convertible promissory note with $2,200,000 principal for a purchase price of $2,190,000 to an accredited investor; the note bears no interest, matures on September 1, 2026, and will automatically convert into securities of a future private offering of original issue discount promissory notes, if completed. The company used proceeds on August 3, 2026 to make the settlement cash payment and plans to apply remaining funds to working capital, while the settlement shares will be issued under an effective Form S-3 shelf registration and related prospectus supplement.
OS Therapies Incorporated is registering and issuing 500,000 shares of common stock to Leonite Fund I, LP as part of the consideration under a July 31, 2026 settlement agreement resolving obligations related to a prior secured financing. The company will receive no cash proceeds; the shares are non‑cash consideration alongside a $1,900,000 cash payment funded via an August 2026 bridge note. Upon Leonite’s receipt of both the cash payment and these shares, a senior secured convertible note with up to $10,000,000 in principal, the related Leonite warrant and security interests will be extinguished, and previously assigned assets will revert to OS Therapies’ subsidiary free of Leonite’s lien. Shares outstanding are expected to be 46,125,825 after issuance, and the company estimates dilution to Leonite of $1.85 per share based on an assumed offering price of $1.60 and pro forma net tangible book deficit as of March 31, 2026.
OS Therapies Incorporated terminated its At Market Issuance Sales Agreement with B. Riley Securities, Inc. and JonesTrading Institutional Services LLC. The agreement, dated August 8, 2025, allowed the company to offer and sell common stock from time to time with an aggregate offering price of up to $18,000,000.
The company had sold an aggregate of 282,679 shares of common stock for aggregate gross proceeds of approximately $530,162 under the agreement and related prospectus supplement, leaving approximately $17,469,838 unsold. The termination notice was delivered on July 23, 2026 and became effective on July 28, 2026. No termination fees or other payments were due by either party, and no further shares may be offered or sold under this program.
OS Therapies Incorporated is calling a virtual 2026 annual meeting on September 9, 2026 to elect six directors, amend and restate its 2023 Incentive Compensation Plan, and ratify MaloneBailey, LLP as independent auditor for the year ending December 31, 2026.
The amended plan would increase shares available for equity awards by 5,000,000, bringing the total plan pool to 15,000,000 shares, remove per-person award limits, and update tax provisions, while 1,575,463 shares remained available for new grants under the existing plan as of July 21, 2026. As of that date, there were 45,538,101 common shares and 392,500 Series A preferred shares outstanding, with holders voting together as a single class. The proxy also outlines board and committee structure, director independence, executive roles, 2025 executive pay led by CEO Paul A. Romness at $1,942,168, and 2025 audit fees to MaloneBailey totaling $309,633.
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.