OS Therapies Inc SEC Filings

OS Therapies Inc director Avril McKean-Dieser reported new equity awards and current holdings. As of the reported transactions, the director beneficially owns 5,000 shares of OS Therapies common stock in direct ownership. On October 21, 2025, the director was granted stock options to purchase 140,000 shares of common stock at an exercise price of $1.8 per share. These options vest in full on the one-year anniversary of the grant date, provided the director is still serving on the board at that time, and expire on October 21, 2035. The grant reflects part of the director’s equity-based compensation.

OS Therapies (OSTX) filed its quarterly report for the period ended September 30, 2025. The company reported a net loss of $6.9 million for the quarter and $15.3 million year‑to‑date, driven by higher research and development ($7.6 million YTD) and general and administrative expenses ($9.2 million YTD). Cash was $1.88 million, and management stated these conditions raise “substantial doubt” about the company’s ability to continue as a going concern.

Total assets rose to $9.0 million, reflecting the April acquisition of HER2 immuno‑oncology assets from Ayala, recorded at a fair value of $6.86 million, largely paid in common stock. The company recognized $236 thousand of amortization on these intangibles year‑to‑date. Stockholders’ equity improved to $3.64 million from a deficit at year‑end 2024, aided by conversions of preferred stock and warrant activity.

Operating cash burn was $10.5 million YTD, partly offset by $7.3 million in financing cash inflows, including warrant exercises and a preferred stock raise. The warrant liability declined to $0 with a $1.42 million favorable fair value change. Shares outstanding were 35,214,352 as of November 14, 2025.

OS Therapies (OSTX) reported results of its 2025 annual meeting and stockholders approved an amendment to the company’s 2023 Incentive Compensation Plan. The meeting was held on October 21, 2025, with 20,516,482 shares present in person or by proxy out of 31,998,288 shares entitled to vote, establishing a quorum.

Votes were recorded on director nominees and other proposals as detailed, and the amended plan text was filed as Exhibit 10.1. Routine meeting items, including proposals receiving broker non-votes, were also tallied.

OS Therapies (OSTX) filed an 8-K announcing two items. First, the company furnished an investor presentation, available on its website and attached as Exhibit 99.1.

Second, the company adjourned its 2025 annual meeting held on October 14, 2025, to allow additional time to solicit proxies. The meeting will reconvene at 10:00 a.m. Eastern time on October 21, 2025, in a virtual format at https://meeting.vstocktransfer.com/OSTHERAPIESOCT25. Based on the preliminary tabulation of votes received, the Issuance Proposal, the Charter Amendment Proposal and the Auditor Ratification Proposal received the requisite votes for approval. The record date remains August 20, 2025. Stockholders of record who have not voted are encouraged to do so by October 20, 2025 at 11:59 p.m. Eastern time. Proxies previously submitted will be voted at the reconvened meeting unless properly revoked.

OS Therapies Incorporated filed a Form 8-K describing a new prospectus supplement that is part of its effective Form S-3 shelf registration. The prospectus supplement covers the resale from time to time of up to 4,373,043 shares of OS Therapies common stock by selling stockholders named in the supplement.

The company used this report to provide investors with the legal opinion from its counsel, Olshan Frome Wolosky LLP, on the validity of these shares, which is filed as Exhibit 5.1, along with the related consent and the cover page interactive data file.

OS Therapies, Inc. (OSTX) prospectus supplement and base prospectus materials include disclosures about securities that may be offered, methods of distribution, and governance and capital-structure terms. The filing references the company’s Annual Report for year ended December 31, 2024 (filed March 31, 2025) and Quarterly Reports for periods ended March 31, 2025 and June 30, 2025 (filed May 15, 2025 and August 18, 2025), together with a series of Current Reports filed on specified 2025 dates. The prospectus outlines features of potential offerings of common stock, debt securities, warrants, rights, units and Series A senior convertible preferred stock, including conversion triggers (qualified public offering >$10.0 million at ≥$12.00/share; qualified PIPE >$20.0 million at ≥$12.00/share; third‑party cash acquisition at ≥$12.00/share; or sustained VWAP test), a 150% liquidation preference on Series A senior convertible preferred, and voting and conversion mechanics (one vote per share, as-converted voting subject to a $3.78 voting price floor). The document also lists permitted distribution methods, investor protections and typical indenture events of default and trustee procedures. It discloses certain scaled reporting exemptions available to smaller reporting companies.

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.

OS Therapies Incorporated closed a second warrant exercise inducement and exchange offer, raising gross proceeds of approximately $3,777,808. Remaining holders of existing warrants exercised for cash warrants to purchase an aggregate of 3,373,043 shares of common stock. In return, the company issued new common stock purchase warrants for up to 3,373,043 additional shares at an exercise price of $3.00 per share, exercisable immediately for five years.

The company will pay a 1.5% cash fee on gross proceeds to its warrant solicitation agent. It plans to use net proceeds primarily to accelerate commercial preparations following OST-HER2 in preventing or delaying recurrent pulmonary metastatic osteosarcoma in the United States, and for general corporate purposes. The new warrants include ownership caps of 4.99% or 9.99%, price-adjustment features for future lower-priced issuances, potential forced exercise if the stock trades at 300% of the exercise price, and cashless exercise if resale registration is not effective.

OS Therapies Incorporated reported that it has terminated its Equity Purchase Agreement with Square Gate Capital Master Fund, LLC — Series 3. This agreement had allowed the company, subject to conditions, to sell up to $15.0 million of its common stock to Square Gate as a potential source of equity capital.

The company’s notice to terminate was delivered on August 25, 2025, and the termination became effective on August 26, 2025. At the time of termination, there were no outstanding borrowings, no pending advance notices, and no shares of common stock remaining to be issued under the agreement. Neither party owed termination fees or other payments in connection with ending the arrangement.

The company also issued a press release on August 25, 2025, to publicly announce the termination of the Equity Purchase Agreement.