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OS Therapies Incorporated (OSTX) reports that its reporting person, Thomas A. Satterfield, Jr., beneficially owns 5,434,150 shares, shown as 9.9% of the common stock, rounded down. The amount comprises 3,142,055 common shares and 2,292,095 shares issuable upon conversion of Series A preferred stock and exercise of warrants. The reported total is described as the maximum permitted under 9.95% blockers. Some securities are held through Tomsat Investment & Trading Co., Inc. and A.G. Family L.P.
Key Figures
Beneficial ownership:5,434,150 sharesReported ownership percentage:9.9%Common shares:3,142,055 shares+4 more
Reported ownership percentage9.9%Rounded down in the reported percentage
Common shares3,142,055 sharesIncluded in the reported beneficial ownership
Additional shares2,292,095 sharesIssuable upon preferred-stock conversion and warrant exercise; subject to blockers
Beneficial-ownership blocker9.95%Threshold stated for conversion and warrant exercise
Common shares currently issuable upon preferred-stock conversion558,034 sharesConversion amount stated for the Series A preferred stock
Warrants and initial exercise price1,775,747 warrants to purchase one common share each; $1.40 per shareInitial exercise price, subject to adjustment
Key Terms
beneficially owned, blocker provision, Series A Senior Convertible Preferred Stock, conversion ratio
4 terms
beneficially ownedfinancial
"Aggregate Amount Beneficially Owned by Each Reporting Person"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
blocker provisionfinancial
"subject to a blocker provision"
Series A Senior Convertible Preferred Stockfinancial
"the issuer's Series A Senior Convertible Preferred Stock"
conversion ratiofinancial
"based upon the conversion ratio set forth in the applicable Certificate of Designation"
The conversion ratio is the number of common shares an investor receives when a convertible security (like a bond or preferred share) or an exchangeable instrument is turned into ordinary stock. It matters because it tells investors how much ownership or dilution will occur — similar to knowing how many slices you get when you trade in a coupon — and directly affects the value you get from the convertible and the company’s future share count.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many OSTX shares does Thomas A. Satterfield, Jr. beneficially own?
Thomas A. Satterfield, Jr. is reported as beneficially owning 5,434,150 shares, shown as 9.9% of the common stock, rounded down. The total includes 3,142,055 common shares and 2,292,095 shares issuable upon conversion of preferred stock and exercise of warrants.
What is the OSTX ownership limit for Thomas A. Satterfield, Jr.'s preferred stock and warrants?
The Series A preferred stock and warrants are subject to blockers that prevent conversion or exercise if it would result in beneficial ownership above 9.95% of the common stock outstanding upon conversion or exercise.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
OS Therapies Incorporated
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP No.
1
Names of Reporting Persons
Thomas A. Satterfield, Jr.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,436,583.00
6
Shared Voting Power
3,997,567.00
7
Sole Dispositive Power
1,436,583.00
8
Shared Dispositive Power
3,997,567.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,434,150.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: * The percentages reported in this amended Schedule 13G are based on 52,322,483 shares of common stock of the issuer outstanding, consisting of (i) 46,805,230 shares of common stock of the issuer outstanding as of September 10, 2026, as reported by the issuer in its Prospectus Supplement filed pursuant to Rule 424(b)(7) on September 10, 2026 and (ii) the sale of an additional 5,517,253 shares of common stock as reported by the issuer in its Current Report on Form 8-K filed on October 19, 2026. In addition to 3,142,055 shares of common stock, the Reporting Person may be deemed to beneficially own (i) 156,250 shares of the issuer's Series A Senior Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), convertible into shares of the issuer's common stock based upon the conversion ratio set forth in the applicable Certificate of Designation (subject to adjustment), which are currently convertible into an aggregate of 558,034 shares of common stock and (ii) 1,775,747 warrants to purchase one share of common stock (the "Warrants"), at an initial exercise price of $1.40 per share (subject to adjustment).
All of the Series A Preferred Stock is subject to a blocker provision pursuant to which the stockholder does not have the right to convert such Series A Preferred Stock if the conversion would result in beneficial ownership by the Reporting Person, together with his affiliates and any other persons acting as a group together with the Reporting Person, of more than 9.95% of the Common Stock outstanding upon such conversion. Upon conversion, 25,000 shares of the Series A Preferred Stock, currently representing approximately 89,285 shares of common stock (the "Sole Power Series A Preferred Stock"), all of which are subject to the blocker provision described above, would result in the issuance of shares of common stock over which the Reporting Person would have sole voting and dispositive power.
All of the Warrants are subject to a blocker provision pursuant to which the warrantholder does not have the right to exercise such Warrants if such exercise would result in beneficial ownership by the Reporting Person, together with his affiliates and any other persons acting as a group together with the Reporting Person, of more than 9.95% of the common stock outstanding upon such exercise. Upon exercise, 498,215 of the Warrants (the "Sole Power Warrants"), all of which are subject to the blocker provision described above, would result in the issuance of shares of common stock over which the Reporting Person would have sole voting and dispositive power.
The 5,434,150 shares of common stock reported on this Schedule 13G as beneficially owned by the Reporting Person represent the 3,142,055 shares of common stock held by the Reporting Person and an aggregate of 2,292,095 shares of common stock issuable upon the conversion of the Series A Preferred Stock and exercise of Warrants (the "Additional Shares"), which collectively represent the Reporting Person's maximum beneficial ownership permissible under the applicable blocker provisions, or 9.95%. Due to field limitations of the EDGAR filing system, the percentage listed in Row 11 has been rounded down to 9.9%. This amended Schedule 13G assumes that the 2,292,095 Additional Shares would include all Sole Power Series A Preferred Stock and all Sole Power Warrants. If there were no limit on the Reporting Person's beneficial ownership of the issuer's common stock, the Reporting Person could be deemed to be the beneficial owner of an aggregate of 5,475,836 shares of common stock, representing 10.02% of the issuer's outstanding common stock (factoring in the conversion of such Series A Preferred Stock or exercise of such Warrants, as applicable).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
OS Therapies Incorporated
(b)
Address of issuer's principal executive offices:
115 Pullman Crossing Road, Suite 103, Grasonville, MD 21638
Item 2.
(a)
Name of person filing:
Thomas A. Satterfield, Jr.
(b)
Address or principal business office or, if none, residence:
15 Colley Cove Drive
Gulf Breeze, Florida 32561
(c)
Citizenship:
Incorporated by reference from Item 4 of the Cover Page.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Incorporated by reference from Item 9 of the Cover Page.
(b)
Percent of class:
Incorporated by reference from Item 11 of the Cover Page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Incorporated by reference from Item 5 of the Cover Page.
(ii) Shared power to vote or to direct the vote:
Incorporated by reference from Item 6 of the Cover Page.
(iii) Sole power to dispose or to direct the disposition of:
Incorporated by reference from Item 7 of the Cover Page.
(iv) Shared power to dispose or to direct the disposition of:
Incorporated by reference from Item 8 of the Cover Page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
With respect to the beneficial ownership reported for Thomas A. Satterfield, Jr., 767,859 shares of common stock, 178,571 shares of common stock issuable upon the conversion of the Series A Preferred Stock (as defined on the Cover Page) and 375,001 shares of common stock issuable upon the exercise of the Warrants (as defined on the Cover Page) are held by Tomsat Investment & Trading Co., Inc., a corporation wholly owned by Mr. Satterfield and of which he serves as President; and 1,525,113 shares of common stock, 290,178 shares of common stock issuable upon the conversion of the Series A Preferred Stock and 902,531 shares of common stock issuable upon the exercise of the Warrants are held by A.G. Family L.P., a partnership managed by a general partner controlled by Mr. Satterfield.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
