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[SCHEDULE 13G/A] OS Therapies Incorporated SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A
Rhea-AI Filing Summary

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.

Positive
  • Beneficial ownership disclosed: 3,115,681 shares, representing 9.4% of outstanding common stock.
  • Convertible instruments included: Disclosure assumes conversion of 558,034 Series A preferred and exercise of 613,841 warrants when reporting stake.
  • Entity-level transparency: Holdings are detailed across controlled entities (Tomsat Investment & Trading Co., A.G. Family L.P., Caldwell Mill Opportunity Fund, Satterfield Vintage Investments, L.P.).
  • Passive intent certified: Filing includes a certification that the securities were not acquired to change or influence control of the issuer.
Negative
  • None.

Insights

TL;DR: A significant 9.4% stake is disclosed, including convertibles and warrants that enlarge economic exposure if converted or exercised.

The Schedule 13G/A shows Mr. Satterfield beneficially owns 3,115,681 shares, calculated by including 558,034 Series A convertible preferred (assumed converted) and 613,841 warrants (assumed exercised). Consolidation of holdings across multiple controlled entities is clearly disclosed, which matters for understanding voting and disposition power. The filing also contains a certification that the securities were not acquired to influence control, indicating a passive intent under Schedule 13G rules. For investors, the key material facts are the percentage stake and the nature of the convertible instruments that expand potential ownership.

TL;DR: Reporting shows concentrated ownership through affiliated vehicles, with clear disclosure of convertible instruments and a passive ownership certification.

The statement identifies multiple affiliated entities holding shares and notes that some common shares are issuable upon conversion/exercise, which increases potential alignment or influence depending on future conversions. The explicit identification of controlled entities (Tomsat Investment & Trading Co., A.G. Family L.P., Caldwell Mill Opportunity Fund, Satterfield Vintage Investments, L.P.) provides transparency about beneficial ownership structure. The certification that holdings were not acquired to affect control is material for governance assessment, but the filing itself does not indicate any change in control intentions.






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)






SCHEDULE 13G




Comment for Type of Reporting Person: * Based on (i) 28,097,697 shares of common stock of the issuer outstanding as of May 13, 2025, as reported by the issuer in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 and (ii) the sale of an additional 3,764,995 shares of common stock as reported by the issuer in its Current Report on Form 8-K filed on July 14, 2025. In addition to 1,943,806 shares of common stock, the Reporting Person may be deemed to beneficially own (i) 558,034 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 (initially on a one-for-one basis, subject to adjustment) and (ii) 613,841 warrants to purchase one share of common stock (the "Warrants"), at an initial exercise price of $3.00 per share (subject to adjustment). The share numbers set forth herein represent the number of shares of common stock held by the Reporting Person and assume the conversion of the Series A Preferred Stock into common stock and the exercise of the Warrants.


SCHEDULE 13G



Thomas A. Satterfield, Jr.
Signature:/s/ Thomas A. Satterfield, Jr.
Name/Title:Thomas A. Satterfield, Jr.
Date:08/13/2025

FAQ

How many OS Therapies (OSTX) shares does Thomas A. Satterfield Jr. beneficially own?

The filing reports 3,115,681 shares beneficially owned, representing 9.4% of the class.

Does the reported stake include convertible securities or warrants for OSTX?

Yes. The total assumes conversion of 558,034 Series A convertible preferred and exercise of 613,841 warrants when calculating the aggregate ownership.

Through which entities are Satterfield's OSTX holdings held?

Holdings are held across affiliated entities: Tomsat Investment & Trading Co., A.G. Family L.P., Caldwell Mill Opportunity Fund, LLC and Satterfield Vintage Investments, L.P.

What percentage of OSTX does the reported ownership represent?

The filing states the reported ownership represents 9.4% of OS Therapies' outstanding common stock.

Does the filing indicate an intent to influence control of OS Therapies (OSTX)?

The filing includes a certification that the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.

Are the share totals based on issuer-reported outstanding shares?

Yes. The percentage is calculated based on the issuer's reported outstanding shares and additional share transactions disclosed by the issuer in its reports.
OS THERAPIES INCORPORATED

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