8-K - OS Therapies Incorporated | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

OS Therapies Incorporated entered into a securities purchase agreement on March 4, 2026, issuing $2,200,000 aggregate principal amount of 10.0% OID unsecured convertible promissory notes and warrants to purchase up to 1,666,667 shares of common stock for $2,000,000 gross proceeds in a private placement. The net proceeds will fund clinical development activities, ongoing and planned clinical trials, research and development programs, working capital, and general corporate purposes.

Key Takeaways

1Private Placement closed March 4, 2026 with accredited investors

2Notes: $2,200,000 principal at 10% OID, 4% interest, mature March 4, 2027

3Warrants: up to 1,666,667 shares at $1.40 exercise price, 5-year term

4Gross proceeds: $2,000,000 before 7% placement agent fee and $25,000 expense reimbursement

5Placement agent: SEC-registered broker-dealer and FINRA member

6Conversion: voluntary at 90% of 10-day VWAP; mandatory in Qualified Offering at offering price

Current Report Details

Event Type

Material Agreement

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement. Private Placement On March 4, 2026, OS Therapies Incorporated (the “Company”) entered into a securities purchase a

Material Agreement

2.03

. Item 3.02. Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by refere

Financing

3.02

. The Notes, Warrants and Underlying Shares are being offered and sold by the Company in reliance upon an exemption from the registration requirements of the Se

Securities Issuance

9.01

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Form of 10.0% Original Issue Discount Unsecured Convertible Promissory Note. 4.2

Exhibits Only

Transaction Details

Material Agreement

Agreement: securities purchase agreement
Parties: OS Therapies Incorporated, certain accredited investors

•Issue 10.0% OID unsecured convertible promissory notes and warrants
•Aggregate gross proceeds $2,000,000
•7.0% cash fee to placement agent plus $25,000 expense reimbursement
•No variable rate issuances until Notes repaid or 6 months post-resale registration effectiveness
•File resale registration statement by April 3, 2026

Debt / Financing

Instrument: 10.0% Original Issue Discount Unsecured Convertible Promissory Notes
Principal: 2200000
Rate: 4% per annum
Maturity: 2027-03-04
Use of Proceeds: fund clinical development activities, including ongoing and planned clinical trials, advance research and development programs, working capital and other general corporate purposes

Exhibits (4)

10.1

FORM OF SECURITIES PURCHASE AGREEMENT

4.1

FORM OF 10.0% ORIGINAL ISSUE DISCOUNT UNSECURED CONVERTIBLE PROMISSORY NOTE

4.2

FORM OF COMMON STOCK PURCHASE WARRANT

8-K

CURRENT REPORT