8-K - OS Therapies Incorporated | StockGist

AI Analysis

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

OS Therapies completed a $5.25M registered direct offering on April 2, 2026, issuing common stock and pre-funded warrants alongside common and placement agent warrants, generating $4.7M in net proceeds to fund clinical development, R&D, and general corporate purposes.

Key Takeaways

1The Company raised $5.25M gross (approximately $4.7M net) via a registered direct offering closed on April 2, 2026, with participation primarily from pre-existing high-net-worth investors.

2Offering included 2,505,073 shares of common stock and/or pre-funded warrants for 1,250,893 shares, plus accompanying common warrants for 3,755,966 shares — all issued under the effective Form S-3 (File No. 333-289443).

3Pre-funded warrants carry a nominal $0.001 exercise price and are exercisable immediately; common warrants have a $1.40 exercise price and five-year term; placement agent warrants (187,798 shares) have a $1.54 exercise price and six-month delayed exercisability.

4Ceros Financial Services, Inc. acted as exclusive placement agent and received a 7.0% cash fee ($367,500), $70,000 in accountable expenses, $20,000 in non-accountable expenses, and placement agent warrants equal to 5.0% of shares and pre-funded warrants sold.

5Net proceeds will fund clinical development (including ongoing/planned trials), R&D advancement, strategic acquisitions or investments, and working capital — supporting a projected cash runway into 2027 when combined with ~$4M in expected non-dilutive U.K. VAT refunds and R&D tax credits.

Current Report Details

Event Type

Material Agreement

Other Event

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement.** ** ** ** Securities Purchase Agreement ** On March 31, 2026, OS Therapies Incorporated (the “Company”) entered i

Material Agreement

$1.40$1.40$4.7M

Source Document

8.01

. Other Events.** On April 2, 2026, the Company issued a press release announcing the closing of the Offering, a copy of which is attached hereto as Exhibit 99.

Other Event

9.01

. Financial Statements and Exhibits.** (d) Exhibits. | Exhibit Number | | Description | |---|---|---| | 1.1 | | Placement Agency Agreement, dated as of March 31

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Securities Purchase Agreement
Parties: OS Therapies Incorporated, Purchasers identified on signature pages

•Offering: 2,505,073 shares of common stock and/or pre-funded warrants for 1,250,893 shares, plus accompanying common warrants for 3,755,966 shares
•Combined purchase price per share and common warrant: $1.40; per pre-funded warrant and common warrant: $1.399
•Closing date: April 2, 2026
•Net proceeds: approximately $4.7 million
•Use of proceeds: clinical development, R&D advancement, strategic acquisitions/investments, working capital, and general corporate purposes
•90-day lock-up on equity issuance; 180-day restriction on Variable Rate Transactions

Exhibits (8)

10.1

FORM OF SECURITIES PURCHASE AGREEMENT

1.1

PLACEMENT AGENCY AGREEMENT, DATED AS OF MARCH 31, 2026, BY AND BETWEEN OS THERAPIES INCORPORATED AND CEROS FINANCIAL SERVICES, INC

4.1

FORM OF PRE-FUNDED WARRANT

4.2

FORM OF COMMON WARRANT

4.3

FORM OF PLACEMENT AGENT WARRANT

5.1

OPINION OF OLSHAN FROME WOLOSKY LLP

8-K

CURRENT REPORT

99.1

PRESS RELEASE ISSUED BY OS THERAPIES INCORPORATED ON APRIL 2, 2026