OSTX · OS Therapies Incorporated

This financing represents a critical near-term capital event for OS Therapies, directly addressing its immediate liquidity needs to advance OST-HER2 through pivotal regulatory milestones in 2026. The $5.25M gross raise — executed as a registered direct offering under an effective shelf registration — reflects strong continuity with existing investors, signaling continued confidence in the company’s clinical progress, particularly the positive Phase 2b data in recurrent pulmonary metastatic osteosarcoma. Structurally, the offering blends immediate capital (via shares and pre-funded warrants) with future optionality (common warrants), while the pre-funded warrants’ $0.001 exercise price effectively converts them into de facto shares upon issuance, minimizing dilution timing risk. The placement agent terms — including a 7% fee, capped expense reimbursements, and 5% placement agent warrants exercisable at $1.54 — align standard market compensation with the transaction’s scale and complexity. Crucially, management explicitly ties the net proceeds to advancing the OST-HER2 Biologics License Application (BLA) timeline, planned FDA/EMA/MHRA/TGA interactions, and initiation of the confirmatory Phase 3 trial, including site activation in Australia. When combined with the $4M in anticipated non-dilutive U.K. funds — VAT refunds and R&D tax credits — the company projects a cash runway extending into 2027, which materially de-risks execution of its near-term regulatory and clinical strategy. This positions the company to pursue potential monetization of its Priority Review Voucher (PRV), should BLA approval be granted, though the filing appropriately notes no assurance of PRV sale value given market variability.