OS Therapies Inc 8-K

What Happened
OS Therapies Inc. (OSTX) announced a private placement that closed on March 4, 2026 in which the company received $2.0 million in gross cash proceeds. In the deal the company issued 10.0% original-issue-discount (OID) unsecured convertible promissory notes (aggregate principal $2,200,000 due to the 10% OID) and warrants to buy up to 1,666,667 shares of common stock. A SEC-registered broker-dealer acted as exclusive placement agent and was paid a 7% cash fee plus a $25,000 expense reimbursement. The company said it will use net proceeds to fund clinical development, R&D and general corporate purposes.

Key Details

• Transaction date: March 4, 2026; 8‑K filed March 6, 2026. Aggregate gross cash proceeds: $2,000,000. Notes principal issued: $2,200,000 (10% OID).
• Notes: 4% annual interest, maturity March 4, 2027; interest accrues until conversion or maturity and converts with principal.
• Conversion: Mandatory conversion into securities in a Qualified Offering (≥ $2.5M new money) at the offering price; voluntary conversion at 90% of the 10‑day VWAP before holder’s conversion notice. Conversion caps: holder ownership limited to 4.99% (or 9.99% if elected); total conversion issuance limited to 19.99% of outstanding shares unless stockholder approval obtained.
• Warrants: 5‑year term, exercise price $1.40, aggregate coverage equals 100% warrant coverage (calculated from a $1.32 10‑day average price); cashless exercise and forced‑exercise provisions apply.
• Company obligations: must file a registration statement (Form S-3 or S-1) to register resale of underlying shares within 30 days and use commercially reasonable efforts to have it effective within 60 (or 90) days. Placement agent fee: 7% of proceeds + $25,000.

Why It Matters
This financing provides OS Therapies with near-term cash to support clinical programs and general operations while issuing convertible securities that could dilute existing shareholders if converted or exercised. Important investor protections and limits are included (conversion/exercise caps, registration filing commitments), but conversions and warrant exercises could materially increase share count if a qualifying public offering or holder conversions occur. Investors should watch for the company’s registration filing progress, any Qualified Offering that would trigger automatic conversion, and future dilution from conversions or warrant exercises.