OS Therapies Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated July 31, 2026, details a material definitive agreement and subsequent settlement between OS Therapies Inc. and Leonite Fund I, LP. The filing addresses the resolution of a senior secured convertible promissory note (the "Leonite Note") originally entered into on June 30, 2026, and the issuance of a new bridge note to fund the settlement.
Key Financial Metrics and Transactions
- Leonite Settlement Payment: The Company agreed to pay $1,900,000 in cash to Leonite to fully satisfy the Leonite Note and related documents.
- Equity Issuance: The Company agreed to issue 500,000 shares of common stock (the "Leonite Settlement Shares") to Leonite as part of the settlement.
- Bridge Note Financing: On August 2, 2026, the Company issued a bridge convertible promissory note with a principal amount of $2,200,000 for a purchase price of $2,190,000 to an accredited investor.
- Use of Proceeds: Proceeds from the Bridge Note were used to fund the $1,900,000 Leonite Settlement Payment, with the remainder allocated to general working capital.
- Debt Relief: Upon settlement closing, the Leonite Note (up to $10,000,000 principal), the Leonite Warrant, and all associated security interests and liens were terminated and released.
Material Changes and Unusual Items
The primary material change is the termination of the June 2026 Leonite Private Placement. The Company resolved the outstanding obligations under the Leonite Note, which included a 9% annual interest rate and a first-priority security interest in substantially all assets, by entering into a settlement agreement. This action removed the encumbrance on the Company's assets, including intellectual property rights and tax relief claims held by OS Therapies UK Ltd. Additionally, the Company entered into a new short-term financing arrangement (Bridge Note) maturing on September 1, 2026, which is convertible into future OID notes.
Outlook, Risks, and Contingencies
- Settlement Closing Condition: The settlement is contingent on the issuance of the Settlement Shares and payment of cash by the "Outside Date" of August 7, 2026. The Company expects closing on or about August 6, 2026.
- Termination Risk: If the settlement does not close by the Outside Date (plus a five-business day cure period), Leonite retains the right to terminate the settlement agreement. In such an event, the original Leonite Note, Warrant, and all security interests would remain in full force, and the Company would remain liable for up to $10,000,000 in principal plus interest.
- Bridge Note Terms: The Bridge Note does not bear interest but contains customary events of default. It cannot be prepaid without holder consent and automatically converts into securities issued in a future private offering of up to $10,000,000 in OID notes.
Investor Verification Checklist
- Confirm the actual closing date of the Leonite Settlement and the issuance of the 500,000 Settlement Shares.
- Verify the release of the first-priority security interest on the Company's assets, specifically regarding intellectual property and UK tax relief claims.
- Monitor the status of the Bridge Note and the Company's ability to execute the future private offering required for its conversion.
- Review the Company's cash position post-settlement to ensure sufficient liquidity for operations until the next financing round.