Business Context and Reporting Period
Company: OS Therapies Inc (OSTX)
Filing Type: Form 8-K (Current Report)
Date of Report: June 30, 2026
Reporting Period: The filing reports on material events occurring on June 30, 2026, and July 2, 2026, including a private placement financing and board of directors changes.
Key Financial Metrics and Capital Structure
Debt Financing: Entered into a Securities Purchase Agreement for a senior secured convertible promissory note with an aggregate principal amount of up to $10,000,000.
- Initial Funding: First tranche of $1,600,000 (net of $35,000 legal fees) expected July 2, 2026.
- Subsequent Funding: Additional $400,000 within 14 days; remainder at investor discretion.
- Interest Rate: 9.0% per annum, payable monthly.
- Original Issue Discount (OID): 7.5% per tranche.
- Maturity: Nine months from advance date (no tranche matures later than 24 months from issue date).
- Prepayment Penalty: 110% of principal amount being prepaid.
Equity Components:
- Commitment Shares: 275,000 shares of common stock issued immediately.
- Warrants: Five-year warrant to purchase up to 1,750,000 shares at an exercise price of $2.85 per share.
- Conversion Price: Note convertible at $2.05 per share (subject to anti-dilution adjustments).
Use of Proceeds: Clinical development, regulatory activities, working capital, and general corporate purposes.
Liquidity and Collateral: The Note is secured by a first-priority security interest in substantially all assets (excluding certain IP, but including IP-related receivables). The company assigned all rights to UK VAT repayments and R&D tax relief claims to the investor.
Material Changes and Corporate Actions
Board of Directors Changes (Effective June 1, 2026):
- Resignation: Karim Galzahr resigned from the board effective immediately. The resignation was not due to any disagreement with the company.
- Appointment: Dr. Craig Eagle was appointed to the board to fill the vacancy. Dr. Eagle serves as Chief Medical Advisor and previously held senior roles at Guardant Health, Genentech, and Pfizer.
Financing Structure: The company agreed to an "exchange cap" limiting issuance to 19.99% of outstanding shares without stockholder approval. The company must seek such approval within 90 days of closing or at the next scheduled meeting.
Guidance, Risks, and Contingencies
Investor Rights and Covenants:
- Participation Rights: Investor may participate in future offerings up to 100% of the outstanding note principal.
- Most-Favored-Nation: If future securities are issued on more favorable terms, the investor may elect to receive those terms.
- Negative Covenants: Restrictions on dividends, variable rate transactions, and certain equity repurchases. Proceeds from future financings must be applied to repay the Note.
Events of Default: Includes failure to pay, bankruptcy, delisting, or failure to obtain stockholder approval. Upon default, obligations become due at 125% of the outstanding amount, interest increases to 24% (or max legal rate), and a $10,000 monthly monitoring fee applies.
Anti-Dilution Provisions: Conversion and exercise prices are subject to downward adjustment if securities are issued at a lower effective price. Adjustments for issuances prior to September 29, 2026, will become effective on September 30, 2026.
Forward-Looking Statements: The filing contains forward-looking statements regarding the use of proceeds and future operations, subject to risks detailed in periodic reports.
Key Facts for Investor Verification
- Verify the actual funding date and amount of the initial $1.6 million tranche and subsequent tranches.
- Confirm the current share count to assess the dilution impact of the 275,000 commitment shares, 1.75 million warrant shares, and potential note conversion.
- Monitor the timeline for the required stockholder approval to lift the 19.99% exchange cap.
- Review the status of the UK VAT and R&D tax relief claims assigned to the investor as collateral.
- Check for any future equity issuances that may trigger the anti-dilution price reset mechanism effective September 30, 2026.