OS Therapies Incorporated Announces Private Placement of Convertible Notes and Warrants

Key Highlights:

• OS Therapies Incorporated has entered into a Securities Purchase Agreement with accredited investors, enabling a private placement of 10.0% original issue discount unsecured convertible promissory notes and associated warrants to purchase common stock.
• The transaction took place on March 4, 2026.
• The common stock is listed under the trading symbol OSTX on the NYSE American.
• The company engaged a SEC-registered broker dealer as exclusive placement agent, paying a 7.0% cash fee on gross proceeds and a \$25,000 reimbursement for expenses.
• OS Therapies agreed to file a registration statement (Form S-3 or S-1) within 30 days of closing to register the underlying shares for resale.

Transaction Details

Private Placement Structure: The company will issue:

• 10.0% original issue discount unsecured convertible promissory notes (“Notes”)
• Warrants to purchase common stock (“Warrants”)

The securities are offered only to accredited investors under Rule 506(b) of Regulation D.

Placement Agent Compensation: The company retained a registered broker-dealer/FINRA member as exclusive placement agent, paying:

• Cash fee equal to 7.0% of gross proceeds
• Expense reimbursement of \$25,000 for legal and related costs

Registration Rights: OS Therapies is required to file a registration statement for the resale of the underlying shares within 30 calendar days of closing and cause it to be effective within 60 calendar days (or 90 days if subject to “full review” by the SEC). The registration must remain effective until the earlier of (i) all Notes, Warrants and underlying shares are no longer held by purchasers, or (ii) the Legend Removal Date as defined in the agreement.

Terms of the Convertible Notes

• Interest Rate: 4% per annum.
• Maturity Date: March 4, 2027.
• Interest Accrual: Interest accrues from funding date until maturity or conversion, and unpaid interest converts alongside principal upon any conversion.
• Conversion Features:
  • Mandatory Conversion: If the company consummates a “Qualified Offering” (registered public/direct offering raising at least \$2.5 million in new money) before maturity, all outstanding principal and accrued interest convert automatically into the securities offered in such Qualified Offering, at the offering price, with no discount.
  • Events of Default: Customary events including non-payment, breaches, bankruptcy, certain cross-defaults, delisting, change of control, failure to deliver conversion shares, and more. In case of default, outstanding principal and accrued interest become immediately due with a penalty default rate of 1.5% per month (18% per annum).
• Anti-dilution Adjustments: The conversion price is subject to adjustment for stock splits, dividends, combinations, reclassifications, and certain dilutive issuances, with defined exceptions for equity compensation and bona fide strategic transactions.
• Negative Covenants: Company restrictions include prohibitions on new indebtedness (other than permitted), liens, material charter amendments, repurchase of stock beyond a minimal amount, paying cash dividends, affiliate transactions not at arm’s length, and certain asset sales or business combinations.

Terms of the Warrants

• Immediate Exercisability: Warrants are exercisable upon issuance.
• Expiration: 5 years from issuance date.
• Exercise Price: \$1.40 per share (subject to adjustment for anti-dilution, stock splits, etc.).
• Cashless Exercise: Permitted if there is no effective registration statement or the prospectus is unavailable; holding period for the shares may “tack” to the warrant holding period per Section 3(a)(9) of the Securities Act.
• Fundamental Transaction Provisions: In the event of mergers, consolidations, asset sales, or tender offers, warrant holders may be entitled to receive new or additional securities, cash, or property, as set forth in the Warrant terms.
• Adjustment for Qualified Offering: Upon consummation of a Qualified Offering, the exercise price is adjusted to the offering price per share (or unit), but only if it is lower than the then-current exercise price.
• Participation Rights: Warrant holders do not have voting rights or privileges as common stockholders until exercised, but do receive equivalent dividends and distributions as common shareholders.
• Transferability: Warrants are transferable in accordance with securities laws and subject to restrictions in the warrant agreement.

Other Notable Terms

• Emerging Growth Company: OS Therapies qualifies as an Emerging Growth Company under federal securities law, allowing for certain reduced disclosure requirements and potential accounting standard transition relief.
• Unregistered Offering: The Notes, Warrants, and underlying shares are issued in reliance on Section 4(a)(2) of the Securities Act and/or Regulation D. All purchasers are accredited investors.
• Limitation on Issuances (“19.99% Cap”): Unless approved by shareholders, the Company may not issue shares (upon conversion/exercise) exceeding 19.99% of outstanding common stock as of the closing.

Potential Price-Sensitive and Shareholder-Relevant Points

• POTENTIAL SHARE DILUTION: The convertible notes and warrants, if converted/exercised, could result in significant dilution to existing shareholders—especially if the company completes a Qualified Offering at a lower price, triggering conversion and exercise price adjustments.
• ANTICIPATED PUBLIC OFFERING: The company’s commitment to pursue a \$2.5M+ public or direct offering may impact the market’s expectations of future capital structure and valuation.
• DEFAULT PENALTIES: In the event of a default, the penalty interest rate is high (18% per annum), which could impact the Company’s financials and risk profile.
• REGISTRATION RIGHTS: Timely registration of the underlying shares is crucial; delays may affect liquidity for investors and potentially impact share price.
• PRICE ADJUSTMENT MECHANISMS: Anti-dilution and price adjustment clauses in both the Notes and Warrants could result in downward repricing of conversion/exercise prices, potentially increasing dilution if the Company issues new securities at lower prices.
• NEGATIVE COVENANTS: Restrictions on new indebtedness, dividends, and certain transactions may limit management’s flexibility but offer noteholders protections.

Exhibits Filed With the 8-K

• Exhibit 4.1: Form of 10.0% Original Issue Discount Unsecured Convertible Promissory Note
• Exhibit 4.2: Form of Common Stock Purchase Warrant
• Exhibit 10.1: Form of Securities Purchase Agreement
• Exhibit 104: Cover Page Interactive Data File (Inline XBRL)

Conclusion

This financing transaction is potentially price-sensitive due to the immediate and prospective dilutive effects of convertible notes and warrants, the possibility of repricing at lower levels, and the Company’s intention to pursue a significant public or direct offering. Shareholders should monitor future filings (including the registration statement and any Qualified Offering), as well as any triggering of anti-dilution adjustments or events of default, each of which could materially affect share value.

Disclaimer: The above is a summary of material definitive agreements and related transactions disclosed by OS Therapies Incorporated on Form 8-K. This article is for informational purposes only and does not constitute investment advice or a recommendation. Investors should perform their own due diligence and consult with professional advisers before making investment decisions. Forward-looking statements are subject to risks and uncertainties.

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