Welcome to our dedicated page for OS THERAPIES INCORPORATED SEC filings (Ticker: OSTX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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OS Therapies (NYSE:OSTX) filed an 8-K reporting the second closing of its June 2025 warrant-exercise inducement.
Holders exercised 550,004 existing $1.12 warrants for cash, delivering $616,000 gross proceeds. In exchange, the company issued 550,004 new five-year warrants exercisable immediately at $3.00 per share.
Main terms:
- Anti-dilution repricing to future issuance level, but not below $1.00
- 4.99% (optionally 9.99%) ownership cap
- Forced exercise if price �300% of strike for 20 days
- Cashless exercise when resale registration is unavailable
OSTX must file a resale Form S-3 within 30 days and obtain SEC effectiveness within 60�90 days. Including the first closing announced 24 June (1.57 M shares), the inducement has raised roughly $2.4 million and created 2.12 million new warrants.
OS Therapies Incorporated (NYSE American: OSTX) filed an 8-K to disclose a warrant-exercise inducement designed to raise up to $8 million in gross cash proceeds. The company has entered into Inducement Offer Letters with holders of 1,574,288 outstanding common-stock warrants that currently carry a $1.12 exercise price. In exchange for the holders exercising these warrants for cash during the June 20–July 10, 2025 �Inducement Period,� OSTX will issue an equal number of New Warrants priced at $3.00 per share and exercisable immediately for five years.
The company has retained an SEC-registered, FINRA-member broker as exclusive solicitation agent; it will receive a 5.0 % cash fee on total proceeds plus reimbursement of up to $15,000 in expenses. Assuming full participation, OSTX expects to receive roughly $8 million in gross proceeds before fees and expenses.
Use of proceeds: management plans to fund U.S. and international regulatory and pre-commercial activities aimed at securing marketing authorisations for OST-HER2 in preventing or delaying recurrent, fully resected, lung-metastatic osteosarcoma, and for general corporate purposes.
Key terms of the New Warrants:
- Exercise price: $3.00; immediately exercisable; five-year term.
- Anti-dilution: price resets to the lower of any future equity issuance price or $1.00.
- Beneficial-ownership cap: 4.99 % (optionally 9.99 %) unless 61-day prior notice is given.
- Forced exercise allowed if OSTX trades �300 % of exercise price for 20 consecutive trading days, subject to equity conditions.
- Cashless exercise permitted if resale registration is unavailable.
- Fundamental-transaction protection via Black-Scholes cash-out or assumption by successor.
Registration: Existing Warrant shares are already covered by effective S-1 registrations (333-284631 & 333-287569). OSTX will file a resale registration statement for the New Warrant shares within 30 days of the final closing and seek SEC effectiveness within 60�90 days thereafter.
The securities are being issued under Section 4(a)(2) and Rule 506(b) of Regulation D, constituting an unregistered private placement.