🧾 What This Document Is

This is an 8-K filing from OS Therapies Inc. (OSTX). It's a current report that companies must file with the SEC to announce major events. This specific filing includes two attached agreements that together announce one big event: the company is raising money by selling stock and warrants to investors.

👉 In simple terms: OS Therapies is selling pieces of ownership (stock) and "discount coupons" for future stock (warrants) to fund its business. They hired an investment bank (Ceros) to help find buyers.

🏢 What The Company Does

OS Therapies is a clinical-stage biopharmaceutical company. They're focused on developing therapies for serious diseases, specifically in oncology (cancer treatment). This is a high-risk, high-reward business that requires significant capital to fund research and clinical trials before any product can generate revenue.

👉 Think of them as a startup in the medicine world, working on promising but unproven treatments. This fundraising is essential fuel for their research engine.

💰 The Deal & Financial Highlights

This is a registered direct offering. The company is selling securities directly to investors using an already-effective registration statement (Form S-3). Here are the key terms:

• What's Being Sold: A combination of:
  1. Shares of Common Stock
  2. Pre-Funded Warrants: These are like IOUs for stock. Investors buy them now but can "pre-fund" (pay for) the shares later. They're used if an investor wants to avoid crossing a certain ownership percentage.
  3. Common Warrants: These give investors the right to buy more common stock in the future at a set price.
• Price: The purchase price is $1.40 per share. The Pre-Funded Warrants are priced at $1.399 each ($1.40 minus a nominal $0.001).
• Purpose: The net proceeds will be used for general corporate purposes, which for a biotech like OS Therapies almost certainly means funding clinical trials and continuing research.

🤝 The Deal Mechanics & Costs

Who's Running the Show: Ceros Financial Services, Inc. is acting as the exclusive Placement Agent. Their job is to find investors for this deal on a "best efforts" basis—they'll try hard, but don't guarantee they'll sell all the shares.

What It Costs the Company (Compensation to Ceros):

• Cash Fee: 7.00% of the total gross money raised.
• Expense Reimbursement: Up to $70,000 for accountable legal fees + $20,000 for non-accountable expenses.
• Warrants: Ceros will also receive warrants to buy 5% of the total shares sold in the offering. Their exercise price will be 110% of the price paid by the main investors ($1.54).

Key Restrictions on the Company: After this deal, the company agrees not to issue more stock for a period:

• 90 days with some exceptions.
• 180 days for certain types of complex financing deals called "Variable Rate Transactions."

📦 What the Company Promised (Representations)

The company made a long list of standard promises to reassure investors, including:

• It is properly organized and has the authority to do this deal.
• Its financial statements are accurate (based on its SEC filings).
• There are no major hidden lawsuits or environmental problems.
• It owns its intellectual property (its patents and research).
• Its securities are not subject to unexpected preemptive rights.

⚖️ Big Picture: Strengths & Risks

👍 Strengths / Positives:

• Funding Secured: This provides immediate cash to advance their clinical programs.
• Established Process: Using an S-3 registration makes the process faster and simpler than a brand-new offering.
• Investor Interest: Completing the deal shows there is some market appetite for their story.

⚠️ Risks & Considerations:

• Dilution: This sale creates new shares, which dilutes (reduces) the ownership percentage of existing shareholders.
• Warrant Overhang: The warrants (held by both investors and Ceros) represent potential future dilution if they are exercised.
• High Cost: The 7% fee plus warrant kicker is a significant cost of raising this capital.
• Speculative Nature: The company's value is tied almost entirely to the success of its future clinical trials, which are inherently uncertain.

🔮 What's Next

1. Closing: The deal is expected to close very soon (by the first business day after March 31, 2026).
2. Deployment of Capital: The funds will be used to advance the company's clinical trials and pipeline.
3. Watch the Pipeline: Future news flow will be driven by clinical trial patient enrollment, data readouts, and interactions with regulators like the FDA.

🧠 The Analogy

Imagine OS Therapies is a startup building a very expensive, complex prototype for a new kind of engine. They've run out of their own money. To keep building, they go to wealthy investors and say: "Give us money now, and in return, we'll give you a tiny piece of ownership in the whole company, plus a special coupon that lets you buy another piece later at a fixed price." This filing is the detailed contract for that transaction.

📇 Key Contacts & People

For OS Therapies Incorporated:

• Paul A. Romness, MPH - President and Chief Executive Officer
• Address: 115 Pullman Crossing Road, Suite #103, Grasonville, Maryland 21638
• Email: [email protected]

For the Placement Agent (Ceros Financial Services, Inc.):

• Mark Goldwasser - Chief Executive Officer
• Address: 1445 Research Boulevard, Rockville, MD 20850
• Email: [email protected]

🧩 Final Takeaway

OS Therapies, a clinical-stage biotech, has secured funding through a stock and warrant offering facilitated by Ceros Financial. While this provides critical cash for research, it comes at a cost of future dilution and highlights the company's ongoing need for capital to advance its unproven medical therapies.