OS Therapies Inc 8-K

What Happened
On January 10, 2026 OS Therapies Incorporated entered into inducement offer letters with fewer than 10 accredited holders of existing warrants to purchase up to 5,382,148 shares. The holders agreed to exercise their existing warrants for cash at a reduced exercise price of $1.40 per share in exchange for the Company issuing new common stock purchase warrants to purchase up to the same aggregate number of shares. The New Warrants are immediately exercisable, have a five‑year term and an exercise price of $1.40 per share. The Inducement Period runs from January 10, 2026 through 11:59 p.m. Eastern on February 10, 2026, and the Company expects to receive approximately $7.5 million of gross proceeds (before fees and expenses).

Key Details

• Aggregate potential shares underlying Existing Warrants and New Warrants: 5,382,148.
• Inducement Exercise Price / New Warrant exercise price: $1.40 per share.
• Expected gross proceeds: ~ $7.5 million (before solicitation agent fees and other expenses).
• Solicitation agent fee: 8.0% of total gross cash proceeds received from exercising or pre-funding, plus up to $25,000 for its expenses.
• Pre-funding option: holders who would exceed beneficial ownership limits may pre-fund at $1.40 less $0.001 per share; after pre-funding the remaining exercise price on those Existing Warrants is reduced to $0.001 per share.
• Ownership cap on exercise: holders (with affiliates) limited to 4.99% (or, at holder’s election, 9.99%) of outstanding common stock post‑exercise.
• Forced exercise/settlement features: Company may force cash exercise if share price is ≥300% of the exercise price for 20 consecutive trading days; cashless exercise available if resale registration is not effective.
• Registration: resale of shares underlying Existing Warrants already covered by prior S‑1/S‑3 filings; Company will file a resale registration statement for New Warrant Shares within 30 days of closing and use commercially reasonable efforts to have it declared effective within 60 (or 90, if full review) days.

Why It Matters
This transaction is intended to generate near‑term cash (approximately $7.5M gross) to support OS Therapies’ regulatory and pre‑commercial activities for OST‑HER2, prep work for a proposed spin‑off of OS Animal Health, and general corporate needs. For investors, the deal reduces certain warrant exercise prices and issues new five‑year warrants that could lead to future dilution if exercised. The company will pay an 8% fee to a solicitation agent, which reduces net proceeds, and has committed to registering the resale of the new warrant shares to enable liquidity for holders.