OS Therapies Inc 8-K

What Happened

• On June 30, 2026 OS Therapies Incorporated and two wholly owned subsidiaries entered a Purchase Agreement with Leonite Fund I, LP for a private placement of up to $10.0 million in senior secured convertible promissory notes. The company will also issue 275,000 commitment shares and a five‑year warrant to buy up to 1,750,000 shares.
• The first tranche of $1.6 million (with $35,000 retained by the investor for legal fees) was expected to fund on July 2, 2026; an additional $400,000 may be funded within 14 days subject to collateral; remaining funding is at the investor’s discretion.
• The company reported that proceeds are intended to support clinical development and regulatory activities, working capital and general corporate purposes.
• Separately, on June 1, 2026 director Karim Galzahr resigned and the board appointed Dr. Craig Eagle (current Chief Medical Officer of Guardant Health) to fill the vacancy.

Key Details

• Financing size: up to $10.0 million in senior secured convertible notes; original issue discount of 7.5% applies to each funded tranche and is included in principal.
• Note economics: 9.0% annual interest (monthly), tranche maturity nine months after advance (no tranche may mature later than 24 months from issue date), holder conversion price $2.05/share; holder conversion subject to 4.99% beneficial ownership cap (can be increased to 9.99% with notice).
• Equity issued to investor: 275,000 common shares (commitment shares) plus a warrant exercisable through June 30, 2031 to purchase 1,750,000 shares at $2.85/ share (subject to adjustment and exercise limits).
• Security and covenants: first‑priority security interest in substantially all assets (certain IP excluded but rights to payments from IP included); negative covenants limit certain financings, dividends and share repurchases; investor has participation, right of first refusal, rollover and most‑favored‑nation rights.
• Corporate actions & registration: company agreed to file a resale registration statement for issued/issuable shares within 90 days and use commercially reasonable efforts to have it declared effective within 180 days; exchange cap limits issuances that would require NYSE American stockholder approval to 19.99% until approval obtained.

Why It Matters

• Dilution and resale: the deal includes immediate equity (275,000 shares) and potential dilution from conversion and warrants (conversion price $2.05; warrant $2.85). The company’s commitments to file a resale registration could enable investor resale once effective, which matters for share supply and market liquidity.
• Balance sheet and priority: the note is secured by substantially all company assets, giving the investor priority over other unsecured creditors while obligations remain outstanding. Prepayment and default provisions (including acceleration to 125% of obligations and higher default interest) create meaningful financial penalties if covenants/defaults occur.
• Financing runway and governance: proceeds are earmarked for clinical and regulatory work—critical for a biotech—while investor rights (participation, ROFR, MFN) may influence future financings. The board appointment of Dr. Craig Eagle adds an experienced oncology executive to the board, which could be relevant to clinical strategy and investor perception.