OS Therapies Inc. Announces Up to $10M Convertible Note Financing; $5M First Tranche Closed

What Happened

• OS Therapies Inc. (OSTX) filed an 8-K on Aug 12, 2026 disclosing a securities purchase agreement dated Aug 10, 2026 for a private placement of senior secured convertible promissory notes of up to $10.0 million, and that it closed the First Tranche on Aug 10, 2026 for $5.0 million. The financing includes notes, pre-funded warrants and five‑year warrants; a previously issued $2.2M bridge note automatically converted into note and warrant securities at closing.

Key Details

• Amounts and structure: Up to $10.0M total in two tranches (First Tranche $5.0M closed Aug 10, 2026; Second Tranche up to $5.0M optional). Initial closing issued notes with aggregate principal $5,405,405.42, 600,000 common shares, pre-funded warrants for 900,000 shares and warrants for 1,500,000 shares. Bridge note conversion produced a $2,378,378.38 note, a pre-funded warrant for 660,000 shares and a warrant for 660,000 shares.
• Note economics: 9.0% annual interest (paid monthly), nine‑month maturity per tranche, 7.5% original issue discount (OID), conversion price $2.05/share (convertible after 90 days), and a 4.99% beneficial ownership conversion cap (can be raised to 9.99% with notice).
• Warrants and pre-funded warrants: First‑tranche warrants exercise price $2.85, five‑year term (through Aug 10, 2031). Pre‑funded warrants exercise price $0.001 and no expiration. Placement agent (Ceros Financial) received cash fees (5% of subscriptions), a $60,000 non‑accountable fee, reimbursement cap $25,000, and placement agent warrants for up to 75,000 shares.
• Security, covenants and registration: Notes are secured by a first‑priority lien on substantially all assets (certain exclusions), OS Therapies UK assigned VAT and R&D tax claims to collateral agent, Company will file a resale registration statement within 30 days and use commercially reasonable efforts to have it effective within 120 days, and while notes remain outstanding the Company is restricted from variable‑rate equity transactions and certain other actions without holder consent.

Why It Matters

• This financing provides near‑term cash (at least $5.0M) to fund clinical and regulatory activities and general operations, while leaving an optional $5.0M second tranche available if investors and the company agree.
• The capital comes with meaningful investor protections and cost: the notes carry a high effective cost (OID, 9% interest, conversion at $2.05 and broad warrants), security on company assets, and covenants that limit certain future equity financings. Investors should note the short nine‑month maturities and conversion features that could dilute shareholders if notes convert.