OS Therapies Inc: warrant exercise inducement and exchange offer

What happened

• The company announced on Oct 11, 2026 that it commenced an offer (the "Inducement Offer") to less than 10 accredited investors to exercise, or pre-fund the exercise of, certain outstanding warrants for cash at an inducement exercise price of $1.30 per share pursuant to inducement offer letters.
• On Oct 15, 2026 the company completed an initial closing in which seven holders exercised or pre-funded Existing Warrants to purchase an aggregate of 5,517,253 shares and the company issued New Warrants to purchase up to 5,517,253 shares. The company received aggregate gross proceeds of approximately $7,200,000 from the initial closing and expects aggregate gross proceeds of approximately $12,300,000 if all Existing Warrants are exercised or pre-funded.

Key details

• Existing Warrants include warrants to purchase an aggregate of 8,038,060 shares with a current exercise price of $1.40 per share and warrants to purchase an aggregate of 1,410,000 shares with a current exercise price of $2.85 per share, for a total of up to 9,448,060 shares underlying Existing Warrants.
• Under the Inducement Offer, each participating holder will exercise or pre-fund at $1.30 per share and, in exchange, receive New Warrants to purchase a number of shares equal to 100% of the shares issued upon such exercise (up to an aggregate of 9,448,060 New Warrant Shares if all Existing Warrants are exercised or pre-funded).
• New Warrants have an exercise price of $1.40 per share, are immediately exercisable, expire five years from issuance, include ownership limitations of 4.99% (or 9.99% if elected), and contain forced exercise and cashless exercise provisions. On the expiration date the New Warrants will be automatically exercised via cashless exercise.
• A holder may pre-fund by paying the Inducement Exercise Price less $0.001 per share, which will reduce the Remaining Exercise Price of the applicable Existing Warrants to $0.001 per share. The company engaged a registered broker-dealer as solicitation agent and agreed to pay a cash fee equal to 7.0% of gross proceeds plus a non-accountable expense allowance of $25,000.
• The Inducement Offer commenced on Oct 11, 2026 and will expire at 11:59 p.m., Eastern time, on Oct 30, 2026. The company agreed to file a resale registration statement covering the New Warrant Shares on or before Nov 30, 2026 and to use commercially reasonable efforts to have it declared effective within 30 calendar days (or within 90 calendar days if the SEC conducts a full review).

Why it may matter

• Item 1.01 reports a material definitive agreement relating to the Inducement Offer and issuance of New Warrants; Item 3.02 reports unregistered sales of equity securities in connection with the transactions; Item 8.01 furnishes a press release dated Oct 19, 2026 announcing the initial closing. The filing does not show why the insider traded or why the company acted.