Amendment: SEC Form SCHEDULE 13G/A filed by OS Therapies Incorporated
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Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)
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OS Therapies Incorporated (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
68764Y207 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 68764Y207 |
| 1 | Names of Reporting Persons
Thomas A. Satterfield, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,115,681.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: * Based on (i) 28,097,697 shares of common stock of the issuer outstanding as of May 13, 2025, as reported by the issuer in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 and (ii) the sale of an additional 3,764,995 shares of common stock as reported by the issuer in its Current Report on Form 8-K filed on July 14, 2025. In addition to 1,943,806 shares of common stock, the Reporting Person may be deemed to beneficially own (i) 558,034 shares of the issuer's Series A Senior Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"), convertible into shares of the issuer's common stock based upon the conversion ratio set forth in the applicable Certificate of Designation (initially on a one-for-one basis, subject to adjustment) and (ii) 613,841 warrants to purchase one share of common stock (the "Warrants"), at an initial exercise price of $3.00 per share (subject to adjustment). The share numbers set forth herein represent the number of shares of common stock held by the Reporting Person and assume the conversion of the Series A Preferred Stock into common stock and the exercise of the Warrants.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
OS Therapies Incorporated | |
| (b) | Address of issuer's principal executive offices:
115 Pullman Crossing Road, Suite 103, Grasonville, MD 21638 | |
| Item 2. | ||
| (a) | Name of person filing:
Thomas A. Satterfield, Jr. | |
| (b) | Address or principal business office or, if none, residence:
15 Colley Cove Drive
Gulf Breeze, Florida 32561 | |
| (c) | Citizenship:
Incorporated by reference from Item 4 of the Cover Page. | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
68764Y207 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Incorporated by reference from Item 9 of the Cover Page. | |
| (b) | Percent of class:
Incorporated by reference from Item 11 of the Cover Page. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Incorporated by reference from Item 5 of the Cover Page. | ||
| (ii) Shared power to vote or to direct the vote:
Incorporated by reference from Item 6 of the Cover Page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Incorporated by reference from Item 7 of the Cover Page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Incorporated by reference from Item 8 of the Cover Page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
With respect to the beneficial ownership reported for Thomas A. Satterfield, Jr., 196,429 shares of common stock, 178,571 shares of common stock issuable upon the conversion of the Series A Preferred Stock (as defined on the Cover Page) and 196,429 shares of common stock issuable upon the exercise of the Warrants (as defined on the Cover Page) are held by Tomsat Investment & Trading Co., Inc., a corporation controlled by Mr. Satterfield and of which he serves as President; 319,197 shares of common stock, 290,178 shares of common stock issuable upon the conversion of the Series A Preferred Stock and 319,197 shares of common stock issuable upon the exercise of the Warrants are held by A.G. Family L.P., a partnership managed by a general partner controlled by Mr. Satterfield; 375,000 shares of common stock are held by Caldwell Mill Opportunity Fund, LLC, a fund managed by an entity of which Mr. Satterfield owns a 50% interest and serves as Chief Investment Manager; and 943,750 shares of common stock are held by Satterfield Vintage Investments, L.P. Tomsat Investment & Trading Co., Inc. and A.G. Family L.P. jointly own a majority of Satterfield Vintage Investments, L.P.'s equity, and Tomsat Investment & Trading Co., Inc. is the general partner of Satterfield Vintage Investments, L.P. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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