S-1 1 ea0242567-01.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on May 23, 2025

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________________

FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

_________________________

OS THERAPIES INCORPORATED
(Exact name of registrant as specified in its charter)

_________________________

Delaware		2834		82-5118368
(State or other jurisdiction of incorporation or organization)		(Primary SIC Code)		(IRS Employer Identification No.)

115 Pullman Crossing Road, Suite #103
Grasonville, Maryland 21638
(410) 297-7793
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_________________________

Paul A. Romness, MPH
President and Chief Executive Officer
OS Therapies Incorporated
115 Pullman Crossing Road, Suite #103
Grasonville, Maryland 21638
(410) 297-7793
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_________________________

Copies to:

Spencer G. Feldman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas, 15th Floor
New York, New York 10019
(212) 451-2300

_________________________

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

_________________________

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

		Page
ABOUT THIS PROSPECTUS		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		11
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		12
USE OF PROCEEDS		13
DESCRIPTION OF THE TRANSACTIONS		14
SELLING STOCKHOLDERS		17
PLAN OF DISTRIBUTION		21
LEGAL MATTERS		24
EXPERTS		24
WHERE YOU CAN FIND MORE INFORMATION		24
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		25

Securities being offered by the selling stockholders		Up to 7,493,874 shares of our common stock.
Use of proceeds		We will not receive any proceeds from any sale of the shares being offered for sale by the selling stockholders, except upon the exercise of the Series A Warrants and Agent Warrants currently outstanding that are not exercised on a cashless basis. For more information on the use of proceeds, see “Use of Proceeds” on page 13.
Risk factors		You should carefully read the “Risk Factors” section of this prospectus for a discussion of factors that you should consider before deciding to invest in our common stock.
Trading symbol		Our common stock trades on the NYSE American under the symbol “OSTX.”

Name of Stockholder	Common Shares Beneficially Owned Before Offering		No. of Common Shares issuable upon conversion of Series A Preferred Stock	No. of Common Shares issuable upon exercise of Warrants	Maximum No. of Common Shares offered hereby(1)	Common Shares Beneficially Owned After Offering
Name of Stockholder	No.(2)	%(2)		No. of Common Shares issuable upon exercise of Warrants	Maximum No. of Common Shares offered hereby(1)	No.(2)	%(2)
BAI1 LLC(3)	250,000	*	347,858	565,268	913,126	250,000	*
Einodmilip, LLC(4)	—	—	71,429	116,072	187,501	—	—
Clayton A. Struve	—	—	7,143	11,608	18,751	—	—
Cotswold Group LLC(5)	44,642	*	7,143	11,608	18,751	44,642	*
David Dent	44,642	*	7,143	11,608	18,751	44,642	*
David I Lubetkin Revocable Trust dated 8/31/2017(6)	22,321	*	3,572	5,804	9,376	22,321	*
David S. Nagelberg 2003 Revocable Trust dated 7/2/2003(7)	—	—	14,286	23,215	37,501	—	—
Deschutes I LP(8)	44,462	*	7,143	11,608	18,751	44,462	*
Donald P. Sesterhenn	8,928	*	1,429	2,322	3,751	8,928	*
Dyke Rogers	12,500	*	7,143	11,608	18,751	12,500	*

Name of Stockholder	Common Shares Beneficially Owned Before Offering			No. of Common Shares issuable upon conversion of Series A Preferred Stock	No. of Common Shares issuable upon exercise of Warrants	Maximum No. of Common Shares offered hereby(1)	Common Shares Beneficially Owned After Offering
Name of Stockholder	No.(2)	%(2)			No. of Common Shares issuable upon exercise of Warrants	Maximum No. of Common Shares offered hereby(1)	No.(2)	%(2)
Ernest W. Moody Revocable Trust(9)	—	—		42,858	69,643	112,501	—	—
Hackett Family Trust(10)	—	—		14,286	23,215	37,501	—	—
John Hughes	8,928	*		1,429	2,322	3,751	8,928	*
Kassandra Hendricks Gift Trust(11)	178,571	*		28,572	46,429	75,001	178,571	*
Kathleen M. Hendricks Trust(12)	89,286	*		14,286	23,215	37,501	89,286	*
Kevin J. Hendricks	21,658	*		46,429	75,447	121,876	21,658	*
Larry Pickett	63,569	*		7,143	11,608	18,751	63,569	*
Larry Tubbs	328,592	1.2	%	35,715	58,036	93,751	328,592	1.2	%
Lars Bader	186,250	*		106,429	172,947	279,376	186,250	*
LTD III LLC(13)	46,742	*		7,143	11,608	18,751	46,742	*
Peter Hegel	46,742	*		2,858	4,643	7,501	46,742	*
Rohlinger Family Living Trust(14)	12,500	*		7,143	11,608	18,751	12,500	*
Scott C. Rooney	—	—		14,286	23,215	37,501	—	—
Steven D. Ward	6,250	*		3,572	5,804	9,376	6,250	*
A.G. Family L.P.(15)	81,250	*		46,429	75,447	121,876	81,250	*
Thomas A. Satterfield 2021 Revocable Trust(16)	25,000	*		14,286	23,215	37,501	25,000	*
Tomsat Investment & Trading Co., Inc.(17)	50,000	*		28,572	46,429	75,001	50,000	*
George Pontikes	18,750	*		10,715	17,411	28,126	18,750	*
Shoup Revocable Trust(18)	14,500	*		8,286	13,465	21,751	14,500	*
John Sabey	12,500	*		7,143	11,608	18,751	12,500	*
Ahmed Gheith(19)(23)	—	—		57,143	92,858	150,001	—	—
Edgar D. Jannotta, Jr. Revocable Trust(20)	100,000	*		17,858	29,018	46,876	100,000	*
Tichenor Ventures, LLC(21)	31,250	*		14,286	23,215	37,501	31,250	*
Stephen D’Antonio	—	—		3,572	12,282	15,854	—	—
Michael Fontaine(23)	—	—		—	2,703	2,703	—	—
Madockawando Holdings, LLC(22)(23)	—	—		—	13,605	13,605	—	—
Harris Lydon(23)	—	—		—	4,317	4,317	—	—
Scott Katzmann(23)	—	—		—	2,460	2,460	—	—
Graham Powis(23)	—	—		—	2,007	2,007	—	—
Patrick Sturgeon(23)	—

SEC Form S-1 filed by OS Therapies Incorporated