Large owner Auerbach Shalom converted options into 1,766,927 shares (SEC Form 4)
$OSTX
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OS Therapies Inc [ OSTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/02/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.001 per share | 08/02/2024 | C | 23,371 | A | (2) | 23,371 | D | |||
| Common Stock, par value $0.001 per share | 08/02/2024 | C | 633,980 | A | (3) | 1,438,355 | I | See Footnote(1) | ||
| Common Stock, par value $0.001 per share | 08/02/2024 | C | 27,486 | A | (4) | 1,465,841 | I | See Footnote(1) | ||
| Common Stock, par value $0.001 per share | 08/02/2024 | C | 270,465 | A | (5) | 1,736,306 | I | See Footnote(1) | ||
| Common Stock, par value $0.001 per share | 08/02/2024 | C | 53,468 | A | (6) | 1,789,774 | I | See Footnote(1) | ||
| Common Stock, par value $0.001 per share | 08/02/2024 | C | 131,472 | A | (7) | 1,921,246 | I | See Footnote(1) | ||
| Common Stock, par value $0.001 per share | 08/02/2024 | C | 78,710 | A | (8) | 1,999,956 | I | See Footnote(1) | ||
| Common Stock, par value $0.001 per share | 08/02/2024 | C | 88,940 | A | (9) | 2,088,896 | I | See Footnote(1) | ||
| Common Stock, par value $0.001 per share | 08/02/2024 | C | 179,027 | A | (10) | 2,267,923 | I | See Footnote(1) | ||
| Common Stock, par value $0.001 per share | 08/02/2024 | C | 51,035 | A | (11) | 2,318,958 | I | See Footnote(1) | ||
| Common Stock, par value $0.001 per share | 08/02/2024 | C | 178,135 | A | (12) | 2,497,093 | I | See Footnote(1) | ||
| Common Stock, par value $0.001 per share | 08/02/2024 | C | 50,838 | A | (13) | 2,547,931 | I | See Footnote(1) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Promissory Note | $1.31 | 08/02/2024 | C | $25,000 | (2) | 10/31/2024 | Common Stock | 23,371 | $0 | 0 | D | ||||
| Convertible Promissory Note | $2 | 08/02/2024 | C | $1,150,000 | (3) | 10/31/2024 | Common Stock | 633,980 | $0 | 0 | I | See Footnote(1) | |||
| Convertible Promissory Note | $2 | 08/02/2024 | C | $50,000 | (4) | 10/31/2024 | Common Stock | 27,486 | $0 | 0 | I | See Footnote(1) | |||
| Convertible Promissory Note | $2 | 08/02/2024 | C | $500,000 | (5) | 10/31/2024 | Common Stock | 270,465 | $0 | 0 | I | See Footnote(1) | |||
| Convertible Promissory Note | $2 | 08/02/2024 | C | $100,000 | (6) | 10/31/2024 | Common Stock | 53,468 | $0 | 0 | I | See Footnote(1) | |||
| Convertible Promissory Note | $2 | 08/02/2024 | C | $250,000 | (7) | 10/31/2024 | Common Stock | 131,472 | $0 | 0 | I | See Footnote(1) | |||
| Convertible Promissory Note | $2 | 08/02/2024 | C | $150,000 | (8) | 10/31/2024 | Common Stock | 78,710 | $0 | 0 | I | See Footnote(1) | |||
| Convertible Promissory Note | $2 | 08/02/2024 | C | $170,000 | (9) | 10/31/2024 | Common Stock | 88,940 | $0 | 0 | I | See Footnote(1) | |||
| Convertible Promissory Note | $2 | 08/02/2024 | C | $350,000 | (10) | 10/31/2024 | Common Stock | 179,027 | $0 | 0 | I | See Footnote(1) | |||
| Convertible Promissory Note | $2 | 08/02/2024 | C | $100,000 | (11) | 10/31/2024 | Common Stock | 51,035 | $0 | 0 | I | See Footnote(1) | |||
| Convertible Promissory Note | $2 | 08/02/2024 | C | $350,000 | (12) | 10/31/2024 | Common Stock | 178,135 | $0 | 0 | I | See Footnote(1) | |||
| Convertible Promissory Note | $2 | 08/02/2024 | C | $100,000 | (13) | 10/31/2024 | Common Stock | 50,838 | $0 | 0 | I | See Footnote(1) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The shares of common stock, par value $0.001 per share (the "Common Stock"), of the Issuer are held directly by Einodmil LLC ("Einodmil"). Mr. Auerbach serves as the Principal of Einodmil and exercises voting and dispositive power over the shares held by Einodmil. Mr. Auerbach disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. |
| 2. The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Mr. Auerbach in the principal amount of $25,000 at a conversion price of $1.31 per share. |
| 3. The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $1,150,000 at a conversion price of $2.00 per share. |
| 4. The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $50,000 at a conversion price of $2.00 per share. |
| 5. The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $500,000 at a conversion price of $2.00 per share. |
| 6. The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $100,000 at a conversion price of $2.00 per share. |
| 7. The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $250,000 at a conversion price of $2.00 per share. |
| 8. The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $150,000 at a conversion price of $2.00 per share. |
| 9. The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $170,000 at a conversion price of $2.00 per share. |
| 10. The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $350,000 at a conversion price of $2.00 per share. |
| 11. The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $100,000 at a conversion price of $2.00 per share. |
| 12. The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $350,000 at a conversion price of $2.00 per share. |
| 13. The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $100,000 at a conversion price of $2.00 per share. |
| /s/ Shalom Auerbach | 01/14/2025 | |
| /s/ Shalom Auerbach, Principal of Einodmil LLC | 01/14/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||