New insider Auerbach Shalom claimed ownership of 804,375 shares (SEC Form 3)
$OSTX
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/31/2024 |
3. Issuer Name and Ticker or Trading Symbol
OS Therapies Inc [ OSTX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $0.001 per share | 804,375 | I | See footnote(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Convertible Promissory Note | (2) | 10/31/2024 | Common Stock | $25,000 | (2) | D | |
| Convertible Promissory Note | (3) | 10/31/2024 | Common Stock | $1,150,000 | (3) | I | See footnote(1) |
| Convertible Promissory Note | (4) | 10/31/2024 | Common Stock | $50,000 | (4) | I | See footnote(1) |
| Convertible Promissory Note | (5) | 10/31/2024 | Common Stock | $500,000 | (5) | I | See footnote(1) |
| Convertible Promissory Note | (6) | 10/31/2024 | Common Stock | $100,000 | (6) | I | See footnote(1) |
| Convertible Promissory Note | (7) | 10/31/2024 | Common Stock | $250,000 | (7) | I | See footnote(1) |
| Convertible Promissory Note | (8) | 10/31/2024 | Common Stock | $150,000 | (8) | I | See footnote(1) |
| Convertible Promissory Note | (9) | 10/31/2024 | Common Stock | $170,000 | (9) | I | See footnote(1) |
| Convertible Promissory Note | (10) | 10/31/2024 | Common Stock | $350,000 | (10) | I | See footnote(1) |
| Convertible Promissory Note | (11) | 10/31/2024 | Common Stock | $100,000 | (11) | I | See footnote(1) |
| Convertible Promissory Note | (12) | 10/31/2024 | Common Stock | $350,000 | (12) | I | See footnote(1) |
| Convertible Promissory Note | (13) | 10/31/2024 | Common Stock | $100,000 | (13) | 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. Represents the outstanding principal amount of a convertible promissory note held by Mr. Auerbach, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 80% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $19.0 million. |
| 3. Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million. |
| 4. Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million. |
| 5. Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million. |
| 6. Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million. |
| 7. Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million. |
| 8. Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million. |
| 9. Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million. |
| 10. Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million. |
| 11. Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million. |
| 12. Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million. |
| 13. Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million. |
| /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 5 (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. | ||