SEC Form SCHEDULE 13G filed by OS Therapies Incorporated
$OSTX
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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OS Therapies Incorporated (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
68764Y207 (CUSIP Number) |
04/09/2025 (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
AYALA PHARMACEUTICALS, INC. | ||||||||
| 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
DELAWARE
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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
2,164,215.00 | ||||||||
| 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)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: With regard to Rows (5), (7) and (9), please see Item 4.
Row (11) is based on 21,663,811 shares of Common Stock reported as outstanding as of March 28, 2025 in the Issuer's Annual Report on Form 10-K, filed with the SEC on March 31, 2025.
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:
Ayala Pharmaceuticals, Inc. ("Ayala") | |
| (b) | Address or principal business office or, if none, residence:
21 Brownlee Place, Suite # 327 Basking Ridge, NJ 07920-9998 | |
| (c) | Citizenship:
United States | |
| (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:
2,164,215 shares of Common Stock. Such shares exclude (i) a warrant issued to Ayala to purchase 2,166,381 shares of Common Stock (the "Warrant" and the shares of Common Stock issuable thereunder, the "Warrant Shares") and (ii) subject to obtaining approval of the stockholders of the Issuer, issuance to Ayala of an additional 444,041 shares of Common Stock (the "Additional Consideration Shares"). The Warrant may not be exercised to the extent that the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation"), which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. Accordingly, subject to the Beneficial Ownership Limitation and said stockholder approval, Ayala may be deemed to beneficially own the Warrant Shares and the Additional Consideration Shares. | |
| (b) | Percent of class:
See Row (11) of the cover page of the Reporting Person above. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row (5) of the cover page of the Reporting Person above and note in Item 4 above | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row (7) of the cover page of the Reporting Person above and note in Item 4 above. | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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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