OS Therapies Inc 8-K, filed Sep 10, 2026
OS Therapies Inc (OSTX)
About this 8-K
OS Therapies Inc filed this 8-K on September 10, 2026.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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CURRENT REPORT ON FORM 8-K
OS Therapies Incorporated
September 10, 2026
Item 8.01. Other Events.
On September 10, 2026, OS Therapies Incorporated (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Prospectus Supplement”), which forms a part of the Company’s registration statement on Form S-3 (File No. 333-289443), which was previously filed with the SEC on August 8, 2025 and declared effective on August 25, 2025. The Prospectus Supplement covers the resale from time to time of up to 5,874,094 shares of the Company’s common stock (the “Shares”) by the selling stockholders referenced in the Prospectus Supplement. The Company is filing this Current Report on Form 8-K to provide the legal opinion of its counsel, Olshan Frome Wolosky LLP, regarding the legality of Shares, which is attached hereto as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 5.1 | Opinion of Olshan Frome Wolosky LLP. | |
| 23.1 | Consent of Olshan Frome Wolosky LLP (included in its opinion filed as Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OS THERAPIES INCORPORATED | |||
| Dated: September 10, 2026 | By: | /s/ Paul A. Romness, MPH | |
| Name: | Paul A. Romness, MPH | ||
| Title: | President and Chief Executive Officer | ||
2
Exhibit 5.1
September 10, 2026
OS Therapies Incorporated
115 Pullman Crossing Road, Suite #103
Grasonville, Maryland 21638
Ladies and Gentlemen:
We are acting as counsel to OS Therapies Incorporated, a Delaware corporation (the “Company”), in connection with the prospectus supplement dated September 10, 2026 (the “Prospectus Supplement”) constituting a part of the Registration Statement on Form S-3 initially filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on August 8, 2025 (as it may be amended, the “Registration Statement”), which became effective on August 25, 2025, relating to the offer and resale from time to time by the selling stockholders identified in the Prospectus Supplement of up to 5,874,094 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), consisting of (i) 600,000 shares of Common Stock (the “Shares”), (ii) 900,000 shares of Common Stock (the “Pre-Funded Warrant Shares”) issuable upon exercise of certain of the Company’s outstanding pre-funded warrants (the “Pre-Funded Warrants”), (iii) 1,500,000 shares of Common Stock (the “Warrant Shares”) issuable upon exercise of certain of the Company’s outstanding warrants (the “Warrants”) and (iv) 2,874,094 shares of Common Stock (the “Conversion Shares”) issuable upon conversion of the Company’s outstanding senior secured convertible promissory notes (the “Notes”).
We advise you that we have examined executed originals or copies certified or otherwise identified to our satisfaction of the following documents: (a) the Registration Statement, (b) the Prospectus Supplement, (c) the Pre-Funded Warrants, (d) the Warrants, (e) the Notes, (f) the Company’s Third Amended and Restated Certificate of Incorporation, as amended to date, (g) the Company’s Amended and Restated Bylaws, as amended to date, and (h) certain resolutions adopted by the Board of Directors of the Company. In addition, we have examined and relied upon such corporate records and other documents, instruments and certificates of officers and representatives of the Company and of public officials, and we have made such examination of law, as we have deemed necessary or appropriate for purposes of the opinions expressed below. As to certain factual matters, unless otherwise indicated, we have relied, to the extent we have deemed proper, on certificates of certain officers of the Company.
We have assumed for purposes of rendering the opinions set forth herein, without any verification by us:
| (i) | the genuineness of all signatures, the legal capacity of all natural persons to execute and deliver documents, the authenticity and completeness of documents submitted to us as originals and the completeness and conformity with authentic original documents of all documents submitted to us as copies, that all documents, books and records made available to us by the Company are accurate and complete; |
| (ii) | that each Note has been duly authorized, executed and delivered by each party thereto, that each such party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and all jurisdictions where it is conducting business or otherwise required to be so qualified, that each such party has full power, authority and legal right to enter into and perform the terms and conditions of such Note to be performed by it, that the representations and warranties of each such party as set forth in such Note when made were, and on the date hereof are, true and complete, and that such Note constitutes a legal, valid and binding obligation of each such party, enforceable against it in accordance with their respective terms and that the Company received the requisite approval from the NYSE American to list the Conversion Shares; and |
| (iii) | that each Pre-Funded Warrant and Warrant has been duly authorized, executed and delivered by each party thereto, that each such party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and all jurisdictions where it is conducting business or otherwise required to be so qualified, that each such party has full power, authority and legal right to enter into and perform the terms and conditions of such Pre-Funded Warrant or Warrant, as applicable, to be performed by it, that the representations and warranties of each such party as set forth in such Pre-Funded Warrant or Warrant, as applicable, when made were, and on the date hereof are, true and complete, and that such Pre-Funded Warrant or Warrant, as applicable constitutes a legal, valid and binding obligation of each such party, enforceable against it in accordance with their respective terms and that the Company received the requisite approval from the NYSE American to list the Pre-Funded Warrant Shares and the Warrant Shares. |
September 10, 2026
Page 2
Based upon the foregoing and subject to the qualifications, assumptions and limitations contained herein, we are of the opinion that:
| 1. | The Shares have been duly authorized and are validly issued, fully paid and nonassessable. |
| 2. | The Pre-Funded Warrant Shares have been duly authorized and, when issued, delivered and paid for upon valid exercise in accordance with the terms of the applicable Pre-Funded Warrant, will be validly issued, fully paid and nonassessable. |
| 3. | The Warrant Shares have been duly authorized and, when issued, delivered and paid for upon valid exercise in accordance with the terms of the applicable Warrant, will be validly issued, fully paid and nonassessable. |
| 4. | The Conversion Shares have been duly authorized and, when issued and delivered upon valid conversion in accordance with the terms of the applicable Note, will be validly issued, fully paid and nonassessable. |
We are members of the Bar of the State of New York. We do not express any opinion as to the effect of any laws other than the laws of the State of New York and the General Corporation Law of the State of Delaware, and the federal laws of the United States of America, as in effect on the date hereof.
This opinion letter is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly set forth herein. This opinion letter is not a guaranty nor may one be inferred or implied. This opinion letter speaks as of the date hereof and we assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in fact or law that may hereafter occur.
We hereby consent to the filing of this opinion in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act with the Commission as an exhibit to the Current Report on Form 8-K filed by the Company with the Commission on the date hereof and to the reference made to this firm under the caption “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
| Very truly yours, | |
| /s/ Olshan Frome Wolosky LLP | |
| OLSHAN FROME WOLOSKY LLP |