OS Therapies Inc

As filed with the Securities and Exchange Commission on November 12, 2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

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

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, 15 th 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.

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.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the Registration Statement filed with the Securities and Exchange Commission becomes effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Up to a Maximum of $15,000,000 in Shares of Common Stock

165,746 Shares as Initial Commitment Shares

and

Up to 450,000 Shares as True-Up Shares

This prospectus relates to the resale from time to time by Square Gate Capital Master Fund, LLC — Series 3, a Delaware limited liability company (the “Investor”), of our shares of common stock, par value $0.001 per share, in an offering amount of up to $15,000,000 (the “ELOC Shares”), which would represent approximately 5,597,015 shares based on the closing price of our shares on the NYSE American on November 11, 2024 of $2.68 per share, that have been or may be issued by us to the Investor pursuant to the Equity Purchase Agreement, dated as of October 31, 2024, between our company and the Investor (the “ELOC Purchase Agreement”), establishing a committed equity facility (the “Facility” or “Equity Line of Credit”). This prospectus also relates to (i) 165,746 shares that have been issued to the to the Investor pursuant to the ELOC Purchase Agreement, being the commitment shares for the Facility (the “Initial Commitment Shares”), and (ii) up to an additional 450,000 shares (the “True-Up Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”), which will be issued only if the closing price of our common stock on the day this registration statement is declared effective by the SEC is below $2.715, the closing price of our common stock on October 30, 2024, the trading day immediately preceding the date the ELOC Purchase Agreement was executed (the “Commitment Share Reference Price”).

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the ELOC Shares by the Investor. However, we may receive up to $15,000,000 in aggregate gross proceeds from the Investor under the ELOC Purchase Agreement in connection with sales of the ELOC Shares to the Investor pursuant to the ELOC Purchase Agreement after the date of this prospectus. See“The Equity Line of Credit” for a description of the ELOC Purchase Agreement and the Facility and“Selling Stockholder”for additional information regarding the Investor.

The Investor may offer, sell or distribute all or a portion of the ELOC Shares hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of the ELOC Shares. The Investor is an underwriter under the Securities Act of 1933, as amended (the “Securities Act”), and will pay or assume any discounts, commissions or concessions received by them except as set forth in the ELOC Purchase Agreement. Although the Investor is obligated to purchase our ELOC Shares under the terms of the ELOC Purchase Agreement to the extent we choose to sell such ELOC Shares to it (subject to certain conditions), there can be no assurances that the Investor will sell any or all of the ELOC Shares purchased under the ELOC Purchase Agreement pursuant to this prospectus. See“Plan of Distribution.”

We completed our initial public offering on July 31, 2024. Our common stock has traded on the NYSE American under the symbol “OSTX” since August 1, 2024. On November 11, 2024, the closing price of our shares on the NYSE American was $2.68 per share.

Given the relative lack of liquidity in our stock, sales of a substantial number of our shares under the registration statement of which this prospectus is a part could result in a significant decline in the market price of our common stock. Investing in our shares is highly speculative and involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our shares in “Risk Factors” beginning on page 11 of this prospectus.

We are an “emerging growth company” and “smaller reporting company” as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so after this offering in future filings.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is _______, 2024