OS Therapies Inc
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
OSTX$1.00+2.0%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-18.
0001213900-25-077916
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001213900-25-110829
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 5 previous paragraphs and 10 current paragraphs.
3 unchanged; 2 reworded; 5 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
You should carefully consider the factors discussed under the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K filed with the SEC on March 31, 2025, as such factors could materially affect our business, financial condition, and future results. The risks described in such annual report are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may have a material adverse impact on our business, financial condition, or results of operations. There have been no material changes to the risk factors identified in our most recent Annual Report on Form 10-K, other than as set forth below.
Added paragraphs (5)
Current report
Sales of a substantial number of shares of our common stock, including those issued pursuant to the Sales Agreement, could cause the market price of our common stock to decline.
Current report
The sale of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could cause the market price of our common stock to decline. Although we cannot predict the exact number of shares that may be sold pursuant to the Sales Agreement or the price at which any sales may occur, the issuance and sale of up to $18,000,000 of our common stock pursuant to the Sales Agreement may result in the issuance of 10,285,714 additional shares (based on an assumed offering price of $1.75 per share, the closing price of our common stock on the NYSE American on August 7, 2025). Based on our shares outstanding as of August 7, 2025, and assuming full issuance of such shares, we would have 41,909,790 shares of common stock outstanding (excluding any shares issuable upon the conversion or exercise, as applicable, of outstanding preferred stock, warrants, or stock options). A substantial majority of the outstanding shares of our common stock are, and all of the shares sold in this offering upon issuance will be, freely tradable without restriction or further registration under the Securities Act, unless such shares are owned or purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act.
Current report
In addition, as of August 7, 2025, there were outstanding (i) 642,500 shares of Series A convertible preferred stock convertible into an aggregate of 2,294,643 shares of common stock, (ii) warrants to purchase an aggregate of 9,490,184 shares of common stock, and (iii) options to purchase an aggregate of 2,735,000 shares of our common stock, of which options to purchase 795,000 shares of our common stock were then exercisable. The shares of our common stock issuable upon conversion or exercise, as applicable, of such securities may be immediately eligible for resale in the open market. Any such sales, or the perception that such sales could occur, could cause the market price of our common stock to decline and may make it more difficult for us to raise capital in the future.
Current report
Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the Sales Agents at any time throughout the term of the Sales Agreement. The number of shares that are sold through the Sales Agents, if any, after delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with the Sales Agents in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the aggregate proceeds to be raised in connection with those sales.
Current report
Investors who purchase shares pursuant to the Sales Agreement at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and number of shares sold pursuant to the Sales Agreement. In addition, subject to the final determination by our board of directors, there is no minimum or maximum sales price for shares to be sold pursuant to the Sales Agreement. Investors may experience a decline in the value of the shares they purchase pursuant to the Sales Agreement as a result of sales made at prices lower than the prices they paid.
Reworded paragraphs (2)
Previous wording
The issuance of shares in connection with the Offering and the resale of a significant number of shares by the selling stockholders, or the perception that such sales may occur, could adversely affect the market price of our common stock.
Current wording
The issuance of shares in connection with the Offerings and the resale of a significant number of shares by the Holders, or the perception that such sales may occur, could adversely affect the market price of our common stock.
Previous wording
During the Inducement Period, we issued to the Holders New Warrants exercisable for an aggregate of 3,764,995 shares of common stock in exchange for the cash exercise of their Existing Warrants for an equal number of shares, pursuant to the Inducement Letters. In the future, we may issue additional shares of common stock or other securities convertible into or exercisable for common stock. These issuances and any future issuance could result in substantial dilution to our existing stockholders and negatively affect the market price of our common stock.
Current wording
During the Inducement Periods, we issued to the Holders New Warrants exercisable for an aggregate of 4,566,391 shares of common stock in exchange for the cash exercise of their Existing Warrants for an equal number of shares, pursuant to the Inducement Letters. In the future, we may issue additional shares of common stock or other securities convertible into or exercisable for common stock. These issuances and any future issuance could result in substantial dilution to our existing stockholders and negatively affect the market price of our common stock.