Item 1.02. Termination of a Material Definitive Agreement. On July 23, 2026, OS Therapies Incorporated (the “Company”) delivered to B. Riley Securities, Inc. and JonesTrading Institutional Services LLC (together, the “Sales Agents”) written notice of termination of the At Market Issuance Sales Agreement, dated August 8, 2025 (the “Sales Agreement”), between the Company and the Sales Agents, pursua…
OS Therapies is a clinical stage oncology company focused on the identification, development, and commercialization of treatments for Osteosarcoma and other solid tumors. The Company is the world leader in gene-edited, Listeria-based cancer immunotherapies. Herlystic™, the Company’s lead asset, is an immunotherapy leveraging the immune-stimulatory effects of Listeria bacteria to initiate a strong immune response targeting the HER2 protein. Herlystic™ is designed to target two mutated extracellular epitopes and one mutated intracellular epitope of the HER2 oncogene, requiring only one of these three epitopes to be present in a tumor (or micro-metastasis) to trigger the desired immune response. Herlystic™ has received Orphan Drug Designation (ODD), Fast Track Designation (FTD) and Rare Pediatric Disease Designation (RPDD) from the U.S. Food & Drug Administration and has received ODD, FTD and Advanced Therapy Medicinal Products (ATMP) from the European Medicines Agency.
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Item 1.02Item 1.02 - Termination of Material Agreement
Item 1.02. Termination of a Material Definitive
Agreement.
On July 23, 2026, OS Therapies
Incorporated (the “Company”) delivered to B. Riley Securities, Inc. and JonesTrading Institutional Services LLC (together,
the “Sales Agents”) written notice of termination of the At Market Issuance Sales Agreement, dated August 8, 2025 (the “Sales
Agreement”), between the Company and the Sales Agents, pursuant to Sections 13(b) and 14 thereof. The termination became effective
on July 28, 2026.
As previously disclosed, the
Sales Agreement provided the Company with the ability to offer and sell shares of its common stock from time to time having an aggregate
offering price of up to $18,000,000 through or to the Sales Agents. On August 25, 2025, the Company filed a prospectus supplement relating
to the Sales Agreement (the “Prospectus Supplement”), pursuant to which the Company could offer and sell shares of its common
stock having an aggregate offering price of up to $18,000,000. At the time the Company delivered the notice to terminate, and at the time
of termination, the Company had sold an aggregate of 282,679 shares of its common stock for aggregate gross proceeds of approximately
$530,162 under the Sales Agreement and the Prospectus Supplement, and approximately $17,469,838 remained unsold thereunder. No further
shares of the Company’s common stock may or will be offered or sold under the Sales Agreement or the Prospectus Supplement. In addition,
no termination fees or other payments were due by either party in connection with the termination of the Sales Agreement.