OS Therapies Inc.

01/14/2025 | Press release | Distributed by Public on 01/14/2025 19:27

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Auerbach Shalom
2. Issuer Name and Ticker or Trading Symbol
OS Therapies Inc [OSTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
15 ATLANTIC AVENUE, SUITE M2
3. Date of Earliest Transaction (Month/Day/Year)
08/02/2024
(Street)
LYNBROOK, NY 11563
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 08/02/2024 C 23,371 A (2) 23,371 D
Common Stock, par value $0.001 per share 08/02/2024 C 633,980 A (3) 1,438,355 I See Footnote(1)
Common Stock, par value $0.001 per share 08/02/2024 C 27,486 A (4) 1,465,841 I See Footnote(1)
Common Stock, par value $0.001 per share 08/02/2024 C 270,465 A (5) 1,736,306 I See Footnote(1)
Common Stock, par value $0.001 per share 08/02/2024 C 53,468 A (6) 1,789,774 I See Footnote(1)
Common Stock, par value $0.001 per share 08/02/2024 C 131,472 A (7) 1,921,246 I See Footnote(1)
Common Stock, par value $0.001 per share 08/02/2024 C 78,710 A (8) 1,999,956 I See Footnote(1)
Common Stock, par value $0.001 per share 08/02/2024 C 88,940 A (9) 2,088,896 I See Footnote(1)
Common Stock, par value $0.001 per share 08/02/2024 C 179,027 A (10) 2,267,923 I See Footnote(1)
Common Stock, par value $0.001 per share 08/02/2024 C 51,035 A (11) 2,318,958 I See Footnote(1)
Common Stock, par value $0.001 per share 08/02/2024 C 178,135 A (12) 2,497,093 I See Footnote(1)
Common Stock, par value $0.001 per share 08/02/2024 C 50,838 A (13) 2,547,931 I See Footnote(1)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note $1.31 08/02/2024 C $25,000 (2) 10/31/2024 Common Stock 23,371 $ 0 0 D
Convertible Promissory Note $2 08/02/2024 C $1,150,000 (3) 10/31/2024 Common Stock 633,980 $ 0 0 I See Footnote(1)
Convertible Promissory Note $2 08/02/2024 C $50,000 (4) 10/31/2024 Common Stock 27,486 $ 0 0 I See Footnote(1)
Convertible Promissory Note $2 08/02/2024 C $500,000 (5) 10/31/2024 Common Stock 270,465 $ 0 0 I See Footnote(1)
Convertible Promissory Note $2 08/02/2024 C $100,000 (6) 10/31/2024 Common Stock 53,468 $ 0 0 I See Footnote(1)
Convertible Promissory Note $2 08/02/2024 C $250,000 (7) 10/31/2024 Common Stock 131,472 $ 0 0 I See Footnote(1)
Convertible Promissory Note $2 08/02/2024 C $150,000 (8) 10/31/2024 Common Stock 78,710 $ 0 0 I See Footnote(1)
Convertible Promissory Note $2 08/02/2024 C $170,000 (9) 10/31/2024 Common Stock 88,940 $ 0 0 I See Footnote(1)
Convertible Promissory Note $2 08/02/2024 C $350,000 (10) 10/31/2024 Common Stock 179,027 $ 0 0 I See Footnote(1)
Convertible Promissory Note $2 08/02/2024 C $100,000 (11) 10/31/2024 Common Stock 51,035 $ 0 0 I See Footnote(1)
Convertible Promissory Note $2 08/02/2024 C $350,000 (12) 10/31/2024 Common Stock 178,135 $ 0 0 I See Footnote(1)
Convertible Promissory Note $2 08/02/2024 C $100,000 (13) 10/31/2024 Common Stock 50,838 $ 0 0 I See Footnote(1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Auerbach Shalom
15 ATLANTIC AVENUE
SUITE M2
LYNBROOK, NY 11563
X
Einodmil LLC
396 OAKLAND AVENUE
CEDARHURST, NY 11516
X

Signatures

/s/ Shalom Auerbach 01/14/2025
**Signature of Reporting Person Date
/s/ Shalom Auerbach, Principal of Einodmil LLC 01/14/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The shares of common stock, par value $0.001 per share (the "Common Stock"), of the Issuer are held directly by Einodmil LLC ("Einodmil"). Mr. Auerbach serves as the Principal of Einodmil and exercises voting and dispositive power over the shares held by Einodmil. Mr. Auerbach disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
(2) The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Mr. Auerbach in the principal amount of $25,000 at a conversion price of $1.31 per share.
(3) The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $1,150,000 at a conversion price of $2.00 per share.
(4) The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $50,000 at a conversion price of $2.00 per share.
(5) The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $500,000 at a conversion price of $2.00 per share.
(6) The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $100,000 at a conversion price of $2.00 per share.
(7) The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $250,000 at a conversion price of $2.00 per share.
(8) The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $150,000 at a conversion price of $2.00 per share.
(9) The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $170,000 at a conversion price of $2.00 per share.
(10) The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $350,000 at a conversion price of $2.00 per share.
(11) The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $100,000 at a conversion price of $2.00 per share.
(12) The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $350,000 at a conversion price of $2.00 per share.
(13) The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $100,000 at a conversion price of $2.00 per share.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.