OS Therapies Inc.

01/14/2025 | Press release | Distributed by Public on 01/14/2025 19:26

Initial Statement of Beneficial Ownership (Form 3)

Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 INITIAL STATEMENT OF 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. Date of Event Requiring Statement (Month/Day/Year)
07/31/2024 		3. Issuer Name and Ticker or Trading Symbol
OS Therapies Inc [OSTX]
(Last) (First) (Middle)
15 ATLANTIC AVENUE, SUITE M2 		4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
LYNBROOK, NY 11563 		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 Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.001 per share 804,375 I See footnote(1)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(Month/Day/Year) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note (2) 10/31/2024 Common Stock $25,000 (2) D
Convertible Promissory Note (3) 10/31/2024 Common Stock $1,150,000 (3) I See footnote(1)
Convertible Promissory Note (4) 10/31/2024 Common Stock $50,000 (4) I See footnote(1)
Convertible Promissory Note (5) 10/31/2024 Common Stock $500,000 (5) I See footnote(1)
Convertible Promissory Note (6) 10/31/2024 Common Stock $100,000 (6) I See footnote(1)
Convertible Promissory Note (7) 10/31/2024 Common Stock $250,000 (7) I See footnote(1)
Convertible Promissory Note (8) 10/31/2024 Common Stock $150,000 (8) I See footnote(1)
Convertible Promissory Note (9) 10/31/2024 Common Stock $170,000 (9) I See footnote(1)
Convertible Promissory Note (10) 10/31/2024 Common Stock $350,000 (10) I See footnote(1)
Convertible Promissory Note (11) 10/31/2024 Common Stock $100,000 (11) I See footnote(1)
Convertible Promissory Note (12) 10/31/2024 Common Stock $350,000 (12) I See footnote(1)
Convertible Promissory Note (13) 10/31/2024 Common Stock $100,000 (13) 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 5(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) Represents the outstanding principal amount of a convertible promissory note held by Mr. Auerbach, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 80% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $19.0 million.
(3) Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
(4) Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
(5) Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
(6) Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
(7) Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
(8) Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
(9) Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
(10) Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
(11) Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
(12) Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
(13) Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
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.