OS Therapies Inc 10-Q

Item 1A. Risk Factors. 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. 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. 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. In addition, sales by the Holders of a significant number of shares of common stock, or the perception that such sales could occur, could materially adversely affect the trading price of our common stock. Even if the Holders do not sell their shares immediately, the registration of such shares for resale could increase market uncertainty and put downward pressure on our stock price. We cannot predict the effect, if any, that future sales or the availability of shares for sale will have on the trading price of our common stock. 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. 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. 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. 47 It is not possible to predict the aggregate proceeds resulting from sales made under the Sales Agreement. 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. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. 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.