v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 10 — SUBSEQUENT EVENTS

 

Leonite 2026 Secured Financing and Settlement

 

On June 30, 2026, the Company, together with its wholly owned subsidiaries, entered into a securities purchase agreement (the “Leonite SPA”) with Leonite Fund I, LP (“Leonite”) and related transaction documents, pursuant to which the Company issued and sold to Leonite, in a private placement (the “Leonite Private Placement”), a senior secured convertible promissory note in an aggregate principal amount of up to $10,000,000 (the “Leonite Note”). As additional consideration for Leonite’s purchase of the Leonite Note, the Company issued to Leonite (i) 275,000 shares of the Company’s common stock (the “Leonite Commitment Shares”) and (ii) a five-year warrant (the “Leonite Warrant”) to purchase up to 1,750,000 shares of the Company’s common stock at an initial exercise price of $2.85 per share, subject to adjustment.

On July 31, 2026, the Company, together with its wholly owned subsidiaries, entered into a settlement agreement and mutual release with Leonite (the “Leonite Settlement Agreement”), pursuant to which the Company paid Leonite $1,900,000 in cash (the “Leonite Settlement Payment”) and issued to Leonite 500,000 shares of the Company’s common stock (the “Leonite Settlement Shares”) on August 3, 2026 and August 6, 2026, respectively, in full and complete satisfaction of all amounts outstanding under the Leonite Note and the other transaction documents related to the Leonite Private Placement (the “Leonite Settlement”).

 

On August 2, 2026, in connection with the Leonite Settlement, the Company issued to an accredited investor a bridge convertible promissory note in the principal amount of $2,200,000 (the “August Bridge Note”) for a purchase price of $2,190,000. The August Bridge Note did not bear interest and was scheduled to mature on September 1, 2026, unless earlier converted by the holder. Upon the initial closing of a private offering by the Company of original issue discount promissory notes in an aggregate principal amount of up to $10,000,000, the outstanding principal amount of the August Bridge Note will automatically convert into the securities issued in such offering on the same terms as the other purchasers in the offering.

 

On August 3, 2026, in accordance with the terms of the August Bridge Note, the Company used the proceeds of the August Bridge Note to fund the Leonite Settlement Payment.

 

The closing of the Leonite Settlement occurred on August 6, 2026, effective as of which closing: (i) the Leonite Note and all amounts outstanding thereunder were deemed fully paid, satisfied, discharged and cancelled, and all conversion rights thereunder terminated; (ii) the Leonite Warrant terminated and was cancelled in its entirety, unexercised; (iii) the Leonite Commitment Shares were surrendered by Leonite to the Company for cancellation; (iv) the Leonite SPA, the related security agreement and all other transaction documents entered into in connection with the Leonite Private Placement terminated and ceased to be of any further force or effect, including all rights of Leonite under the participation rights, rights of first refusal, future financing rights, disclosure rights relating to future financings, rollover rights and registration rights provisions of the Leonite SPA; and (v) all security interests, liens, pledges and other collateral granted to or for the benefit of Leonite were automatically, unconditionally and irrevocably released, terminated and discharged, and all assets assigned to Leonite by OS Therapies UK Ltd., the Company’s wholly owned subsidiary (“OSUK”), including value-added tax repayments and research and development tax relief claims, reverted to OSUK free and clear of any claim or lien of Leonite.

 

2026 OID Secured Note Financing

 

On August 10, 2026, the Company, together with its wholly owned subsidiaries, entered into a securities purchase agreement (the “2026 OID Secured Note SPA”) with the purchasers signatory thereto, pursuant to which the Company agreed to issue and sell to such purchasers, in a private placement (the “August Private Placement”), senior secured convertible promissory notes in an aggregate subscription amount of up to $10,000,000 (each, a “Secured Note” and, collectively, the “Secured Notes”), consisting of (i) an initial tranche with an aggregate subscription amount of up to $5,000,000 (the “First Tranche”) and (ii) a second tranche with an aggregate subscription amount of up to $5,000,000 (the “Second Tranche” and, together with the First Tranche, the “Tranches,” and each, a “Tranche”). Each Secured Note purchased pursuant to the 2026 OID Secured Note SPA will be issued with an original issue discount equal to 7.5% of the principal amount of such Secured Note (the “OID”).

 

Pursuant to the 2026 OID Secured Note SPA, each purchaser may subscribe for one or more units (each, a “Unit”) at a purchase price of $100,000 per Unit, consisting of (i) a Secured Note in the principal amount of $108,108.11, reflecting the applicable OID, (ii) 30,000 shares of the Company’s common stock or, in lieu thereof, pre-funded warrants to purchase up to 30,000 shares of the Company’s common stock, and (iii) five-year warrants to purchase up to 30,000 shares of the Company’s common stock.

 

On August 10, 2026, the Company consummated the closing of the First Tranche (the “Initial Closing”), pursuant to which the purchasers purchased an aggregate of $5,000,000 of Units (inclusive of the August Bridge Note conversion described below), and the Company issued to such purchasers (i) Secured Notes in an aggregate principal amount of $5,405,405.42, (ii) an aggregate of 600,000 shares of common stock, (iii) pre-funded warrants to purchase up to an aggregate of 900,000 shares of common stock and (iv) warrants to purchase up to an aggregate of 1,500,000 shares of common stock.

At the Initial Closing, the August Bridge Note automatically converted, in accordance with the terms of the 2026 OID Secured Note SPA, into (i) a Secured Note in the principal amount of $2,378,378.38, (ii) a pre-funded warrant to purchase up to 660,000 shares of common stock and (iii) a warrant to purchase 660,000 shares of common stock. Upon such conversion, the August Bridge Note was automatically terminated, cancelled and satisfied in full.

 

The Secured Notes bear interest at a rate of 9.0% per annum, payable monthly in arrears. Interest accrues on each Note from the date the applicable Tranche is funded by the Purchaser (the “advance date”). Notwithstanding any conversion, prepayment, repayment or acceleration of the Secured Notes prior to the expiration of 12 months following the applicable advance date, the holder is entitled to receive a minimum amount of interest equal to one full year of interest calculated at the applicable interest rate on the original principal amount of such tranche. Each tranche of the Secured Notes mature on the date that is nine months following the applicable advance date. Each Secured Note is convertible, at the holder’s option, in whole or in part, into shares of the Company’s common stock at a conversion price of $2.05 per share, subject to adjustment as provided therein. Subject to the terms of the applicable Secured Note, a conversion of such Secured Note may be effected at any time from and after the date that is 90 days following the applicable advance date for the applicable Tranche.

 

The warrants issued in connection with the First Tranche have an exercise price of $2.85 per share, subject to adjustment as provided therein, and are exercisable in whole or in part at any time from the issuance date through August 10, 2031. Any warrants issued in connection with the Second Tranche will have an exercise price per share equal to 190% of the closing price of the Company’s common stock on the applicable closing date of the Second Tranche and will be exercisable in whole or in part for a period of five years following such date.

 

On August 6, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Ceros Financial Services, Inc. (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the Company’s exclusive placement agent in connection with the August Private Placement. The Company agreed to pay the Placement Agent a cash fee equal to 5.0% of the aggregate subscription amount paid by the purchasers for Units purchased in each Tranche. The Company also agreed to pay the Placement Agent a non-accountable expense fee of $60,000 upon consummation of the Initial Closing and to reimburse the Placement Agent for its reasonable out-of-pocket expenses incurred in connection with any subsequent closing, subject to a maximum aggregate reimbursement of $25,000.

 

The Company also agreed to issue to the Placement Agent or its designees five-year warrants to purchase a number of shares of the Company’s common stock equal to 5% of the aggregate number of shares of common stock issuable upon exercise of the warrants issued in the August Private Placement, at an exercise price equal to 110% of the applicable warrant exercise price. In connection with the Initial Closing, the Company issued to the Placement Agent’s designees placement agent warrants to purchase up to an aggregate of 75,000 shares of the Company’s common stock at an exercise price of $3.14 per share, subject to adjustment as provided therein.