OS Therapies sets up $75 million at-the-market stock offering with Jefferies

OS Therapies Incorporated disclosed in an 8-K that on August 21, 2026 it entered into an Open Market Sale Agreement with Jefferies LLC, allowing the company to offer and sell shares of its common stock from time to time through or to Jefferies in connection with an at-the-market offering program.¹

The same day, the company filed a prospectus supplement with the SEC relating to the ATM offering under its shelf registration statement on Form S-3, which had been filed on August 8, 2025 and declared effective on August 25, 2025.¹ Under that supplement, the company may offer and sell shares of common stock with an aggregate offering price of up to $75 million pursuant to the sales agreement.¹

The mechanics allow OS Therapies to control the pace of sales. The company can deliver placement notices specifying selling period length, share amounts, daily trading limits and minimum sale prices, after which Jefferies will use commercially reasonable efforts to solicit purchases under Rule 415(a)(4).¹ Sales can be halted if they cannot be made at the company's designated price, and either party may suspend the offering under specified conditions.¹

Jefferies will earn a 3.0% commission on gross proceeds from each sale, and the company agreed to reimburse up to $100,000 in Jefferies' legal fees.¹ The agreement can also permit direct share sales to Jefferies as principal at a negotiated price.¹ Either side may terminate the agreement with 10 days' prior notice.¹

On planned use of funds, the company said it intends to use net proceeds to fund clinical development activities, including ongoing and planned clinical trials, advance research and development programs, and pursue complementary acquisitions or investments, though no definitive commitments currently exist for such deals.¹

Olshan Frome Wolosky LLP issued a legal opinion on the legality of the share issuance and sale.¹