M&A - OS Therapies Inc

Form Type: S-1

Filing Date: 2025-05-23

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025047395

Filing Summary: OS Therapies Incorporated is registering a total of 7,493,874 shares of common stock, of which 2,164,215 shares are already issued and outstanding, along with shares issuable upon the conversion of 1,014,728 Series A Preferred shares and the exercise of 3,870,890 warrants. The company completed an acquisition of HER2-related assets from Ayala Pharmaceuticals for a total value of $8 million, which includes cash and shares. A portion of the shares will require stockholder approval before they are issued. OS Therapies is focusing on developing immunotherapies for Osteosarcoma and related cancers.

Form Type: POS AM

Filing Date: 2025-04-21

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025033764

Filing Summary: OS Therapies Incorporated filed a Post-Effective Amendment No. 1 to its Form S-1 registration statement, updating previously filed financial statements for the year ending December 31, 2024. The document outlines the company's strategy for its lead product candidate, OST-HER2, a cancer immunotherapy seeking regulatory approval due to the urgent need for new treatments in Osteosarcoma. OS Therapies completed an acquisition of immune-oncology programs and related intellectual property assets from Ayala Pharmaceuticals on April 9, 2025, for a total purchase price of $8,000,000, which included cash and stock. The regulatory environment and market dynamics surrounding their offerings are also discussed alongside investor information and the company's public trading history since its IPO in August 2024.

Form Type: 8-K

Filing Date: 2025-04-15

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025032071

Filing Summary: On April 9, 2025, OS Therapies Incorporated completed the acquisition of the Lm-based immune-oncology programs and related intellectual property assets (the 'HER2 Assets') from Ayala Pharmaceuticals, Inc. The HER2 Assets include two Investigational New Drug filings with the FDA for ADXS-503 (Non-Small Cell Lung Cancer) and ADXS-504 (Prostate Cancer). The company restructured milestone payments and reduced royalty considerations from 10% to 1.5% for OST-HER2-related sales, while also assuming specified liabilities and agreeing to a total purchase price of $8 million, which included cash and shares of common stock. The issuance of shares exceeded NYSE limits, leading to an agreement to issue additional shares pending stockholder approval. A press release announcing this acquisition was also issued on the same day.

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025026238

Filing Summary: OS Therapies Incorporated, a clinical stage biopharmaceutical company, focuses on the development of treatments for Osteosarcoma and other solid tumors. Their lead product candidate, OST-HER2, targets Osteosarcoma and has shown promise in clinical trials, including a Phase IIb trial that achieved its primary endpoint demonstrating improved patient outcomes compared to historical controls. The company seeks to expand its pipeline through a revolutionary tunable drug conjugate technology (OST-tADC). They recently entered into an Asset Purchase Agreement with Ayala Pharmaceuticals to acquire immuno-oncology programs and related intellectual property assets, including two investigational drug filings for lung and prostate cancer. This transaction, expected to close in the second quarter of 2025, is contingent on multiple standard closing conditions, including stockholder approval from Ayala. The enhancements from the HER2 Assets acquisition aim to bolster their oncology pipeline and commercial potential. OS Therapies also discusses the rarity and challenges of treating Osteosarcoma, emphasizing their commitment to addressing the unmet medical needs in this space through innovative therapeutics.

Form Type: 8-K

Filing Date: 2025-01-29

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025007705

Filing Summary: On January 28, 2025, OS Therapies Incorporated entered into an Asset Purchase Agreement with Ayala Pharmaceuticals to acquire all HER2 and Listeria monocytogenes related intellectual property, including patents, patent applications, rights to future payments, and various assets related to the IP such as two Investigational New Drug filings for cancer treatments. The total purchase price is $8 million, structured into cash and shares of common stock, subject to certain ownership limitations and regulatory agreements. Additionally, Karim Galzahr was elected to the board of directors on the same date. A press release was issued on January 29, 2025, detailing the acquisition and other corporate updates.