Form 8-K/A

8-K/A — OS Therapies Inc

Accession: 0001213900-26-075781

Filed: 2026-07-07

Period: 2026-06-30

CIK: 0001795091

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0297249-8ka1_ostherapies.htm (Primary)

EX-10.3 — SIDE LETTER, DATED JUNE 30, 2026, BETWEEN OS THERAPIES INCORPORATED AND LEONITE FUND I, LP. (ea029724901ex10-3.htm)

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8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

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0001795091

2026-06-30

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K/A

(Amendment No. 1)

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 30, 2026

THERAPIES INCORPORATED

(Exact

name of registrant as specified in its charter)

Delaware

001-42195

82-5118368

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

115

Pullman Crossing Road, Suite 103

Grasonville, Maryland

21638

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (410) 297-7793

N/A

(Former

name or former address, if changed since last report.)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of Each Class

Trading

Symbol(s)

Name

of Each Exchange on Which Registered

Common Stock, par value

$0.001 per share

OSTX

NYSE American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

AMENDMENT

NO. 1

CURRENT

REPORT ON FORM 8-K/A

Therapies Incorporated

June

30, 2026

EXPLANATORY

NOTE

This

Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by OS Therapies Incorporated

(the “Company”) with the Securities and Exchange Commission (the “SEC”) on July 2, 2026 (the “Original

Form 8-K”). This Amendment is being filed solely to include as Exhibit 10.3 the side letter, dated June 30, 2026, between the Company

and Leonite Fund I, LP, which was entered into in connection with the private placement transaction described in the Original Form 8-K

and was inadvertently omitted from the exhibits filed with the Original Form 8-K. Except as described above, this Amendment does not

amend, update or otherwise modify the disclosures contained in the Original Form 8-K, and this Amendment should be read in conjunction

with the Original Form 8-K.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

4.1*

Form

of Senior Secured Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on

Form 8-K filed with the SEC on July 2, 2026).

4.2

Form

of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed

with the SEC on July 2, 2026).

10.1*

Securities

Purchase Agreement, dated as of June 30, 2026, among OS Therapies Incorporated, OS Animal Health Inc., OS Therapies UK LTD and Leonite

Fund I, LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July

2, 2026).

10.2

Pledge

and Security Agreement, dated as of June 30, 2026, among OS Therapies Incorporated, OS Animal Health Inc., OS Therapies UK LTD and

Leonite Fund I, LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC

on July 2, 2026).

10.3

Side Letter, dated June 30, 2026, between OS Therapies Incorporated and Leonite Fund I, LP.

99.1

Press

Release issued by OS Therapies Incorporated on July 2, 2026 (incorporated by reference to Exhibit 99.1 to the Company’s Current

Report on Form 8-K filed with the SEC on July 2, 2026).

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document).

Pursuant to Item 601(a)(5)

of Regulation S-K, certain schedules and exhibits have been omitted. The registrant agrees to furnish supplementally a copy of any

omitted schedule or exhibit to the SEC upon its request.

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

OS THERAPIES INCORPORATED

Dated: July 7, 2026

By:

/s/

Paul A. Romness, MPH

Name:

Paul A. Romness, MPH

Title:

President and Chief Executive Officer

EX-10.3 — SIDE LETTER, DATED JUNE 30, 2026, BETWEEN OS THERAPIES INCORPORATED AND LEONITE FUND I, LP.

EX-10.3

Filename: ea029724901ex10-3.htm · Sequence: 2

Exhibit 10.3

June 30, 2026

Leonite Fund I, LP

600 East Crescent Avenue, Suite 104

Upper Saddle River, New Jersey 07458

Attention: Avi Geller

Ladies and Gentlemen:

OS Therapies Incorporated,

a Delaware corporation (the “Company”), certain wholly owned subsidiaries of the Company and Leonite Fund I, LP, a Delaware

limited partnership (the “Investor”), are parties to that certain Securities Purchase Agreement, dated as of June 30, 2026

(the “Purchase Agreement”), pursuant to which the Company agreed to, among other things, issue to the Investor (i) a senior

secured convertible promissory note in the principal amount of up to $10,000,000 (the “Note”), to be funded in one or more

tranches, and (ii) a warrant to purchase up to 1,750,000 shares of the Company’s common stock (the “Warrant” and, collectively

with the Note, the Purchase Agreement and the other agreements, instruments and documents delivered in connection therewith, the “Transaction

Documents”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note,

the Warrant or the Purchase Agreement, as applicable.

Section 2.2(b)(4) of the Note

provides that, among other things, such Section applies only to a Dilutive Issuance (as defined in the Note) occurring after July 1, 2026,

and no sale, grant, disposition, amendment, announcement, filing or other event occurring prior to July 1, 2026 shall constitute or be

deemed to constitute a Dilutive Issuance or otherwise give rise to any adjustment under Section 2.2(b)(4) of the Note. Notwithstanding

anything to the contrary in the Note, the parties hereby agree that any Dilutive Issuance shall constitute a Dilutive Issuance for all

purposes under Section 2.2(b)(4) of the Note; provided, however, that no adjustment under Section 2.2(b)(4) of the Note arising from any

Dilutive Issuance shall become effective on or prior to September 29, 2026. Any adjustment under Section 2.2(b)(4) of the Note arising

from a Dilutive Issuance occurring on or prior to September 29, 2026 shall be determined in accordance with the terms of the Note as of

the date of such Dilutive Issuance, but shall automatically become effective on September 30, 2026, without any further action by any

party.

Section 2(c) of the Warrant

provides that, among other things, such Section applies only to a Dilutive Issuance (as defined in the Warrant) occurring after July 1,

2026, and no sale, grant, disposition, amendment, announcement, filing or other event occurring on or prior to July 1, 2026 shall constitute

a Dilutive Issuance or give rise to any adjustment under Section 2(c) of the Warrant. Notwithstanding anything to the contrary in the

Warrant, the parties hereby agree that any Dilutive Issuance shall constitute a Dilutive Issuance for all purposes under Section 2(c)

of the Warrant; provided, however, that no adjustment under Section 2(c) of the Warrant arising from any Dilutive Issuance shall become

effective on or prior to September 29, 2026. Any adjustment under Section 2(c) of the Warrant arising from a Dilutive Issuance occurring

on or prior to September 29, 2026 shall be determined in accordance with the terms of the Warrant as of the date of such Dilutive Issuance,

but shall automatically become effective on September 30, 2026, without any further action by any party.

The parties acknowledge that

certain provisions of the Transaction Documents, including, without limitation, Sections 4.13 (Right of First Refusal), 4.14 (Terms of

Future Financings) and 4.16 (Rollover Rights) of the Purchase Agreement and the Warrant, contain certain carve-outs or exceptions. Notwithstanding

anything to the contrary in the Purchase Agreement, the Note, the Warrant or any other Transaction Document, the parties hereby agree

that each carve-out or exception set forth in any Transaction Document relating to an offering resulting in, or reasonably expected to

result in, gross proceeds to the Company of at least $5,000,000 shall apply only to an offering in which gross proceeds to the Company

of at least $5,000,000 are received in a single closing, and gross proceeds received across multiple closings, tranches or separate offerings

shall not be aggregated for purposes of satisfying such $5,000,000 threshold.

Except as expressly modified

by this letter agreement, the Note, the Warrant and the other Transaction Documents shall remain unchanged, unmodified and in full force

and effect in accordance with their respective terms. Nothing contained herein shall be deemed to constitute a waiver of any right of

the Investor or an obligation of the Company under the Transaction Documents.

In the event of any conflict

or inconsistency between the provisions of this letter agreement and the provisions of the Note or the Warrant with respect to the subject

matter hereof, the provisions of this letter agreement shall control and govern.

This letter agreement shall

be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

The governing law, dispute resolution, arbitration, equitable relief, receiver, security-interest enforcement, forum selection, jurisdiction,

service of process, waiver of jury trial, venue and related remedies provisions set forth in the Purchase Agreement are hereby incorporated

by reference into this letter agreement, mutatis mutandis, and shall apply to this letter agreement as if set forth herein in full.

This letter agreement may

be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and

the same agreement. Signatures delivered by electronic mail (including .pdf or any electronic signature complying with the U.S. federal

ESIGN Act of 2000) or other electronic transmission shall be deemed original signatures for all purposes.

If the foregoing accurately

reflects the agreement between the parties, please indicate your acceptance by executing this letter agreement in the space provided below.

This letter agreement shall be effective as of date hereof upon execution and delivery by each of the parties hereto.

[Signature Page Follows]

Very truly yours,

OS THERAPIES INCORPORATED

By:

/s/ Paul A. Romness

Name:

Paul A. Romness

Title:

President and Chief Executive

Officer

AGREED AND ACCEPTED

as of the date first written above:

LEONITE FUND I, LP

By:

Leonite Advisors, LLC

its Manager

By:

/s/ Avi Geller

Name:

Avi Geller

Title:

Manager

[Signature Page to Side Letter]

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Cover

Jun. 30, 2026

Cover [Abstract]

Document Type

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Amendment Description

This

Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by OS Therapies Incorporated

(the “Company”) with the Securities and Exchange Commission (the “SEC”) on July 2, 2026 (the “Original

Form 8-K”). This Amendment is being filed solely to include as Exhibit 10.3 the side letter, dated June 30, 2026, between the Company

and Leonite Fund I, LP, which was entered into in connection with the private placement transaction described in the Original Form 8-K

and was inadvertently omitted from the exhibits filed with the Original Form 8-K. Except as described above, this Amendment does not

amend, update or otherwise modify the disclosures contained in the Original Form 8-K, and this Amendment should be read in conjunction

with the Original Form 8-K.

Document Period End Date

Jun. 30, 2026

Entity File Number

001-42195

Entity Registrant Name

THERAPIES INCORPORATED

Entity Central Index Key

0001795091

Entity Tax Identification Number

82-5118368

Entity Incorporation, State or Country Code

Entity Address, Address Line One

115

Pullman Crossing Road

Entity Address, Address Line Two

Suite 103

Entity Address, City or Town

Grasonville

Entity Address, State or Province

Entity Address, Postal Zip Code

21638

City Area Code

410

Local Phone Number

297-7793

Written Communications

false

Soliciting Material

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Pre-commencement Tender Offer

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Pre-commencement Issuer Tender Offer

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Title of 12(b) Security

Common Stock, par value

$0.001 per share

Trading Symbol

OSTX

Security Exchange Name

NYSEAMER

Entity Emerging Growth Company

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