Shalom Auerbach - 31 Jul 2024 Form 3/A - Amendment Insider Report for OS Therapies Inc (OSTX)

Role
10%+ Owner
Signature
/s/ Shalom Auerbach
Issuer symbol
OSTX
Transactions as of
31 Jul 2024
Net transactions value
$0
Form type
3/A - Amendment
Filing time
26 Feb 2025, 16:30:34 UTC
Date Of Original Report
14 Jan 2025
Next filing
14 Jan 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding OSTX Common Stock, par value $0.001 per share 1,404,375 31 Jul 2024 See footnote F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding OSTX Convertible Promissory Note 31 Jul 2024 Common Stock $25,000 Direct F2
holding OSTX Convertible Promissory Note 31 Jul 2024 Common Stock $1,150,000 See footnote F1, F3
holding OSTX Convertible Promissory Note 31 Jul 2024 Common Stock $50,000 See footnote F1, F4
holding OSTX Convertible Promissory Note 31 Jul 2024 Common Stock $500,000 See footnote F1, F5
holding OSTX Convertible Promissory Note 31 Jul 2024 Common Stock $100,000 See footnote F1, F6
holding OSTX Convertible Promissory Note 31 Jul 2024 Common Stock $250,000 See footnote F1, F7
holding OSTX Convertible Promissory Note 31 Jul 2024 Common Stock $150,000 See footnote F1, F8
holding OSTX Convertible Promissory Note 31 Jul 2024 Common Stock $170,000 See footnote F1, F9
holding OSTX Convertible Promissory Note 31 Jul 2024 Common Stock $350,000 See footnote F1, F10
holding OSTX Convertible Promissory Note 31 Jul 2024 Common Stock $100,000 See footnote F1, F11
holding OSTX Convertible Promissory Note 31 Jul 2024 Common Stock $350,000 See footnote F1, F12
holding OSTX Convertible Promissory Note 31 Jul 2024 Common Stock $100,000 See footnote F1, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of common stock, par value $0.001 per share (the "Common Stock"), of the Issuer are held directly by Einodmil LLC ("Einodmil"). Mr. Auerbach serves as the Principal of Einodmil and exercises voting and dispositive power over the shares held by Einodmil. Mr. Auerbach disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
F2 Represents the outstanding principal amount of a convertible promissory note held by Mr. Auerbach, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 80% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $19.0 million.
F3 Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
F4 Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
F5 Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
F6 Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
F7 Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
F8 Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
F9 Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
F10 Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
F11 Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
F12 Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
F13 Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.

Remarks:

This Form 3/A is being filed to revise the number of shares of Common Stock reported as owned in Table I, as certain shares of Common Stock were inadvertently omitted in the original Form 3 filed on January 14, 2025 and three Form 4s subsequently filed by Mr. Auerbach and Einodmil after the original Form 3 was filed.