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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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OS Therapies Inc (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
68764Y207 (CUSIP Number) |
Shalom Auerbach 15 Atlantic Avenue,, Suite M2 Lynbrook, NY, 11563 917-364-7051 Einodmil LLC 396 Oakland Avenue,, Cedarhurst, NY, 11516 917-364-7051 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 68764Y207 |
| 1 |
Name of reporting person
Shalom Auerbach | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,829,582.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
12.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
See Item 5 for additional information.
SCHEDULE 13D
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| CUSIP No. | 68764Y207 |
| 1 |
Name of reporting person
Einodmil LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,806,211.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
See Item 5 for additional information.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
OS Therapies Inc | |
| (c) | Address of Issuer's Principal Executive Offices:
115 Pullman Crossing Road, Suite 103, Grasonville,
MARYLAND
, 21638. | |
Item 1 Comment:
Item 1 of the Schedule 13D is hereby supplemented as follows:
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons (as defined in Item 2 of the Schedule 13D) with the SEC (as defined in Item 5 of the Schedule 13D) on January 17, 2025 (the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported on the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby supplemented as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Amendment and the information set forth in or incorporated by reference in Item 5 of this Amendment is hereby incorporated by reference in its entirety into this Item 3.
On February 14, 2025, Einodmil sold 100,00 shares of Common Stock for proceeds of approximately $284,300 (the "February 2025 Sales").
On February 27, 2025, Einodmil received 375,000 shares of Common Stock as a result of the Additional Transfer pursuant to the terms and conditions of the Transfer Agreement (as such terms are defined in Item 4 of this Amendment). | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and restated as follows:
As substantial owners of shares of Common Stock, the Reporting Persons may be able to control the Issuer's business and influence the corporate activities of the Issuer, including the transactions described in clauses (a) through (j) of this Item 4.
On May 13, 2024, Einodmil entered into a Transfer Agreement (the "Transfer Agreement") whereby Eindomil (i) received a transfer of 600,000 shares of Common Stock and (ii) may have received an additional transfer of up to 600,000 shares of Common Stock based on the terms and conditions descried therein (the "Additional Transfer"). On February 27, 2025, Einodmil received 375,000 shares of Common Stock as a result of the Additional Transfer. The remaining 225,000 shares of Common Stock that could have been received under the Transfer Agreement as a result of the Additional Transfer have been returned to the counterparty thereto.
Except for the transfers pursuant to the Transfer Agreement described herein, the Reporting Persons do not at the present time have any plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer's certificate of incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional shares of Common Stock and/or retain and/or sell all or a portion of the shares of Common Stock held by the Reporting Persons in the open market or in privately negotiated transactions, and/or may distribute shares of Common Stock to be acquired or held by the Reporting Persons to other entities. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Person's review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, the Reporting Persons' need for liquidity, and other future developments. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby supplemented as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Amendment and the information set forth in or incorporated by reference in Item 3 of this Amendment is hereby incorporated by reference in its entirety into this Item 5.
As of the date hereof, Mr. Auerbach may be deemed to be the beneficial owner of an aggregate of 2,829,582 shares of Common Stock, all of which Mr. Auerbach has sole voting and dispositive power. The holdings of Mr. Auerbach represent an aggregate of approximately 12.9% of the Issuer's outstanding shares of Common Stock (based on 21,928,317 shares of Common Stock reported as outstanding as of January 28, 2025 in the Issuer's Registration Statement on Form S-1, filed with the SEC on January 31, 2025).
As of the date hereof, Einodmil may be deemed to be the beneficial owner of an aggregate of 2,806,211 shares of Common Stock, all of which Einodmil has sole voting and dispositive power. The holdings of Einodmil represent an aggregate of approximately 12.8% of the Issuer's outstanding shares of Common Stock (based on 21,928,317 shares of Common Stock reported as outstanding as of January 28, 2025 in the Issuer's Registration Statement on Form S-1, filed with the SEC on January 31, 2025). | |
| (b) | As of the date hereof, (i) Mr. Auerbach may be deemed to be the beneficial owner of an aggregate of 2,829,582 shares of Common Stock, all of which Mr. Auerbach has the sole voting and dispositive power, and (ii) Einodmil may be deemed to be the beneficial owner of an aggregate of 2,806,211 shares of Common Stock, all of which Einodmil has the sole voting and dispositive power. | |
| (c) | Except for the Sales (as defined in Item 3 of the Schedule 13D), the February 2025 Sales, and the Additional Transfer of 375,000 shares of Common Stock (as descried in Item 4 of this Amendment), there were no other transactions by the Reporting Persons in shares of Common Stock during the period commencing sixty (60) days prior to the date hereof. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Joint Filing Agreement, dated as of January 17, 2025, signed by each of the Reporting Persons, incorporated by reference to Exhibit 1 to the Schedule 13D.
Exhibit 2 - Transfer Agreement, dated as of May 13, 2024, by and between Einodmil and Paul Romness, incorporated by reference to Exhibit 2 to the Schedule 13D. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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