Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Private Placement

On March 4, 2026, OS Therapies Incorporated (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain accredited investors (collectively, the "Purchasers"), pursuant to which the Company agreed to issue and sell to the Purchasers, in a private placement (the "Private Placement"), (i) 10.0% original issue discount unsecured convertible promissory notes (the "Notes") and (ii) warrants to purchase shares of the Company's common stock (the "Warrants" and, together with the Notes, the "Securities").

The Company engaged a Securities Exchange Commission ("SEC")-registered broker dealer and FINRA member to act as the exclusive placement agent for the Private Placement. In connection with the Private Placement, the Company paid to the placement agent (a) a cash fee equal to 7.0% of the aggregate gross cash proceeds received by the Company in connection with the Private Placement and (b) a one-time expense reimbursement of $25,000 for its legal and other expenses incurred in connection with the Private Placement.

Pursuant to the Purchase Agreement, the Company issued to the Purchasers (i) Notes in an aggregate principal amount of $2,200,000 and (ii) Warrants to purchase up to 1,666,667 shares of the Company's common stock (the "Warrant Shares"), for aggregate gross proceeds of $2,000,000, before deducting placement agent fees and other Private Placement expenses. The Notes were sold at a 10% original issue discount, such that for each $100,000 invested by a Purchaser, such Purchaser received a Note in the principal amount of $110,000. The Company intends to use the net proceeds of the Private Placement to fund clinical development activities, including ongoing and planned clinical trials, and advance its research and development programs, as well as for working capital and other general corporate purposes.

Pursuant to the Purchase Agreement, the Company has agreed that, from the closing date until the later of (i) the date on which no Notes issued thereunder remain outstanding and (ii) six months following the effectiveness of the resale registration statement covering the shares of the Company's common stock issuable upon conversion of the Notes and exercise of the Warrants (the "Underlying Shares"), the Company will not effect or agree to effect any issuance of common stock or common stock equivalents in a transaction involving a variable rate or price-based conversion, exercise or exchange feature that provides for a downward adjustment or reset of the applicable price based on fluctuations in the market price of the Company's common stock following the issuance of such securities, subject to certain exceptions.

The Company has also agreed to file a registration statement on Form S-3 (or Form S-1 if the Company is not then eligible to register securities for Form S-3) within 30 calendar days of March 4, 2026 (or April 3, 2026) to register for resale the Underlying Shares. The Company has also agreed to use commercially reasonable efforts to cause such registration statement to become effective within 60 calendar days (or 90 calendar days in the case of a "full review" by the SEC) following its initial filing and to keep such registration statement effective at all times until the earlier of (i) the time that no Purchaser owns any Notes, Warrants or Underlying Shares or (ii) the Legend Removal Date (as defined in the Purchase Agreement).