Filing Details
- Accession Number:
- 0001493152-25-010056
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-11 20:00:00
- Filed By:
- Shalom Auerbach
- Company:
- Os Therapies Inc
- Filing Date:
- 2025-03-12
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Shalom Auerbach | 2,829,582 | 0 | 2,829,582 | 0 | 2,829,582 | 12.9% |
| Einodmil LLC | 2,806,211 | 0 | 2,806,211 | 0 | 2,806,211 | 12.8% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
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) |
07/31/2024 (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
|
| 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)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
| ||||||||
| 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
|
| 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
| ||||||||
| 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
|
| 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. 2 (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"). The purpose of this Amendment is to amend and supplement the Schedule 13D in response to the comment letter dated March 10, 2025 from the staff of the U.S. Securities and Exchange Commission. Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported on the Schedule 13D or the Schedule 13D/A filed by the Reporting Persons with the SEC on February 28, 2025 ("Amendment No. 1"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D and the Amendment No 1, as applicable. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented as follows:
The Reporting Persons acquired and hold the securities described herein for investment purposes in the ordinary course of business and intend to review the investments in the Issuer on a continuing basis. The Reporting Persons acquired the securities described herein because they believed that the securities, when acquired, were undervalued and represented an attractive investment opportunity. | ||
| 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 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) | During the period commencing sixty (60) days prior to the date hereof, (i) Einodmil sold 16,720 shares of Common Stock on January 15, 2025 pursuant to the Sales (as described in Item 3 of the Schedule 13D), which were effected on the open market at a weighted average price per share of approximately $6.735, (ii) Einodmil sold 100,000 shares of Common Stock on February 14, 2025 pursuant to the February 2025 Sales (as described in Item 3 of Amendment No. 1), which were effected on the open market at a weighted average price per share of approximately $2.843, and (iii) Einodmil received 375,000 shares of Common Stock on February 27, 2025 as a result of the Additional Transfer pursuant to the terms and conditions of the Transfer Agreement (as described in Item 3 and Item 4 of Amendment No. 1). Except for the foregoing, 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.
Between July 31, 2024 (the date of event of the Schedule 13D) and January 17, 2025 (the filing date of the Schedule 13D), (i) Einodmil was issued 1,743,556 shares of Common Stock on August 2, 2024 as a result of Note Conversions in the aggregate principal amount of $3,270,000 (as described in Item 3 of the Schedule 13D), (ii) Mr. Auerbach was issued 23,371 shares of Common Stock on August 2, 2024 as a result of Note Conversions in the aggregate principal amount of $25,000 (as described in Item 3 of the Schedule 13D), and (iii) Einodmil sold 16,720 shares of Common Stock on January 15, 2025 pursuant to the Sales (as described in Item 3 of the Schedule 13D), which were effected on the open market at a weighted average price per share of approximately $6.735. | |
| 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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