OS Therapies Inc Sample Contracts
UNDERWRITING AGREEMENTUnderwriting Agreement • May 30th, 2024 • OS Therapies Inc • Pharmaceutical preparations • New York
The undersigned, OS Therapies Incorporated, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Brookline Capital Markets, a division of Arcadia Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 30th, 2024 • OS Therapies Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 24, 2024 between OS Therapies Incorporated, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT OS THERAPIES INCORPORATEDCommon Stock Purchase Warrant • January 29th, 2025 • OS Therapies Inc • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and at or before 5:00 p.m., Eastern time, on [●], 202__1 (the “Termination Date”), but not thereafter, to subscribe for and purchase from OS Therapies Incorporated, a Delaware corporation (the “Company”), up to ______ shares of Common Stock2 (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENTUnderwriting Agreement • April 13th, 2023 • OS Therapies Inc • Pharmaceutical preparations • New York
The undersigned, OS Therapies Incorporated, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
OS THERAPIES INCORPORATED INDEMNIFICATION AGREEMENTIndemnification Agreement • April 13th, 2023 • OS Therapies Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _______________, 2023, and is between OS Therapies Incorporated, a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
ContractPurchase Warrant Agreement • June 13th, 2024 • OS Therapies Inc • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2024 (THE “INITIAL EXERCISE DATE”) TO ANYONE OTHER THAN (I) BROOKLINE CAPITAL MARKETS, A DIVISION OF ARCADIA SECURITIES, LLC (“BROOKLINE”) OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF BROOKLINE.
COMMON STOCK PURCHASE WARRANT OS THERAPIES INCORPORATEDCommon Stock Purchase Warrant • December 30th, 2024 • OS Therapies Inc • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and expiring at 5:00 p.m. (New York City time) on the five year anniversary of the later of (a) the Resale Effective Date and (b) the date that Stockholder Approval is obtained (the “Termination Date”), but not thereafter, to subscribe for and purchase from OS Therapies Incorporated, a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT OS THERAPIES INCORPORATEDCommon Stock Purchase Warrant • June 24th, 2025 • OS Therapies Inc • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and expiring at 5:00 p.m. (New York City time) on __________, 20301 (the “Termination Date”), but not thereafter, to subscribe for and purchase from OS Therapies Incorporated, a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Registration Rights AgreementRegistration Rights Agreement • December 30th, 2024 • OS Therapies Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of December [__], 2024 (the “Effective Date”) between OS Therapies Incorporated, a Delaware corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • November 1st, 2024 • OS Therapies Inc • Pharmaceutical preparations • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 31, 2024 (the “Execution Date”), by and between OS Therapies Incorporated, a corporation incorporated in the State of Delaware (the “Company”), and Square Gate Capital Master Fund, LLC - Series 3, a series of a limited liability company organized in the State of Delaware (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2024 • OS Therapies Inc • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 31, 2024 (the “Execution Date”), is entered into by and between OS Therapies Incorporated, a corporation incorporated in the State of Delaware (the “Company”), and Square Gate Capital Master Fund, LLC – Series 3, a series of a limited liability company organized in the State of Delaware (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
PLACEMENT AGENT WARRANT November 2022 Offering Series A3 OS THERAPIES INC.Security Agreement • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations
This Placement Agent Warrant (the “Warrant”), certifies that for value received, Noble Capital Markets, Inc. (together with its successors and assigns and any transferee of this Warrant, and its successors and assigns, the (“Holder”), _______________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on following the date of conversion or commencement of sales of those certain Unsecured Convertible Promissory Note of is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on following the date of conversion or commencement of sales of those certain CONVERTIBLE NOTE PURCHASE AGREEMENT, UNSECURED CONVERTIBLE PROMISSORY NOTES pursuant to that certain CONVERTIBLE NOTE PURCHASE AGREEMENT, UNSECURED CONVERTIBLE PROMISSORY NOTES of November 15th, 2022 (the “Purchase Agreement”) pursuant to which this Warrant is being issued as of the con
ContractConvertible Note • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO SAID ACT AND SUCH LAWS; OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER OR RESALE MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SAID ACT AND SUCH LAWS AND THE RECIPIENT OF SUCH TRANSFER OR SALE EXECUTES AN AGREEMENT WITH THE COMPANY OBLIGATING IT TO ABIDE BY COMPARABLE RESTRICTIONS ON TRANSFER AND RESALE.
AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTDevelopment, License and Supply Agreement • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations • New York
This Amended and Restated Development, License and Supply Agreement (this “Agreement”) is entered into as of November 13, 2020 (the “Amendment Effective Date”), by and between Advaxis, Inc., a corporation organized under the laws of the State of Delaware, having an address of 305 College Road East, Princeton, NJ 08540 (“Advaxis”), and OS Therapies Incorporated, a corporation organized under the laws of the State of Delaware, having an address of 104 Tech Park Drive Cambridge, MD 21613 (“OST”). Advaxis and OST are each a “party” and, collectively, the “parties.”
OS THERAPIES INCORPORATED Common Stock (par value $0.001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • August 8th, 2025 • OS Therapies Inc • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2025 • OS Therapies Inc • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _______, 2025 by and between OS Therapies Incorporated, a Delaware corporation (the “Company”), and Ayala Pharmaceuticals, Inc., a Delaware corporation formerly known as Advaxis, Inc. (“Ayala”).
VOTING AGREEMENTVoting Agreement • December 30th, 2024 • OS Therapies Inc • Pharmaceutical preparations • New York
This Voting Agreement (this “Agreement”), dated as of December [__], 2024 is entered into by and among OS Therapies Incorporated, a Delaware corporation (the “Company”), Paul A. Romness (“Romness”), John Ciccio (“Ciccio”), Avril McKean Dieser (“Dieser”), Olivier R. Jarry (“Jarry”), and Theodore F. Search, Pharm.D. (“Search”), Robert G. Petit, Ph.D. (“Petit”), Christopher P. Acevedo (“Acevedo”, and together with Romness, Ciccio, Dieser, Jarry, Search, and Petit, collectively, the “Stockholders”, and each individually, a “Stockholder”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement (defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations
AGREEMENT, dated as of February 21, 2023, between OS Therapies Incorporated, a Delaware corporation (the “Company”), and Paul Romness (the “Executive”).
CONSULTING AGREEMENTConsulting Agreement • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations • Delaware
This Consulting Agreement (this “Agreement”) dated March 1, 2023, and as it may be amended from time to time, is entered into by and between OS Therapies, a Delaware Incorporation, with its principal place of business at 15825 Shady Grove Road, Suite 135 Rockville, Maryland 20850 (the “Company”), and Alan Musso of [***] (“Consultant”).
OS Therapies Incorporated 115 Pullman Crossing Road, Suite 103Placement Agent Agreement • December 30th, 2024 • OS Therapies Inc • Pharmaceutical preparations • New York
This agreement (the “Agreement”) constitutes the agreement between Brookline Capital Markets, a division of Arcadia Securities, LLC (“Brookline” or the “Placement Agent”), and OS Therapies Incorporated, a Delaware corporation (the “Company”), that Brookline shall serve as the exclusive placement agent for the Company, on a “best efforts” basis, in connection with the proposed placement (the “Placement”) of shares of Series A Senior Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”), convertible into shares (“Conversion Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), and warrants (each a “Warrant” and collectively, the “Warrants”) to purchase shares of Common Stock (the “Warrant Shares”), and together with the Preferred Shares, Conversion Shares and Warrants, collectively, the “Securities”). The terms of the Placement shall be mutually agreed upon by the Company, Brookline and the purchasers of the Securities (each, a “P
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 29th, 2025 • OS Therapies Inc • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into on this 28th day of January, 2025 (the “Execution Date”), by and between OS Therapies Incorporated, a Delaware corporation (“Purchaser”) and Ayala Pharmaceuticals, Inc., a Delaware corporation formerly known as Advaxis, Inc. (the “Seller”). Purchaser and Seller may each be referred to herein as “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT AND AMENDMENT TO REGISTRATION RIGHTS AGREEMENTSecurities Purchase Agreement • January 14th, 2025 • OS Therapies Inc • Pharmaceutical preparations • New York
This Amendment No. 1 to Securities Purchase Agreement and Amendment to Registration Rights Agreement (this “Amendment”), dated as of January 10, 2025 (the “Effective Date”), is made by OS Therapies Incorporated, a Delaware corporation (the “Company”), and each Purchaser identified on the signature pages hereto. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement (defined below).
ContractConvertible Promissory Note • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
LICENSE AGREEMENTLicense Agreement • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations • New York
This License Agreement (“Agreement”) is effective as of August 19, 2020 (“Effective Date”) and is entered into by and between OS Therapies Incorporated, a Delaware corporation (“Licensee”), and BlinkBio, Inc. , a Delaware corporation (“BlinkBio”). Licensee and BlinkBio may each be referred to herein individually as a “Party” and together as the “Parties.”
FIRST AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTDevelopment, License and Supply Agreement • April 24th, 2023 • OS Therapies Inc • Pharmaceutical preparations
This First Amendment to the Amended and Restated Development, License and Supply Agreement (this “Amendment”) between OS Therapies Incorporated, a corporation organized under the laws of the State of Delaware, having an address of 104 Tech Park Drive Cambridge, MD 21613 (the “Company”) and Advaxis, Inc., a corporation organized under the laws of the State of Delaware, having an address of 305 College Road East, Princeton, NJ 08540 (“Advaxis”) is made on the date set forth above (the “Effective Date”).