Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On October 31, 2024, OS Therapies Incorporated, an ADC and immunotherapy research and clinical-stage biopharmaceutical company (the "Company," "we," "us" or "our"), entered into an Equity Purchase Agreement (the "Equity Purchase Agreement") with Square Gate Capital Master Fund, LLC-Series 3 (the "Investor"), pursuant to which the Company will have the right, but not the obligation, to sell to the Investor, and the Investor will have the obligation to purchase from the Company, up to $15,000,000 (the "Maximum Commitment Amount") worth of the Company's shares of common stock, at the Company's sole discretion, over the next 24 months (the "Put Shares"), subject to certain conditions precedent and other limitations. The Investor has covenanted not to cause or engage in any short sales or hedging transactions with respect to the shares of the Company's common stock. No warrants to purchase common shares will be issued at any time in connection with the transaction.

Unless earlier terminated, the Equity Purchase Agreement will remain in effect until the earlier of October 31, 2026 (i.e., the expiry of the 24-month period commencing on the date of the Equity Purchase Agreement) or the date on which the Investor has purchased the Maximum Commitment Amount (the "Commitment Period"). The Company has the right to terminate the Equity Purchase Agreement at any time after the effectiveness of the Registration Statement, for any reason or for no reason, by delivering written notice to the Investor without any liability, provided that the Investor does not hold any Put Shares.

There are no restrictions on future financings (other than during the period when a Put is outstanding following a Put Notice) and no penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, subject to an exception for failure to file the Registration Statement (as defined below) when required and to obtain timely effectiveness of the Registration Statement.

During the Commitment Period, the Company will have the right, but not the obligation, to direct the Investor to make a purchase of the Put Shares by delivering written notice to the Investor (a "Put Notice") on any trading day (the "Put Date") to purchase a number of Put Shares pursuant to a formula set forth in the Equity Purchase Agreement. The number of Put Shares that the Company can issue to the Investor from time to time under the Equity Purchase Agreement may not exceed 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the issuance of shares issuable pursuant to a Put Notice.

The per share purchase price for the Put Shares that we elect to sell to the Investor in a Put Notice pursuant to the Equity Purchase Agreement will be equal to 95% of the lowest daily VWAP during the Valuation Period (as defined in the Equity Purchase Agreement), in the case of a Valuation Period ending on the date that is at the end of the third trading day immediately following the applicable Put Date; or the lower of (x) the lowest daily VWAP, and (y) the intraday VWAP during the Valuation Period, in the case of a Valuation Period ending at such time during a trading day after the applicable Put Date, when the intraday traded price of the common stock has fallen below 70% of the closing price of our common stock on the NYSE American on the applicable Put Date.

Concurrently with the execution of the Equity Purchase Agreement, the Company also agreed to issue to the Investor, as part of the consideration, shares of the Company's common stock worth a total of 3% of the Maximum Commitment amount (the "Initial Commitment Shares"). The ultimate calculation of the per share price of the Initial Commitment Shares will occur on the date immediately prior to the Registration Statement being declared effective.