Sec Form 3 Filing - Auerbach Shalom @ OS Therapies Inc - 2024-07-31

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Auerbach Shalom
2. Issuer Name and Ticker or Trading Symbol
OS Therapies Inc [ OSTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
15 ATLANTIC AVENUE, SUITE M2
3. Date of Earliest Transaction (MM/DD/YY)
07/31/2024
(Street)
LYNBROOK, NY11563
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 804,375 I See footnote ( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note ( 2 ) ( 2 ) 10/31/2024 Common Stock $ 25,000 D
Convertible Promissory Note ( 3 ) ( 3 ) 10/31/2024 Common Stock $ 1,150,000 I See footnote ( 1 )
Convertible Promissory Note ( 4 ) ( 4 ) 10/31/2024 Common Stock $ 50,000 I See footnote ( 1 )
Convertible Promissory Note ( 5 ) ( 5 ) 10/31/2024 Common Stock $ 500,000 I See footnote ( 1 )
Convertible Promissory Note ( 6 ) ( 6 ) 10/31/2024 Common Stock $ 100,000 I See footnote ( 1 )
Convertible Promissory Note ( 7 ) ( 7 ) 10/31/2024 Common Stock $ 250,000 I See footnote ( 1 )
Convertible Promissory Note ( 8 ) ( 8 ) 10/31/2024 Common Stock $ 150,000 I See footnote ( 1 )
Convertible Promissory Note ( 9 ) ( 9 ) 10/31/2024 Common Stock $ 170,000 I See footnote ( 1 )
Convertible Promissory Note ( 10 ) ( 10 ) 10/31/2024 Common Stock $ 350,000 I See footnote ( 1 )
Convertible Promissory Note ( 11 ) ( 11 ) 10/31/2024 Common Stock $ 100,000 I See footnote ( 1 )
Convertible Promissory Note ( 12 ) ( 12 ) 10/31/2024 Common Stock $ 350,000 I See footnote ( 1 )
Convertible Promissory Note ( 13 ) ( 13 ) 10/31/2024 Common Stock $ 100,000 I See footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Auerbach Shalom
15 ATLANTIC AVENUE
SUITE M2
LYNBROOK, NY11563
X
Einodmil LLC
396 OAKLAND AVENUE
CEDARHURST, NY11516
X
Signatures
/s/ Shalom Auerbach 01/14/2025
Signature of Reporting Person Date
/s/ Shalom Auerbach, Principal of Einodmil LLC 01/14/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of common stock, par value $0.001 per share (the "Common Stock"), of the Issuer are held directly by Einodmil LLC ("Einodmil"). Mr. Auerbach serves as the Principal of Einodmil and exercises voting and dispositive power over the shares held by Einodmil. Mr. Auerbach disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
( 2 )Represents the outstanding principal amount of a convertible promissory note held by Mr. Auerbach, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 80% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $19.0 million.
( 3 )Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
( 4 )Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
( 5 )Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
( 6 )Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
( 7 )Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
( 8 )Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
( 9 )Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
( 10 )Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
( 11 )Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
( 12 )Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.
( 13 )Represents the outstanding principal amount of a convertible promissory note held by Einodmil, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock of the Issuer at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50.0 million.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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