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SEC Comment Letter 0000000000-25-002602 to OS Therapies Inc (OSTX)

OS Therapies Inc
Date: March 10, 2025 · CIK: 0001795091 · Accession: 0000000000-25-002602

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
March 10, 2025
Author
Division of
Form
UPLOAD
Company
OS Therapies Inc

Letter

Re: OS Therapies Incorporated Shalom Auerbach Schedule 13D filed January 17, 2025 by Shalom Auerbach and Einodmil LLC File No. 005-94604 Dear Shalom Auerbach:

March 10, 2025

Shalom Auerbach Reporting Person OS Therapies Incorporated 15 Atlantic Avenue, Suite M2 Lynbrook, NY 11563

We have conducted a limited review of the above-captioned filing and have the following comments.

Please respond to this letter by amending the filing or by providing the requested information. If you do not believe our comments apply to your facts and circumstances or that an amendment is appropriate, please advise us why in a response letter.

After reviewing any amendment to the filing and any information provided in response to these comments, we may have additional comments.

Schedule 13D filed January 17, 2025 General

1. We note that the event reported as requiring the filing of the Schedule 13D was July 31, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within five business days after the date beneficial ownership of more than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the July 31, 2024 event date, the Schedule 13D submitted on January 17, 2025 was not timely filed. Please advise us why the Schedule 13D was not filed within the required five business days after the date of the acquisition. Item 4, page 1

2. Please amend Item 4 of the Schedule 13D to state the purpose or purposes of the acquisition of securities of OS Therapies Incorporated. Refer to Item 4 of Schedule 13D. March 10, 2025 Page 2

Item 5, page 1

3. We note your disclosure that "[t]here were no transactions by the Reporting Persons in shares of Common Stock during the period commencing sixty (60) days prior to" August 2, 2024 and July 31, 2024. Please revise to provide the requisite disclosure with respect to all transactions in the securities between the deadline for timely filing the Schedule 13D and the actual filing of the Schedule 13D. In amending the Schedule 13D to include the required disclosures, please be advised that the Instruction to Item 5(c) requires the beneficial owner to "describe," at a minimum, the following: "(1) The identity of the person covered by Item 5(c) who effected the transaction; (2) the date of transaction; (3) the amount of securities involved; (4) the price per share or unit; and (5) where and how the transaction was effected." We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please direct any questions to Blake Grady at 202-551-8573 or Nicholas Panos at 202-551-3266.

Sincerely,
Division of
Corporation Finance
Office of Mergers
& Acquisitions

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 10, 2025

Shalom Auerbach
Reporting Person
OS Therapies Incorporated
15 Atlantic Avenue, Suite M2
Lynbrook, NY 11563

 Re: OS Therapies Incorporated
 Shalom Auerbach
 Schedule 13D filed January 17, 2025 by Shalom Auerbach and Einodmil
LLC
 File No. 005-94604
Dear Shalom Auerbach:

 We have conducted a limited review of the above-captioned filing and
have the
following comments.

 Please respond to this letter by amending the filing or by providing
the requested
information. If you do not believe our comments apply to your facts and
circumstances or
that an amendment is appropriate, please advise us why in a response letter.

 After reviewing any amendment to the filing and any information provided
in
response to these comments, we may have additional comments.

Schedule 13D filed January 17, 2025
General

1. We note that the event reported as requiring the filing of the Schedule
13D was July
 31, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a
Schedule 13D
 within five business days after the date beneficial ownership of more
than five percent
 of a class of equity securities specified in Rule 13d-1(i)(1) was
acquired. Based on the
 July 31, 2024 event date, the Schedule 13D submitted on January 17, 2025
was not
 timely filed. Please advise us why the Schedule 13D was not filed within
the required
 five business days after the date of the acquisition.
Item 4, page 1

2. Please amend Item 4 of the Schedule 13D to state the purpose or purposes
of the
 acquisition of securities of OS Therapies Incorporated. Refer to Item 4
of Schedule
 13D.
 March 10, 2025
Page 2

Item 5, page 1

3. We note your disclosure that "[t]here were no transactions by the
Reporting Persons in
 shares of Common Stock during the period commencing sixty (60) days
prior to"
 August 2, 2024 and July 31, 2024. Please revise to provide the requisite
disclosure
 with respect to all transactions in the securities between the deadline
for timely filing
 the Schedule 13D and the actual filing of the Schedule 13D. In amending
the
 Schedule 13D to include the required disclosures, please be advised that
the
 Instruction to Item 5(c) requires the beneficial owner to "describe," at
a minimum, the
 following: "(1) The identity of the person covered by Item 5(c) who
effected the
 transaction; (2) the date of transaction; (3) the amount of securities
involved; (4) the
 price per share or unit; and (5) where and how the transaction was
effected."
 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Blake Grady at 202-551-8573 or Nicholas
Panos at
202-551-3266.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers
& Acquisitions
</TEXT>
</DOCUMENT>