Correspondence 0001213900-24-103446 from OS Therapies Inc (OSTX)
OS Therapies Inc
Date: Nov. 27, 2024 · CIK: 0001795091 · Accession: 0001213900-24-103446
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283171
Referenced dates: November 20, 2024
Letter
EMAIL: SFELDMAN@OLSHANLAW.COM
DIRECT DIAL: 212.451.2234
November 27,
VIA EDGAR AND ELECTRONIC MAIL
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn.: Doris Stacey Gama, Esq.
Division of Corporation Finance
Office of Life Sciences
Re: OS Therapies Incorporated
Registration Statement on Form S-1
Filed November 12, 2024
File No. 333-283171
Ladies and Gentlemen:
On behalf of OS Therapies Incorporated (the “Company”), we are hereby filing in electronic format through EDGAR with the U.S. Securities and Exchange Commission (the “SEC”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), one complete copy of Amendment No. 1 to the Registration Statement on Form S-1 (the “Amendment”), covering (i) up to a maximum of 5,597,015 shares of common stock, (ii) 165,746 shares of common stock issued as initial commitment shares and (ii) up to 450,000 shares of common stock issuable as true-up shares. One complete copy of the exhibits listed in the Amendment is also filed therewith.
The Amendment responds to the comments received from the staff of the SEC in its comment letter, dated November 20, 2024, with respect to the Registration Statement on Form S-1 filed on November 12, 2024.
Courtesy copies of this letter and the Amendment, together with all exhibits, are being provided directly to the staff for its convenience (attention: Doris Stacey Gama, Esq.) in the review of the foregoing documents.
To facilitate the staff’s review, the SEC’s comments are reproduced before the Company’s responses thereto.
November 27, 2024
Page 2
Registration Statement on Form S-1
Cover Page
1. We note you are registering the resale of common stock to be issued pursuant to the equity line financing with Square Gate Capital Master Fund LLC. Please specify the number of shares being registered under the equity line financing and ensure that Square Gate Capital Master Fund LLC is also named as an underwriter throughout the filing, where appropriate, including the Selling Stockholder and Plan of Distribution sections. Refer to Securities Act Sections Compliance and Disclosure Interpretation Question 139.13 for guidance.
Response: In response to the staff’s comment, the Company has revised the cover page to specify the number of shares being registered under the equity line financing, and has made revisions where appropriate to name Square Gate Capital Master Fund LLC as an underwriter. Please see pages 100 and 102.
2. We note your disclosure on page 102 that Regulation M “may apply to sales of shares in the market and to the activities of the Selling Securityholder and its affiliates.” Please revise to disclose how the provisions of Regulation M may prohibit the Selling Securityholder and any other distribution participants that are participating in the distribution of your securities from:
● engaging in market making activities (e.g., placing bids or making purchases to stabilize the price of the ordinary shares) while the equity line is in effect; and
● purchasing shares in the open market while the equity line is in effect.
Response: In response to the staff’s comment, the Company has revised the disclosure to state that it has advised the selling securityholder that the anti-manipulation rules of Regulation M may prohibit the selling securityholder from engaging in market making activities (e.g., placing bids or making purchases to stabilize the price of the ordinary shares) while the equity line is in effect and purchasing shares in the open market while the equity line is in effect. Please see page 102.
Should any member of the Commission’s staff have any questions concerning the enclosed materials or desire any further information or clarification in respect of the Registration Statement or the offering, please do not hesitate to contact me (tel.: (212) 451-2234) or Paul A. Romness, the Company’s Chief Executive Officer (tel.: (703) 541-9811).
Very truly yours,
/s/ Spencer G. Feldman
Show Raw Text
CORRESP
1
filename1.htm
EMAIL:
SFELDMAN@OLSHANLAW.COM
DIRECT
DIAL: 212.451.2234
November 27,
2024
VIA EDGAR AND ELECTRONIC MAIL
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn.: Doris Stacey Gama, Esq.
Division of Corporation Finance
Office of Life Sciences
Re: OS Therapies Incorporated
Registration Statement on Form S-1
Filed November 12, 2024
File No. 333-283171
Ladies and Gentlemen:
On behalf of OS Therapies
Incorporated (the “Company”), we are hereby filing in electronic format through EDGAR with the U.S. Securities and Exchange
Commission (the “SEC”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), one complete
copy of Amendment No. 1 to the Registration Statement on Form S-1 (the “Amendment”), covering (i) up to a maximum of 5,597,015
shares of common stock, (ii) 165,746 shares of common stock issued as initial commitment shares and (ii) up to 450,000 shares of common
stock issuable as true-up shares. One complete copy of the exhibits listed in the Amendment is also filed therewith.
The Amendment responds to
the comments received from the staff of the SEC in its comment letter, dated November 20, 2024, with respect to the Registration Statement
on Form S-1 filed on November 12, 2024.
Courtesy copies of this letter
and the Amendment, together with all exhibits, are being provided directly to the staff for its convenience (attention: Doris Stacey Gama,
Esq.) in the review of the foregoing documents.
To facilitate the staff’s
review, the SEC’s comments are reproduced before the Company’s responses thereto.
November 27, 2024
Page 2
Registration Statement on Form S-1
Cover Page
1. We note you are registering the resale of common stock to be issued
pursuant to the equity line financing with Square Gate Capital Master Fund LLC. Please specify the number of shares being registered under
the equity line financing and ensure that Square Gate Capital Master Fund LLC is also named as an underwriter throughout the filing, where
appropriate, including the Selling Stockholder and Plan of Distribution sections. Refer to Securities Act Sections Compliance and Disclosure
Interpretation Question 139.13 for guidance.
Response: In
response to the staff’s comment, the Company has revised the cover page to specify the number of shares being registered under the
equity line financing, and has made revisions where appropriate to name Square Gate Capital Master Fund LLC as an underwriter. Please
see pages 100 and 102.
2. We note your disclosure on page 102 that Regulation M “may
apply to sales of shares in the market and to the activities of the Selling Securityholder and its affiliates.” Please revise to
disclose how the provisions of Regulation M may prohibit the Selling Securityholder and any other distribution participants that are participating
in the distribution of your securities from:
● engaging in market making activities (e.g., placing bids or making purchases to stabilize the price of the ordinary shares) while
the equity line is in effect; and
● purchasing shares in the open market while the equity line is in effect.
Response: In
response to the staff’s comment, the Company has revised the disclosure to state that it has advised the selling securityholder
that the anti-manipulation rules of Regulation M may prohibit the selling securityholder from engaging in market making activities (e.g.,
placing bids or making purchases to stabilize the price of the ordinary shares) while the equity line is in effect and purchasing shares
in the open market while the equity line is in effect. Please see page 102.
Should any member of the Commission’s
staff have any questions concerning the enclosed materials or desire any further information or clarification in respect of the Registration
Statement or the offering, please do not hesitate to contact me (tel.: (212) 451-2234) or Paul A. Romness, the Company’s Chief Executive
Officer (tel.: (703) 541-9811).
Very truly yours,
/s/ Spencer G. Feldman
Spencer G. Feldman
Enclosures
cc: Mr. Paul A. Romness