OS Therapies Inc (OSTX): M&A transaction — OS Therapies closes $8M asset acquisition from Ayala; eliminates $20M milestones, cuts royalty to 1.5%

OS Therapies Inc

Total consideration $8M: $400k cash to Ayala, $100k to third party, $7.5M in stock (4,774,637 shares at VWAP).
Eliminated $3.5M Biologics License filing milestone and $16.5M in sales milestones for OST-HER2.
Royalty on OST-HER2, ADXS-503, ADXS-504 reduced from 10% to 1.5% of net sales (to Univ. of Pennsylvania).
Added three clinical-stage candidates (OST-AXAL for HPV, OST-503 for NSCLC, OST-PSA for prostate) and 8 preclinical constructs.
Issued 2,164,215 shares and a warrant for 2,166,381 shares (exercise $0.001, 3-yr term); additional 444,041 shares pending stockholder approval.

item 2.01 item 3.02 item 1.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

OS Therapies Inc completed an acquisition involving Ayala Pharmaceuticals, Inc. for aggregate purchase price of $8,000,000 (closed 2025-04-09).

Action: acquisition
Counterparty: Ayala Pharmaceuticals, Inc.
Consideration: aggregate purchase price of $8,000,000
Closing: 2025-04-09

Exact text from the filing

term of such license. In consideration for the purchase of the HER2 Assets, the Company agreed to assume certain specified liabilities and to pay an aggregate purchase price of $8,000,000, which was paid as follows: (i) $400,000 to Ayala ($150,000 of which was transferred upon signing of the Purchase Agreement and the remainder on the closing date); (ii) $100,000 to

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Source: SEC EDGAR

accession 0001213900-25-032071

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