SCHEDULE 13D/A: Major Shareholder Amends OS Therapies Stake Disclosure Following SEC Inquiry

Shalom Auerbach and Einodmil LLC have filed an Amendment No. 2 to their Schedule 13D, updating their beneficial ownership in OS Therapies Inc. and clarifying past transactions following an SEC comment letter.

Summary

• This document is Amendment No. 2 to the Schedule 13D filed by Shalom Auerbach and Einodmil LLC concerning their beneficial ownership in OS Therapies Inc.
• The amendment was filed in response to a comment letter from the U.S. Securities and Exchange Commission (SEC) dated March 10, 2025.
• Shalom Auerbach is deemed the beneficial owner of 2,829,582 shares of Common Stock, representing approximately 12.9% of the Issuer's outstanding shares.
• Einodmil LLC is deemed the beneficial owner of 2,806,211 shares of Common Stock, representing approximately 12.8% of the Issuer's outstanding shares.
• Both Mr. Auerbach and Einodmil LLC possess sole voting and dispositive power over their respective holdings.
• The beneficial ownership percentages are calculated based on 21,928,317 shares of Common Stock reported as outstanding as of January 28, 2025, in the Issuer's Form S-1.
• The Reporting Persons acquired and hold these securities for investment purposes, believing they were undervalued and presented an attractive investment opportunity.
• Einodmil LLC sold 16,720 shares of Common Stock on January 15, 2025, at a weighted average price of approximately $6.735 per share.
• Einodmil LLC sold an additional 100,000 shares of Common Stock on February 14, 2025, at a weighted average price of approximately $2.843 per share.
• Einodmil LLC received 375,000 shares of Common Stock on February 27, 2025, as a result of an Additional Transfer under a Transfer Agreement.
• Between July 31, 2024, and January 17, 2025, Einodmil LLC was issued 1,743,556 shares from Note Conversions totaling $3,270,000 in principal amount.
• Mr. Auerbach was issued 23,371 shares from Note Conversions totaling $25,000 in principal amount on August 2, 2024.

Sentiment

Score: 6

Explanation: The filing is primarily a factual disclosure in response to an SEC inquiry. While the investors state a belief in undervaluation, recent sales activity, particularly at a lower price, introduces some mixed signals. Overall sentiment is neutral to slightly positive due to the stated investment intent and significant ongoing stake.

Positives

• The Reporting Persons acquired shares for investment purposes, stating their belief that the securities were undervalued and represented an attractive investment opportunity.
• Shalom Auerbach and Einodmil LLC maintain significant beneficial ownership stakes of 12.9% and 12.8% respectively, indicating a substantial and potentially long-term commitment to the Issuer.

Negatives

• Einodmil LLC sold 100,000 shares on February 14, 2025, at a weighted average price of approximately $2.843, which is significantly lower than the $6.735 per share received for a sale of 16,720 shares on January 15, 2025.

Future Outlook

The Reporting Persons state their intention to review their investments in the Issuer on a continuing basis.

Industry Context

This filing is a routine disclosure of beneficial ownership changes and does not provide specific industry context or trends.

Stakeholder Impact

• Shareholders: Provides transparency regarding the holdings and recent trading activities of significant shareholders, which can influence market perception and investor confidence.

Next Steps

• The Reporting Persons intend to review their investments in the Issuer on a continuing basis.

Key Dates

Recommendation

Keywords

OS Therapies Inc., Schedule 13D, Beneficial Ownership, Shalom Auerbach, Einodmil LLC, Common Stock, SEC Filing, Investment, Shareholder, Equity Stake, Form S-1, Note Conversions