SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Search Theodore F.

(Last)

(First)

(Middle)

C/O OS THERAPIES INCORPORATED

15825 SHADY GROVE ROAD, SUITE 135

(Street)

ROCKVILLE

20850

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2024

3. Issuer Name and Ticker or Trading Symbol
OS Therapies Inc [ OSTX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.001 per share ("Common Stock")	20,000	D
Common Stock	37,500	I	Mill River Partners LLC⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Promissory Note	⁽²⁾	10/31/2024	Common Stock	$25,000	⁽²⁾	I	Mill River Partners LLC⁽¹⁾
Convertible Promissory Note	⁽²⁾	10/31/2024	Common Stock	$75,000	⁽²⁾	I	Mill River Partners LLC⁽¹⁾
Convertible Promissory Note	⁽³⁾	10/31/2024	Common Stock	$50,000	⁽³⁾	I	Mill River Partners LLC⁽¹⁾

Explanation of Responses:

1. Theodore F. Search serves on the board of managers of Mill River Partners LLC.

2. Represents the outstanding principal amount of convertible promissory notes held by Mill River Partners LLC, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock 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 million.

3. Represents the outstanding principal amount of a convertible promissory note held by Mill River Partners LLC, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock 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 million.

	/s/ Theodore F. Search	07/31/2024
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.