| Item 1. | |
| (a) | Name of issuer:
OS Therapies Incorporated |
| (b) | Address of issuer's principal executive offices:
115 Pullman Crossing Road, Suite #103, Grasonville, MD, 21638 |
| Item 2. | |
| (a) | Name of person filing:
Ayala Pharmaceuticals, Inc. ("Ayala") |
| (b) | Address or principal business office or, if none, residence:
21 Brownlee Place, Suite # 327 Basking Ridge, NJ 07920-9998 |
| (c) | Citizenship:
United States |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share |
| (e) | CUSIP No.:
68764Y207 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
2,164,215 shares of Common Stock. Such shares exclude (i) a warrant issued to Ayala to purchase 2,166,381 shares of Common Stock (the "Warrant" and the shares of Common Stock issuable thereunder, the "Warrant Shares") and (ii) subject to obtaining approval of the stockholders of the Issuer, issuance to Ayala of an additional 444,041 shares of Common Stock (the "Additional Consideration Shares"). The Warrant may not be exercised to the extent that the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation"), which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. Accordingly, subject to the Beneficial Ownership Limitation and said stockholder approval, Ayala may be deemed to beneficially own the Warrant Shares and the Additional Consideration Shares. |
| (b) | Percent of class:
See Row (11) of the cover page of the Reporting Person above. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Row (5) of the cover page of the Reporting Person above and note in Item 4 above
|
| | (ii) Shared power to vote or to direct the vote:
0
|
| | (iii) Sole power to dispose or to direct the disposition of:
See Row (7) of the cover page of the Reporting Person above and note in Item 4 above.
|
| | (iv) Shared power to dispose or to direct the disposition of:
0
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)