OS THERAPIES INCORPORATED SEC Filings

OS Therapies (OSTX) reported results of its 2025 annual meeting and stockholders approved an amendment to the company’s 2023 Incentive Compensation Plan. The meeting was held on October 21, 2025, with 20,516,482 shares present in person or by proxy out of 31,998,288 shares entitled to vote, establishing a quorum.

Votes were recorded on director nominees and other proposals as detailed, and the amended plan text was filed as Exhibit 10.1. Routine meeting items, including proposals receiving broker non-votes, were also tallied.

OS Therapies (OSTX) filed an 8-K announcing two items. First, the company furnished an investor presentation, available on its website and attached as Exhibit 99.1.

Second, the company adjourned its 2025 annual meeting held on October 14, 2025, to allow additional time to solicit proxies. The meeting will reconvene at 10:00 a.m. Eastern time on October 21, 2025, in a virtual format at https://meeting.vstocktransfer.com/OSTHERAPIESOCT25. Based on the preliminary tabulation of votes received, the Issuance Proposal, the Charter Amendment Proposal and the Auditor Ratification Proposal received the requisite votes for approval. The record date remains August 20, 2025. Stockholders of record who have not voted are encouraged to do so by October 20, 2025 at 11:59 p.m. Eastern time. Proxies previously submitted will be voted at the reconvened meeting unless properly revoked.

OS Therapies, Inc. (OSTX) prospectus supplement and base prospectus materials include disclosures about securities that may be offered, methods of distribution, and governance and capital-structure terms. The filing references the company’s Annual Report for year ended December 31, 2024 (filed March 31, 2025) and Quarterly Reports for periods ended March 31, 2025 and June 30, 2025 (filed May 15, 2025 and August 18, 2025), together with a series of Current Reports filed on specified 2025 dates. The prospectus outlines features of potential offerings of common stock, debt securities, warrants, rights, units and Series A senior convertible preferred stock, including conversion triggers (qualified public offering >$10.0 million at ≥$12.00/share; qualified PIPE >$20.0 million at ≥$12.00/share; third‑party cash acquisition at ≥$12.00/share; or sustained VWAP test), a 150% liquidation preference on Series A senior convertible preferred, and voting and conversion mechanics (one vote per share, as-converted voting subject to a $3.78 voting price floor). The document also lists permitted distribution methods, investor protections and typical indenture events of default and trustee procedures. It discloses certain scaled reporting exemptions available to smaller reporting companies.

OS Therapies Inc filed a Form D reporting a Regulation D securities offering under Rule 506(b). The company offered equity and related options/warrants, and reported a total offering amount of $3,777,808, with the entire amount sold and $0 remaining. The offering lists 10 investors and indicates solicitation across All States. Sales commissions are reported at $56,667 and no finders' fees were paid. The issuer selected an over $100,000,000 size classification and stated the minimum outside investment accepted was $0. The offering is not tied to a business combination and the issuer relied on a private placement exemption rather than a public registration.

OS Therapies Incorporated (OSTX) asks shareholders to vote on six proposals at its annual meeting, including election of directors, issuance of shares related to the HER2 Asset Purchase, amendments to the charter and equity compensation plan, a plan amendment to adjust equity-based compensation limits, adoption of a rights agreement, and ratification of the independent auditor. The company completed a HER2 Asset Purchase for an aggregate purchase price of $8,000,000, which included assumption of specified liabilities and issuance of consideration shares based on a 30-day weighted average price. The filing also describes that 567,500 shares of Series A preferred are deemed convertible for voting into 600,529 common shares and references a large proposed share pool (stated as 150,000,000 common and 5,000,000 preferred shares). Executive biographies, director nominees, governance, equity plan terms, and dilution and voting mechanics are disclosed.

OS Therapies Incorporated filed a prospectus supplement offering up to 41,909,790 shares of common stock, based on an assumed sale of 10,285,714 shares at an assumed price of $1.75 per share (closing price on NYSE American on August 7, 2025). The offering may be conducted as an “at the market” program through sales agents or directly to agents. Net proceeds are expected to fund clinical development and R&D programs, potential acquisitions or investments, and working capital; interim proceeds will be invested in short-term, investment-grade instruments. The company reported a net tangible book value per share of $(0.20) as of March 31, 2025. The prospectus discloses outstanding potential dilution from 2,294,643 shares issuable on conversion of Series A preferred stock, 9,490,184 shares issuable upon exercise of warrants, and 2,735,000 shares issuable upon exercise of options under the 2023 plan. Terms of the Series A preferred include mandatory conversion triggers, a 150% liquidation preference, and voting rights on an as-converted basis subject to floors. The document references periodic and current reports incorporated by reference for further details.