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    OS Therapies Incorporated filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    4/9/25 5:29:29 PM ET
    $OSTX
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $OSTX alert in real time by email
    false 0001795091 0001795091 2025-04-09 2025-04-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, DC 20549

     

    FORM 8-K

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the

    Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): April 9, 2025

     

    OS THERAPIES INCORPORATED

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-42195   82-5118368
    (State or other jurisdiction
    of incorporation)
      (Commission File Number)   (IRS Employer
    Identification No.)

     

    115 Pullman Crossing Road, Suite 103
    Grasonville, Maryland
      21638
    (Address of Principal Executive Offices)   (Zip Code)

     

    Registrant’s telephone number, including area code: (410) 297-7793

     

    N/A

    (Former name or former address, if changed since last report.)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
    Common Stock, par value $0.001 per share   OSTX   NYSE American

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

     

    CURRENT REPORT ON FORM 8-K

     

    OS Therapies Incorporated (the “Company”)

     

    April 9, 2025

      

    Item 5.07 Submission of Matters to a Vote of Security Holders.

      

    On April 9, 2025 at 10:00 a.m., Eastern time, the Company convened a Special Meeting of Stockholders (the “Special Meeting”) at the offices of Olshan Frome Wolosky LLP, 1325 Avenue of the Americas, 15th Floor, New York, New York 10019 for the sole purpose of seeking approval, in accordance with NYSE American LLC Company Guide Section 713(a), of the issuance of shares of the Company’s common stock upon (i) the conversion of 1,775,750 shares of Series A Senior Convertible Preferred Stock, (ii) the exercise of certain warrants to purchase shares of common stock, and (iii) the exercise of certain other warrants issued to certain affiliates of the placement agent and selected dealer in connection with the Company’s recent private placement transaction, in each case without regard to any limits on conversion or exercise therein and in amounts collectively equal to or exceeding 20% of the Company’s common stock outstanding as of December 24, 2024 (including upon the operation of applicable price reset and anti-dilution provisions and/or the reduction of conversion prices and exercise prices) (the “Issuance Proposal”).

     

    The Issuance Proposal required the affirmative vote of a majority of the votes cast at the meeting. The total number of shares voted was 11,673,923 and the voting results were as follows:

     

    Votes For   Votes Against   Abstentions 
     11,587,018    74,984    11,921 

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit
    Number  
      Description  
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

     

    1

     

     

    SIGNATURE

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      OS THERAPIES INCORPORATED
       
    Dated: April 9, 2025 By: /s/ Paul A. Romness, MPH
        Name:  Paul A. Romness, MPH
        Title: President and Chief Executive Officer

     

     

     

    2

     
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