OS Therapies (OSTX) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 31, 2025, to vote on two key proposals: the Issuance Proposal and the Adjournment Proposal.

• Issuance Proposal seeks approval to issue shares of common stock upon conversion of Series A Preferred Stock and exercise of related warrants, potentially exceeding 20% of outstanding shares.

• Private Placement raised approximately $7.1 million through the sale of Series A Preferred Stock and Series A Warrants at $4.00 per unit.

• Board unanimously recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Stockholders will vote on the Issuance Proposal (approval of share issuance related to Series A Preferred Stock, Series A Warrants, and Agent Warrants) and the Adjournment Proposal (to adjourn the meeting if necessary).

• Approval requires a majority of votes cast; abstentions and broker non-votes have no effect.

• If the Issuance Proposal is not approved, meetings must be called every four months until approval is obtained.

• No dissenters' or appraisal rights are available for these proposals.

Board of directors and corporate governance

• Board solicits proxies and bears all solicitation costs; directors and employees may solicit proxies without additional compensation.

• Stockholders may communicate with the Board and submit proposals or director nominations for the 2025 annual meeting following specified procedures.