OS Therapies (OSTX) Proxy Filing summary

Executive summary

• Special Meeting called to approve issuance of common stock related to Series A Preferred Stock, Series A Warrants, and Agent Warrants, potentially exceeding 20% of outstanding shares as of December 24, 2024, in accordance with NYSE American rules.

• Private Placement raised approximately $7.1 million through the sale of 1,775,750 Series A Preferred Stock and Series A Warrants at $4.00 per unit, with closings on December 31, 2024, and January 14, 2025.

• Approval of the Issuance Proposal will allow conversion and exercise of these securities without regard to current limits, subject to anti-dilution and price reset provisions.

• If the Issuance Proposal is not approved, the company must call a meeting every four months until approval is obtained.

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 more time is needed to solicit proxies).

• Board recommends voting FOR both proposals.

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

• Holders of shares purchased in the Private Placement cannot vote those shares on the Issuance Proposal.

Board of directors and corporate governance

• Certain officers and directors entered into a Voting Agreement to vote their shares in favor of the Issuance Proposal.

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