OS Therapies (OSTX) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 14, 2025, in a virtual format, allowing shareholders to vote and participate online.

• Shareholders will vote on six key proposals, including director elections, share issuances, amendments to the charter and incentive plan, a shareholder rights agreement, and auditor ratification.

• The board recommends voting in favor of all proposals and has provided detailed proxy materials online for review.

Voting matters and shareholder proposals

• Election of six directors to serve until the 2026 annual meeting.

• Approval of the issuance of shares to Ayala Pharmaceuticals, Inc. in connection with an asset purchase, potentially diluting existing shareholders.

• Amendment to increase authorized common stock from 50 million to 150 million shares.

• Amendment to the 2023 Incentive Compensation Plan to increase available shares from 4 million to 10 million and raise individual grant limits.

• Approval of a shareholder rights agreement to deter hostile takeovers and authorize the board to implement it as needed.

• Ratification of MaloneBailey, LLP as the independent auditor for 2025.

• Procedures for submitting shareholder proposals for the next annual meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• The board consists of six members, with all except the CEO considered independent.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent membership.

• The board encourages director attendance at meetings and has established procedures for shareholder communications.

• A code of business conduct and ethics is in place, and an insider trading policy is planned for adoption in 2025.