OS Therapies Inc. Files 8-K on Officer Changes and Shareholder Votes

TL;DR

OS Therapies Inc. 8-K: Director/officer changes, shareholder votes, and financial filings are in. Expect leadership shifts.

AI Summary

On October 21, 2025, OS Therapies Inc. filed an 8-K report detailing several key events. The filing includes information regarding the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for these officers. Additionally, the report covers the submission of matters to a vote of security holders and the filing of financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate governance and potential strategic shifts within OS Therapies Inc., impacting its leadership structure and shareholder engagement.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with compensatory arrangements, can indicate internal restructuring or strategic realignments that may carry inherent business risks.

Key Players & Entities

• OS Therapies Inc. (company) — Registrant
• October 21, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch Registered Common Stock, par value $0.001 per share OSTX NYSE American Indi

Filing Documents

• ea0261939-8k_ostherap.htm (8-K) — 50KB
• ea026193901ex10-1_ostherap.htm (EX-10.1) — 124KB
• 0001213900-25-100821.txt ( ) — 372KB
• ostx-20251021.xsd (EX-101.SCH) — 3KB
• ostx-20251021_lab.xml (EX-101.LAB) — 33KB
• ostx-20251021_pre.xml (EX-101.PRE) — 22KB
• ea0261939-8k_ostherap_htm.xml (XML) — 4KB

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 21, 2025, the stockholders of OS Therapies Incorporated (the "Company") approved and adopted an amendment (the "Plan Amendment") to the Company's 2023 Incentive Compensation Plan, as amended (the "Plan"), at its 2025 annual meeting of stockholders (the "Annual Meeting"). A summary of the material terms of the Plan, as amended by the Plan Amendment, is included under the heading "Proposal No. 4: The Plan Amendment Proposal" in the definitive proxy statement filed by the Company in connection with the Annual Meeting with the Securities and Exchange Commission on August 25, 2025 (the "Proxy Statement"). The summary is qualified in its entirety by reference to the full text of the Plan, as amended by the Plan Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

07. Submission of Matters to a Vote

Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held the Annual Meeting on October 21, 2025. At the Annual Meeting, the Company's stockholders were asked to vote upon: 1. The election of six directors, each to serve until the Company's 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified. The nominees for election were Paul A. Romness, John Ciccio, Avril McKean Dieser, Karim Galzahr, Olivier R. Jarry and Theodore F. Search; 2. The approval, in accordance with NYSE American LLC Company Guide Section 713(a), of the issuance of shares of the Company's common stock to Ayala Pharmaceuticals, Inc., which may, in lieu thereof, be issued in the form of a warrant to purchase an equal number of shares of common stock, in connection with the asset purchase transaction described in the Proxy Statement, in an amount equal to or exceeding 20% of the Company's common stock outstanding as of April 9, 2025 (the "Ayala Issuance"); 3. The approval of an amendment of the Company's third amended and restated certificate of incorporation, as amended, to increase the number of shares of the Company's common stock authorized for issuance thereunder from 50 million to 150 million (the "Charter Amendment"); 4. The approval of the Plan Amendment to (i) increase the number of shares of common stock available for issuance thereunder from 4 million to 10 million and (ii) increase the maximum number of shares of common stock granted to any one individual that is intended to qualify as "performance-based compensation"; 5. The adoption of a resolution approving a shareholder rights agreement and authorizing the Company's board of directors to adopt and implement such shareholder rights agreement at such time, if any, as the Company's board of directors determines to be appropriate and in the best interests of the Company (the "Rights Agreement Resolution"); and 6. The ratification of the appointment of Malo

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 OS Therapies Incorporated 2023 Incentive Compensation Plan, as amended. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 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: October 21, 2025 By: /s/ Paul A. Romness, MPH Name: Paul A. Romness, MPH Title: President and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR