OS Therapies Inc

DEF 14A 1 ea0229179-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

115 Pullman Crossing Road, Suite #103

Grasonville, Maryland 21638

February 28, 2025

DEAR STOCKHOLDER:

It is my pleasure to invite you to attend a Special Meeting of Stockholders (the “Special Meeting”) of OS Therapies Incorporated (the “Company”). The Special Meeting will be held at the offices of Olshan Frome Wolosky LLP, located at 1325 Avenue of the Americas, 15 th Floor, New York, New York 10019, on March 31, at 10:00 a.m., Eastern time. At the Special Meeting you will be asked to consider and vote on the following proposals:

• To approve, in accordance with NYSE American LLC Company Guide Section 713(a), the issuance of shares of our common stock upon (i) the conversion of 1,775,750 shares of our Series A Senior Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) (the “Conversion Shares”), (ii) the exercise of certain warrants (the “Series A Warrants”) to purchase shares of our common stock (the “Warrant Shares”), and (iii) the exercise of certain other warrants (the “Agent Warrants”) issued to certain affiliates of the placement agent and selected dealer in connection with the private placement transaction described herein (the “Agent Warrant Shares”), in each case without regard to any limits on conversion or exercise therein and in amounts collectively equal to or exceeding 20% of our 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”); and

• To consider and vote on a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Issuance Proposal at the time of the Special Meeting (the “Adjournment Proposal” and, together with the Issuance Proposal, the “Proposals”).

At two closings on December 31, 2024 and January 14, 2025, we issued the Series A Preferred Stock and the Series A Warrants in a private placement (the “Private Placement”) pursuant to a Securities Purchase Agreement dated as of December 24, 2024 (the “Purchase Agreement”), by and among the Company and the purchasers party thereto from time to time. Shortly following the second closing of the Private Placement, we issued the Agent Warrants to certain affiliates of the placement agent and selected dealer for the Private Placement, as detailed further herein. With respect to the Issuance Proposal, we are seeking stockholder approval, in accordance with Section 713(a) of the NYSE American LLC Company Guide, to issue all of the Conversion Shares, Warrant Shares, and Agent Warrant Shares underlying the Series A Preferred Stock, Series A Warrants and Agent Warrants, respectively, in each case without regard to any limits on conversion or exercise therein and in amounts collectively equal to or exceeding 20% of our 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).

You are cordially invited to attend the meeting in person. However, to ensure your representation at the meeting, please mark, sign, date and return your proxy as promptly as possible in the enclosed postage-prepaid envelope (which will be provided to those stockholders who request to receive paper copies of these materials by mail). If you attend the meeting you may vote in person, even if you have returned a proxy.

The enclosed Notice of Special Meeting of Stockholders and Proxy Statement describes the Proposals to be considered and voted upon at the Special Meeting. Our Board of Directors has fixed the close of business on February 12, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting.

I look forward to your engagement with the Special Meeting.

Sincerely,

Paul A. Romness, MPH

President and Chief Executive Officer

NOTICE OF SPECIAL MEETING OF OS THERAPIES INCORPORATED STOCKHOLDERS

TO THE STOCKHOLDERS OF OS THERAPIES INCORPORATED:

A Special Meeting of Stockholders (the “Special Meeting”) of OS THERAPIES INCORPORATED (the “Company”) will be held on March 31, 2025, at 10:00 a.m., Eastern time, at the offices of Olshan Frome Wolosky LLP, located at 1325 Avenue of the Americas, 15 th Floor, New York, New York 10019.

The Special Meeting is being held for the following purposes:

1. To approve, in accordance with NYSE American LLC Company Guide Section 713(a), the issuance of shares of our common stock upon (i) the conversion of 1,775,750 shares of our Series A Senior Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) (the “Conversion Shares”), (ii) the exercise of certain warrants (the “Series A Warrants”) to purchase shares of our common stock (the “Warrant Shares”), and (iii) the exercise of certain other warrants (the “Agent Warrants”) issued to certain affiliates of the placement agent and selected dealer in connection with the private placement transaction described herein (the “Agent Warrant Shares”), in each case without regard to any limits on conversion or exercise therein and in amounts collectively equal to or exceeding 20% of our 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”); and

2. To consider and vote on a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Issuance Proposal at the time of the Special Meeting (the “Adjournment Proposal” and, together with the Issuance Proposal, the “Proposals”).

You are cordially invited to attend the meeting in person. However, to ensure your representation at the meeting, please mark, sign, date and return your proxy as promptly as possible in the enclosed postage-prepaid envelope (which will be provided to those stockholders who request to receive paper copies of these materials by mail). If you attend the meeting you may vote in person, even if you have returned a proxy.

Only stockholders of record at the close of business on February 12, 2025 are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the meeting.

The attached Proxy Statement and the enclosed proxy materials are first being mailed to our stockholders on or about February 28, 2025.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Special Meeting, we urge you to submit your vote.

By Order of the Board of Directors:

Paul A. Romness, MPH

Chairman, President and Chief Executive Officer

February 28, 2025

OS Therapies Incorporated

Proxy Statement