OS Therapies Inc

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

August 25, 2025

DEAR STOCKHOLDER:

It is my pleasure to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of OS Therapies Incorporated (the “Company,” “we,” “our” or “us”). The Annual Meeting will be held in a virtual meeting format on October 14, 2025, at 10:00 a.m., Eastern time. You may attend, vote and submit questions during the Annual Meeting via the Internet athttps://meeting.vstocktransfer.com/OSTHERAPIESOCT25. We have designed the format of the Annual Meeting to ensure that you are afforded the same rights and opportunities to participate as you would at an in-person meeting, using online tools to ensure your access and participation. At the Annual Meeting you will be asked to consider and vote on the following proposals:

1. To elect six (6) directors, the names of whom are set forth in the accompanying Proxy Statement, each to serve until our 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified;

2. To approve, in accordance with NYSE American LLC Company Guide Section 713(a), the issuance of shares of our 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 collectively equal to or exceeding 20% of our common stock outstanding as of April 9, 2025;

3. To approve an amendment of our third amended and restated certificate of incorporation, as amended, to increase the number of shares of our common stock authorized for issuance thereunder from 50 million to 150 million;

4. To approve an amendment to the OS Therapies Incorporated 2023 Incentive Compensation Plan, as amended, 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. To adopt a resolution approving a shareholder rights agreement and authorizing our board of directors to adopt and implement such shareholder rights agreement at such time, if any, as our board of directors determines to be appropriate and in the best interests of the Company;

6. To vote upon the ratification of the appointment of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

7. To transact such other business as may properly come before the Annual Meeting, including any motion to adjourn to a later date to permit further solicitation of proxies, if necessary, or before any adjournment thereof.

The enclosed Notice of Annual Meeting of Stockholders and Proxy Statement describes the proposals to be considered and voted upon at the Annual Meeting. Our board of directors has fixed the close of business on August 20, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.

I look forward to your engagement with the Annual Meeting.

Sincerely,

/s/ Paul A. Romness, MPH

Paul A. Romness, MPH

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF OS THERAPIES INCORPORATED STOCKHOLDERS

TO THE STOCKHOLDERS OF OS THERAPIES INCORPORATED:

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of OS THERAPIES INCORPORATED (the “Company,” “we,” “our” or “us”) will be held in a virtual meeting format on October 14, 2025, at 10:00 a.m., Eastern time. You may attend, vote and submit questions during the Annual Meeting via the Internet athttps://meeting.vstocktransfer.com/OSTHERAPIESOCT25. We have designed the format of the Annual Meeting to ensure that you are afforded the same rights and opportunities to participate as you would at an in-person meeting, using online tools to ensure your access and participation.

At the Annual Meeting you will be asked to consider and vote on the following proposals:

1. To elect six (6) directors, the names of whom are set forth in the accompanying Proxy Statement, each to serve until our 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified;

2. To approve, in accordance with NYSE American LLC Company Guide Section 713(a), the issuance of shares of our 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 our common stock outstanding as of April 9, 2025;

3. To approve an amendment of our third amended and restated certificate of incorporation, as amended, to increase the number of shares of our common stock authorized for issuance thereunder from 50 million to 150 million;

4. To approve an amendment to the OS Therapies Incorporated 2023 Incentive Compensation Plan, as amended, 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. To adopt a resolution approving a shareholder rights agreement and authorizing our board of directors to adopt and implement such shareholder rights agreement at such time, if any, as our board of directors determines to be appropriate and in the best interests of the Company;

6. To vote upon the ratification of the appointment of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

7. To transact such other business as may properly come before the Annual Meeting, including any motion to adjourn to a later date to permit further solicitation of proxies, if necessary, or before any adjournment thereof.

You are cordially invited to attend the virtual Annual Meeting. Only stockholders of record at the close of business on August 20, 2025 are entitled to notice of, and to vote at, the Annual 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 September 4, 2025.

YOUR VOTE IS IMPORTANT. Whether you expect to attend the virtual Annual Meeting or not, please vote your shares by Internet or by mail pursuant to the instructions included on the proxy card or voting instruction card. If you attend the Annual Meeting, you may vote your shares over the Internet, even though you have previously signed and returned your proxy.

By Order of the Board of Directors:

/s/ Paul A. Romness, MPH

Paul A. Romness, MPH

Chairman, President and Chief Executive Officer

Important Notice of Internet Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be held on October 14, 2025. The Notice, this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (our “2024 Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on March 31, 2025 are available through the Internet atir.ostherapies.com/proxy-materials. Under SEC rules, we are providing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to notify you of the availability of our proxy materials on the Internet. The Notice of Internet Availability instructs you on how to access and review this Proxy Statement and our 2024 Annual Report. The Notice of Internet Availability also instructs you on how you may authorize a proxy to vote your shares over the Internet and provides instructions on how you can request a paper copy of these documents if you desire, and how you can enroll in e-delivery. If you received your annual meeting materials via email, the email contains voting instructions and links to this Proxy Statement and our 2024 Annual Report on the Internet.

OS Therapies Incorporated

Proxy Statement