UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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CURRENT REPORT ON FORM 8-K
OS Therapies Incorporated (the “Company”)
April 9, 2025
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 9, 2025 at 10:00 a.m., Eastern time, the Company convened a Special Meeting of Stockholders (the “Special Meeting”) at the offices of Olshan Frome Wolosky LLP, 1325 Avenue of the Americas, 15th Floor, New York, New York 10019 for the sole purpose of seeking approval, in accordance with NYSE American LLC Company Guide Section 713(a), of the issuance of shares of the Company’s common stock upon (i) the conversion of 1,775,750 shares of Series A Senior Convertible Preferred Stock, (ii) the exercise of certain warrants to purchase shares of common stock, and (iii) the exercise of certain other warrants issued to certain affiliates of the placement agent and selected dealer in connection with the Company’s recent private placement transaction, in each case without regard to any limits on conversion or exercise therein and in amounts collectively equal to or exceeding 20% of the Company’s 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”).
The Issuance Proposal required the affirmative vote of a majority of the votes cast at the meeting. The total number of shares voted was 11,673,923 and the voting results were as follows:
| Votes For | Votes Against | Abstentions | ||||||||
| 11,587,018 | 74,984 | 11,921 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: April 9, 2025 | By: | /s/ Paul A. Romness, MPH | |
| Name: | Paul A. Romness, MPH | ||
| Title: | President and Chief Executive Officer | ||
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