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BCS

Current Report · Items 5.02, 5.07, 9.01 · 8-K

OS Therapies Incorporated

OSTXNYSE_AMERICANEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 9, 2026, the stockholders of OS Therapies Incorporated (the “Company”) approved and adopted the amendment and restatement of the Company’s 2023 Incentive Compensation Plan, as amended (the “Amended and Restated Plan”), at its 202…

Filed Sep 9, 2026Accepted Sep 9, 2026, 4:17 PM EDTCIK 1795091Accession 0001213900-26-098403
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Company context

OS Therapies is a clinical stage oncology company focused on the identification, development, and commercialization of treatments for Osteosarcoma (OS) and other solid tumors. The Company is the world leader in gene-edited, Listeria-based cancer immunotherapies. OST-HER2, the Company’s lead asset, is an immunotherapy leveraging the immune-stimulatory effects of Listeria bacteria to initiate a strong immune response targeting the HER2 protein. OST-HER2 is designed to target two mutated extracellular epitopes and one mutated intracellular epitope of the HER2 oncogene, requiring only one of these three epitopes to be present in a tumor (or micro-metastasis) to trigger the desired immune response. OST-HER2 has received Orphan Drug Designation (ODD), Fast Track Designation (FTD) and Rare Pediatric Disease Designation (RPDD) from the U.S. Food & Drug Administration and has received ODD, FTD, and Advanced Therapy Medicinal Products (ATMP) from the European Medicines Agency.

Current securities

Recent company filings

  1. 3 filingOct 5, 2026
  2. Entry into a Material Definitive Agreement · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other EventsOct 5, 2026
  3. S-8 filingSep 21, 2026
  4. Other EventsSep 10, 2026
  5. 424B7 filingSep 10, 2026

Disclosure sections

Items 5.02, 5.07, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 9, 2026, the stockholders of OS Therapies Incorporated (the “Company”) approved and adopted the amendment and restatement of the Company’s 2023 Incentive Compensation Plan, as amended (the “Amended and Restated Plan”), at its 2026 annual meeting of stockholders (the “Annual Meeting”). A summary of the material terms of the Amended and Restated Plan is included under the heading “Proposal No. 2: The Amended and Restated Plan Proposal” in the definitive proxy statement filed by the Company in connection with the Annual Meeting with the Securities and Exchange Commission on July 24, 2026 (the “Proxy Statement”). The summary is qualified in its entirety by reference to the full text of the Amended and Restated Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held the Annual Meeting on September 9, 2026. At the Annual Meeting, the Company’s stockholders were asked to vote upon: The election of six directors, each to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. The nominees for election were Paul A. Romness, John Ciccio, Craig Eagle, Avril McKean Dieser, Olivier R. Jarry and Theodore F. Search; The approval of the Amended and Restated Plan; and ────────────────────────────────────────────────────── The ratification of the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. ──────────────────────────────────────────────────────────────────────────────────────────────────── The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 26,059,902 of the 46,205,601 shares of the Company’s common stock entitled to vote, were as follows: The stockholders approved the election of each of the director nominees to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified, which required the affirmative vote of the majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows: For Withheld Broker Non-Votes ──────────────────────────────────────────────────────────────────── Paul A. Romness 7,336,591 67,922 18,655,389 John Ciccio 7,110,791 293,722 18,655,389 Craig Eagle 7,336,860 67,653 18,655,389 Avril McKean Dieser 7,336,889 67,624 18,655,389 Olivier R. Jarry 7,336,925 67,588 18,655,389 Theodore F. Search 7,336,522 67,991 18,655,389 The stockholders approved the Amended and Restated Plan, which required the affirmative vote of the majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows: ──────────────────────────────────────────────────────────────────────────────────────────────────────────────── For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 4,515,930 885,667 2,002,913 18,655,392 The stockholders ratified the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, which required the affirmative vote of the majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows: ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── For Against Abstain Broker Non-Votes ──────────────────────────────────────────────────────────────────────────────────────────────── 25,689,179 340,644 30,079

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