OS Therapies Inc 8-K, filed Aug 15, 2025
OS Therapies Inc (OSTX)
About this 8-K
OS Therapies Inc filed this 8-K on August 15, 2025.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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
August 15, 2025
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 15, 2025, the Board of Directors (the “Board”) of OS Therapies Incorporated (the “Company”) approved and adopted an amendment (the “Amendment”) to Section 3.10 of Article III of the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of such date, to change the quorum for the transaction of business at stockholder meetings to one-third of the voting power of the outstanding shares of stock of the Company entitled to vote on a matter at the meeting, present in person or represented by proxy. For purposes of the foregoing, where a separate vote by class or classes is required for any matter, the holders of one-third of the voting power of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum to take action with respect to that vote on that matter.
Except as specifically amended above, the Bylaws remain in full force and effect.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of Amendment No. 1 to the Amended and Restated Bylaws of the Company, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.1 | Amendment No. 1 to the Amended and Restated Bylaws of OS Therapies Incorporated. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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: August 15, 2025 | By: | /s/ Paul A. Romness, MPH | |
| Name: | Paul A. Romness, MPH | ||
| Title: | President and Chief Executive Officer | ||
2
Exhibit 3.1
AMENDMENT NO. 1
TO
THE AMENDED AND RESTATED BYLAWS
OF
OS THERAPIES INCORPORATED
(Adopted by the Board of Directors effective as of August 15, 2025)
This Amendment No. 1 to the Amended and Restated Bylaws (the “Bylaws”) of OS Therapies Incorporated, a Delaware corporation (the “Corporation”), hereby amends the Bylaws in the following respects:
| 1. | Section 3.10 of Article III of the Bylaws is hereby amended and restated in its entirety to read as follows: |
“Section 3.10 Quorum. Except as may be otherwise required by law or the Certificate of Incorporation, at any meeting of the stockholders, the presence in person or by proxy of the holders of record of shares of stock that would constitute one-third (1/3) of the votes if all the issued and outstanding shares of stock entitled to vote at such meeting were present and voted shall be necessary to constitute a quorum; provided, however, that, where a separate vote by a class or series of stock is required, a quorum shall consist of the presence in person or by proxy of the holders of record of shares of stock that would constitute one-third (1/3) of the votes of such class or series if all issued and outstanding shares of stock of such class or series entitled to vote at such meeting were present and voted. In the absence of a quorum and until a quorum is secured, either the chairman of the meeting or a majority of the votes cast at the meeting by stockholders who are present in person or by proxy may adjourn the meeting, from time to time, without further notice if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken. No business shall be transacted at any such adjourned meeting except such as might have been lawfully transacted at the original meeting.”
| 2. | Except as specifically amended above, the Bylaws shall remain in full force and effect |