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Form 8-K

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OSTX The article reports on the appointment of new CFO and CCO, and details their employment agreements and compensation. It also mentions the company's lead product candidate Herlystic and its regulatory path. The overall tone is factual and informative, without strong positive or negative indicators for the stock itself. PTHS Mentioned as a former employer of the newly appointed CFO, Francis Knuettel II. The context is historical and does not provide current sentiment for PTHS. EDVA Mentioned as a company where the newly appointed CFO, Francis Knuettel II, serves as a director. This is a factual mention and does not provide sentiment for EDVA. BLNE Mentioned as a company where the newly appointed CFO, Francis Knuettel II, serves as a director. This is a factual mention and does not provide sentiment for BLNE.

8-K — OS Therapies Inc

Accession: 0001213900-26-106849

Filed: 2026-10-05

Period: 2026-09-29

CIK: 0001795091

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0307611-8k_ostherapies.htm (Primary)

EX-10.1 — EMPLOYMENT AGREEMENT, DATED AS OF SEPTEMBER 29, 2026, BETWEEN OS THERAPIES INCORPORATED AND FRANCIS KNUETTEL II (ea030761101ex10-1.htm)

EX-10.2 — EMPLOYMENT AGREEMENT, DATED AS OF SEPTEMBER 29, 2026, BETWEEN OS THERAPIES INCORPORATED AND KERRY CLEM (ea030761101ex10-2.htm)

EX-99.1 — PRESS RELEASE ISSUED BY OS THERAPIES INCORPORATED ON OCTOBER 1, 2026 (ea030761101ex99-1.htm)

GRAPHIC (ea030761101_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-09-29

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September

29, 2026

OS THERAPIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

001-42195

82-5118368

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

115 Pullman Crossing Road, Suite 103

Grasonville, Maryland

21638

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area

code: (410) 297-7793

N/A

(Former name or former address, if changed since last

report.)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

OSTX

NYSE American

Indicate by check mark whether the registrant is an

emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

If

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

CURRENT REPORT ON FORM 8-K

OS Therapies Incorporated

September 29, 2026

Item 1.01. Entry into a Material Definitive Agreement.

The information set forth under

Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers;

Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective September 29, 2026, the Board

of Directors of OS Therapies Incorporated (the “Company”) appointed Francis (Frank) Knuettel II

to serve as Chief Financial Officer of the Company and Kerry Clem to serve as Chief Commercial Officer of the Company. In connection with Mr. Knuettel’s appointment, Christopher P. Acevedo ceased serving as Chief Financial Officer of the

Company and will continue to provide services to the Company in a consulting capacity.

Frank Knuettel II, CFO

Frank Knuettel II, 60, brings

more than three decades of executive leadership experience with early-stage public companies in the technology and life sciences sectors.

From June 2022 through July 2025, Mr. Knuettel served as Chief Financial Officer of Channel Therapeutics Corporation (formerly NYSE American:

CHRO), a developer of non-opioid pain therapeutics, and, beginning in July 2023, also served as Chief Executive Officer. Following Channel’s

merger with LNHC, Inc. and the subsequent change of Channel’s name to Pelthos Therapeutics Inc. (NYSE American: PTHS) in July 2025,

Mr. Knuettel served as Chief Financial Officer of Pelthos, a biopharmaceutical company focused on commercializing innovative, safe and

efficacious therapeutic products to address unmet treatment needs, until April 2026. Prior to that, from December 2020 to March 2022,

he served as Chief Executive Officer of Unrivaled Brands, Inc. (formerly OTCQX: UNRV), a California-based operator of cannabis assets.

Mr. Knuettel also serves as a director of Endovia Health Sciences, Inc. (NYSE American: EDVA), a cannabinoid health sciences company,

and Beeline Holdings, Inc. (Nasdaq: BLNE), a technology-driven mortgage lender and home equity platform. Over the course of his career,

he has helped raise more than $500 million through equity and debt financings in the United States and Canada. In addition, he has managed

more than 15 mergers and acquisitions as both a buyer and seller and has handled large-scale licensing transactions with Fortune 50 companies.

Mr. Knuettel received a B.A. in Economics from Tufts University and an M.B.A. in Finance and Entrepreneurial Management from The Wharton

School at the University of Pennsylvania.

In connection with Mr. Knuettel’s

appointment as Chief Financial Officer, the Company entered into an employment agreement with Mr. Knuettel setting forth the terms of

his employment and initial compensation. Mr. Knuettel’s employment agreement has an initial term of three years commencing September

29, 2026. If the Company elects not to extend the employment agreement, it must give at least 180 days’ prior written notice, and

the term will be extended as necessary so that it ends no earlier than 180 days after notice. Pursuant to his employment agreement, Mr.

Knuettel will receive a base salary of $300,000 per year, which will increase to $360,000 following a material transaction occurring at

any time after the date that is 30 days following the effective date of his employment. A material transaction includes the sale of a

priority review voucher, a financing or series of financings totaling more than $10 million, a royalty financing, the licensing by the

Company of any of its programs resulting in cumulative payments in excess of $10 million, or any similar event in scope and magnitude.

1

Subject to approval by the Company’s

board of directors and the terms of the applicable award agreements, Mr. Knuettel will also receive the following equity awards under

the Company’s Amended and Restated 2023 Incentive Compensation Plan:

● Initial

Grant. Options to purchase 750,000 shares of the Company’s common stock and

250,000 restricted stock units (“RSUs”). 20% of each award will vest upon grant,

with the remaining 80% vesting in 12 equal installments on the last day of each calendar

quarter, subject to Mr. Knuettel’s continued employment with the Company on each applicable

vesting date.

● Performance

Grants.

(a). Options to purchase 150,000 shares of the Company’s common stock and 50,000 RSUs upon the completion

by the Company of a capital raise in excess of $10 million.

(b). Options to purchase 75,000 shares of the Company’s common stock and 25,000 RSUs upon each of the

following events:

1. the execution of one or more out-license agreements with respect to any of the Company’s intellectual

property resulting in cumulative gross proceeds to the Company in excess of $10 million;

2. the sale by the Company of any priority review voucher for consideration in excess of $100 million;

3. the entry into a royalty transaction pursuant to which the Company sells a royalty in return for an infusion

of capital, with cumulative proceeds to the Company in excess of $10 million; and

4. the research initiation by an analyst at a mid-tier investment bank.

Mr. Knuettel’s employment

agreement also provides him with certain severance benefits. If, prior to the third anniversary of his employment commencement date, the

Company terminates Mr. Knuettel’s employment other than for Cause (as defined in the employment agreement), or Mr. Knuettel terminates

his employment for Good Reason (as defined in the employment agreement), the Company will (i) continue to pay his base salary for 180

days following termination, (ii) accelerate the vesting of his outstanding stock options and other equity awards such that the number

of vested awards equals the number that would have vested had he remained employed through the 180-day severance period, and (iii) if

he timely elects COBRA continuation coverage, pay or reimburse him for an amount equal to the Company’s share of the health insurance

premiums based on his level of coverage immediately prior to termination. Receipt of the severance benefits is conditioned upon Mr. Knuettel’s

execution, and non-revocation within 60 days following termination, of a separation and release of claims agreement and his continued

compliance with his post-employment obligations, including those under his confidentiality and non-competition agreement.

Kerry Clem, CCO

Kerry Clem, 57, has extensive

experience in commercial leadership and product launches in the biotechnology and specialty therapeutics sectors. Since May 2026, Mr.

Clem has served as a managing director of WLH Consulting, Inc., a specialized consulting firm serving biopharma and life sciences organizations.

From August 2024 to July 2025, Mr. Clem served as Chief Commercial Officer of Solaxa Inc., a clinical-stage biopharmaceutical company

developing therapies for neurodegenerative diseases and nerve damage, and from August 2025 to May 2026, also served as its Chief Executive

Officer. Prior to joining Solaxa, Mr. Clem served as Chief Commercial Officer of Acorda Therapeutics, Inc. (formerly Nasdaq: ACOR), a

biopharmaceutical company developing therapies for neurological disorders, from September 2021 to August 2024, and held several senior

positions at Acorda since January 2011. Mr. Clem has more than 25 years of sales and marketing experience in neurology, oncology, movement

disorders, cardiology and pain. Over the course of his career, he has been involved in building commercial organizations

and launching multiple products. Mr. Clem holds a B.S. degree from Florida State University.

2

In connection with Mr. Clem’s

appointment as Chief Commercial Officer, the Company entered into an employment agreement with Mr. Clem setting forth the terms of his

employment and initial compensation. Mr. Clem’s employment agreement has an initial term of three years commencing September 29,

2026. If the Company elects not to extend the employment agreement, it must give at least 180 days’ prior written notice, and the

term will be extended as necessary so that it ends no earlier than 180 days after notice. Pursuant to his employment agreement, Mr. Clem

will receive a base salary of $300,000 per year.

Subject to approval by the Company’s

board of directors and the terms of the applicable award agreements, Mr. Clem will also receive options to purchase 700,000 shares of

the Company’s common stock and 200,000 RSUs under the Company’s Amended and Restated 2023 Incentive Compensation Plan. 20%

of each award will vest upon grant, with the remaining 80% vesting in 12 equal installments on the last day of each calendar quarter,

subject to Mr. Clem’s continued employment with the Company on each applicable vesting date. Mr. Clem’s employment agreement

also contemplates that he may be granted additional performance-based equity awards upon the achievement of milestones to be determined

by the Company’s board of directors.

Mr. Clem’s employment agreement

also provides him with certain severance benefits. If, prior to the third anniversary of his employment commencement date, the Company

terminates Mr. Clem’s employment other than for Cause (as defined in the employment agreement), or Mr. Clem terminates his employment

for Good Reason (as defined in the employment agreement), the Company will (i) continue to pay his base salary for 180 days following

termination, (ii) accelerate the vesting of his outstanding stock options and other equity awards such that the number of vested awards

equals the number that would have vested had he remained employed through the 180-day severance period, and (iii) if he timely elects

COBRA continuation coverage, pay or reimburse him for an amount equal to the Company’s share of the health insurance premiums based

on his level of coverage immediately prior to termination. Receipt of the severance benefits is conditioned upon Mr. Clem’s execution,

and non-revocation within 60 days following termination, of a separation and release of claims agreement and his continued compliance

with his post-employment obligations, including those under his confidentiality and non-competition agreement.

In addition, each of Messrs. Knuettel

and Clem entered into the Company’s standard form of confidentiality and non-competition agreement, pursuant to which each agreed

to customary confidentiality and non-competition covenants. Each employment agreement provides that these covenants survive termination

and that the Company is entitled to relief for breach. Each executive will also be subject to Company’s clawback policy.

There are no arrangements or understandings

between either Mr. Knuettel or Mr. Clem and any other person pursuant to which either was selected as an officer of the Company. There

are no family relationships between either Mr. Knuettel or Mr. Clem and any director or executive officer of the Company that would require

disclosure under Item 401(d) of Regulation S-K, and neither Mr. Knuettel nor Mr. Clem has a direct or indirect material interest in any

transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing descriptions of

the employment agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the applicable

employment agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by

reference.

Item 8.01. Other Events.

On October 1, 2026, the Company

issued a press release announcing the appointments of Mr. Knuettel and Mr. Clem, a copy of which is furnished as Exhibit 99.1 to this

Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 8.01,

including Exhibit 99.1, of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section,

nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless

of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

3

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

10.1+

Employment Agreement, dated as of September 29, 2026, between OS Therapies Incorporated and Francis Knuettel II.

10.2+

Employment Agreement, dated as of September 29, 2026, between OS Therapies Incorporated and Kerry Clem.

99.1

Press Release issued by OS Therapies Incorporated on October 1, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

+ Indicates a management contract or any compensatory plan,

contract or arrangement.

4

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: October 5, 2026

By:

/s/ Paul A. Romness, MPH

Name:

Paul A. Romness, MPH

Title:

President and Chief Executive Officer

5

EX-10.1 — EMPLOYMENT AGREEMENT, DATED AS OF SEPTEMBER 29, 2026, BETWEEN OS THERAPIES INCORPORATED AND FRANCIS KNUETTEL II

EX-10.1

Filename: ea030761101ex10-1.htm · Sequence: 2

Exhibit 10.1

EMPLOYMENT AGREEMENT

AGREEMENT, dated as of September

29th, 2026, between OS Therapies Incorporated, a Delaware corporation (the “Company”), and Francis Knuettel II (the “Executive”).

WHEREAS, the Company desires to

retain the services of the Executive and to that end desires to enter into a contract of employment with him, upon the terms and conditions

herein set forth; and

WHEREAS, the Executive desires

to be employed by the Company upon such terms and conditions.

NOW, THEREFORE, in consideration

of the premises and of the mutual benefits and covenants contained herein, the parties hereto, intending to be bound, hereby agree as

follows:

1. APPOINTMENT AND TERM

Subject to the terms hereof, the

Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, all in accordance with the terms and

conditions set forth herein, for a period of three years commencing on the date hereof (the “Commencement Date”) and ending

on the third anniversary of such date. The Executive shall hold the position of Chief Financial Officer of the Company.

2. DUTIES

(a) The

Executive shall, unless prevented by incapacity, devote substantially all of his time, attention and ability to the discharge of his duties

hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may reasonably be assigned to

or vested in him by the Board of Directors of the Company (the “Board”), such duties to be consistent with his position. The

Executive shall obey the reasonable and lawful directions of the Board and CEO and shall use all reasonable efforts to promote the interests

of the Company and to maintain and promote the reputation thereof.

(b) The

Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board)

be directly and indirectly engaged or concerned or interested in any other business or commercial activity except (i) through ownership

of an interest of not more than 2% in any entity or (ii) one that does not require a significant time commitment by the Executive or impair

the ability of the Executive to discharge his duties hereunder).

(c) The

Executive shall be based in the New Fairfield, Connecticut area, except for required travel on the Company’s business.

3. REMUNERATION

(a) Base

Salary. As compensation for his services pursuant hereto, the Executive shall initially be paid a salary at the rate of $300,000 per annum.

Following a material transaction more than 30 days after employment, which shall include the sale of the PRV, a financing or series of

financings totaling in excess of $10.0 million, royalty financing, out licensure of any of the Company’s programs upon reaching

cumulative payments in excess of $10.0 million or any similar event in scope and magnitude, Executive’s salary shall be increased

to $360,000 per annum. This amount shall be payable in equal periodic installments in accordance with the usual payroll practice of the

Company.

(b) Equity.

(i) Initial

Grant. Subject to the approval of the Company’s Board of Directors (the “Board”), Executive will be granted equity awards

covering 750,000 shares of the Company’s common stock in the form of stock options (“Options”) and 250,000 shares of

the Company’s common stock in the form of restricted stock units (“RSUs”) as determined by the Board (such award or

awards, the “Initial Equity Award”). The Initial Equity Awards will vest as to 20% upon grant for each of the Options and

RSUs subject to the Initial Equity Award; thereafter, the remainder of the Initial Equity Award will vest in twelve substantially equal

quarterly installments on the last day of each quarter (i.e., every three calendar months), until fully vested, subject, in each case,

to Executive’s continued employment by the Company through each such vesting date. The Initial Equity Award will be subject to the

terms of the Company’s Incentive Stock Option Plan (as amended from time to time, the “Plan”).

(ii) Performance

Grants. Subject to the approval of the Company’s Board, Executive will be granted equity awards following certain milestones as

follows:

· Following a gross capital raise in excess of $10.0 million, Executive shall be granted 150,000 shares

of the Company’s common stock in the form of Options and 50,000 shares of the Company’s common stock in the form of RSUs;

· Following the out license(s) of any the Company’s intellectual property, with cumulative gross proceeds

to the Company in excess of $10.0 million, Executive shall be granted 75,000 shares of the Company’s common stock in the form of

Options and 25,000 shares of the Company’s common stock in the form of RSUs;

· Following the sale of any Company priority review voucher in excess of $100.0 million, Executive shall

be granted 75,000 shares of the Company’s common stock in the form of Options and 25,000 shares of the Company’s common stock

in the form of RSUs;

· Following a royalty transaction whereby the Company sells a royalty in return for an infusion of capital,

with cumulative proceeds to the Company in excess of $10.0 million, Executive shall be granted 75,000 shares of the Company’s common

stock in the form of Options and 25,000 shares of the Company’s common stock in the form of RSUs;

2

· Following research initiation by an analyst at a mid-tier investment bank (for example, Jeffries or Piper

Sandler), Executive shall be granted 75,000 shares of the Company’s common stock in the form of Options and 25,000 shares of the

Company’s common stock in the form of RSUs.

4. HEALTH INSURANCE AND OTHER FRINGE BENEFITS

In addition to the compensation

specified in Section 3, the Executive shall be entitled to participate in regular employee fringe benefit programs to the extent such

programs are offered by the Company to its executive employees, including, but not limited to, 401K plan, medical and hospitalization

insurance and life insurance that are substantially consistent with the programs of the Company in effect prior to the Commencement Date.

5. REIMBURSEMENT FOR EXPENSES

The Executive shall be reimbursed

for reasonable and necessary business expenses incurred in connection with the business of the Company.

6. TERMINATION

(a) This

Agreement shall terminate in accordance with the terms of Section 6(b) hereof; provided, however, that such termination

shall not affect the obligations of the Executive pursuant to the terms of the Confidentiality Agreement (as defined in Section 8 below).

(b) This

Agreement shall terminate on the third anniversary of the Commencement Date; or as follows:

(i) Upon

the written notice to the Executive by the Company at any time, because of the willful and material malfeasance, dishonesty or substance

abuse by the Executive, the Executive’s material and continuing breach, non-performance or non-observance of any of the terms or

provisions of this Agreement or the Confidentiality Agreement, but only after notice by the Company of such breach, non-performance or

non-observance and the failure of the Executive to cure such default within ten days following written notice from the Company, or the

Executive’s conviction of a crime involving moral turpitude.

(ii) In

the event the Executive, by reason of physical or mental disability, shall be unable to perform the services required of him hereunder

for a period of more than 60 consecutive days, or for more than a total of 90 days in the aggregate during any period of 12 consecutive

calendar months, on the 61st consecutive day, or the 91st day, as the case may be. The Executive agrees, in the event of any dispute under

this Section 6(b)(ii), and after written notice by the Board, to submit to a physical examination by a licensed physician practicing in

the New York metropolitan area selected by the Board, and reasonably acceptable to the Executive.

(iii) In

the event the Executive dies while employed pursuant hereto, on the day in which his death occurs.

3

(c) In

the event the Company chooses not to enter into any agreement extending the Executive’s employment beyond the third anniversary

of the Commencement Date, the Company agrees to provide the Executive at least 180 days prior written notice of such determination (which

notice may be given either prior to or after such third anniversary of the Commencement Date, but if notice is given any later than 180

days prior to the third anniversary of the Commencement Date, then the term of this Agreement shall be extended until the date which is

180 days after the date such notice is given), during which time the Executive may seek alternative employment while still being employed

by the Company.

(d) In

the event that the Company terminates Executive at any time prior to the 3rd anniversary of this Agreement, other than for Cause or Good

Reason, then Company shall: (1) continue to pay Executive’s Base Salary for 180 days following such termination, (2) the vesting

of all stock options and other equity awards will be accelerated by the number of months of severance described above, such that, as of

the Termination Date, the number of vested options shall be equal to that which would have vested had Executive remained employed through

the severance period and (3) if Executive is enrolled in the Company’s group health plan immediately prior to termination and timely

elects continued health insurance coverage pursuant to COBRA, the Company will pay to such plan or reimburse Executive (at the Company’s

election) an amount equal to the Company’s share of the insurance premiums (which will be based on Executive’s level of coverage

immediately prior to termination) (“Severance Benefit”).

(i) For

purposes of this letter agreement, “Cause” shall mean: (1) your engagement in any conduct that has materially and adversely

affected, or is reasonably likely to materially and adversely affect, the business interests or reputation of the Company (for avoidance

of doubt, “conduct” in this subsection does not mean poor performance or failure to meet Company objectives); (2) any breach

by you of the agreements referenced in section 7 of this letter agreement; (3) your failure to perform, or negligence in your performance

of, any material duties required of or assigned to you if such duties are consistent with duties customary for the position held by you;

(4) your fraud or embezzlement, or your willful misconduct with respect to the Company; (5) your material breach of this letter agreement;

or (6) your conviction of, or plea of guilty or nolo contendere to, a misdemeanor relating to the Company, any crime involving dishonesty

or moral turpitude, or any felony; provided however, that with respect to subsections (1), (2) (3) and (5) hereof, you were given fourteen

(14) calendar days’ written notice of such conduct, breach, or deficiencies and an opportunity to cure such conduct, breach or deficiencies

but you failed to do so within such period (but only if the Company, in its reasonable discretion, deems such conduct, breach or deficiencies

susceptible to cure, and provided further that you are eligible for no more than two “cure” opportunities during your employment).

(ii) For

purposes of this letter agreement, “Good Reason” shall mean the occurrence, without your prior written consent, of any of

the following events: (a) a material reduction in your authority, duties, or responsibilities such that your authority, duties or responsibilities

are no longer materially consistent with those of a Chief Finance Officer of similarly situated companies; (b) the relocation of the principal

place at which you provide services to the Company by at least 50 miles and to a location such that your daily commuting distance is increased;

4

(e) a

material reduction of your base salary; or (d) a material breach by the Company of its obligations under this letter agreement. No termination

will be treated as a termination by you for Good Reason unless (x) you have given written notice to the Company of your intention to terminate

your employment for Good Reason, describing the grounds for such action, no later than 90 days after the first occurrence of such circumstances,

(y) you have provided the Company with at least 30 days in which to cure the circumstances, and (z) if the Company is not successful in

curing the circumstances, you end your employment within 30 days following the cure period in (y).

(f) The

Severance Benefits will be subject to the following terms and conditions:

(i) Solely

for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each salary continuation payment

is considered a separate payment.

(ii) Any

severance or other benefits under this letter agreement will begin only upon the date of your “separation from service” (as

defined under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h)) which occurs on or after the date of termination

of the employment. To the extent that the termination of your employment does not constitute a separation from service under Section 409A(a)(2)(A)(i)

of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by you

to the Company, or any of its parents, subsidiaries or affiliates, at the time your employment terminates), any severance benefits payable

that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting

a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification,

this section shall not cause any forfeiture of benefits on your part but shall only act as a delay until such time as a “separation

from service” occurs.

(iii) Further,

if you are a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued

thereunder) on the date your separation from service becomes effective, any severance benefits payable hereunder that constitute nonqualified

deferred compensation under Section 409A of the Code shall be delayed until the earlier of (i) the business day following the six-month

anniversary of the date your separation from service becomes effective, and (ii) the date of your death, but only to the extent necessary

to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of

the date your separation from service becomes effective, and (B) your death, the Company shall pay you in a lump sum the aggregate value

of the non-qualified deferred compensation that the Company otherwise would have paid you prior to that date as described above. Neither

the Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically

permitted or required by Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to you

or any other person if any provision of this letter agreement is determined to constitute deferred compensation subject to Section 409A

of the Code, but do not satisfy an exemption from, or the conditions of, Section 409A of the Code.

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(iv) The

Company’s obligation to provide the Severance Benefits will be contingent upon your entering into and complying with a separation

and release of claims agreement substantially in the form attached hereto as Exhibit A (the “Release”), which Release

must be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th) day following your termination

of employment. The Severance Benefits shall be paid or commence on the first payroll period following the date the Release becomes effective

(the “Payment Date”). Notwithstanding the foregoing, if the 60th day following the date of termination occurs in the calendar

year following the date on which your employment terminates, then the Payment Date shall be no earlier than January 1 of such subsequent

calendar year. In addition, to remain eligible for the Severance Benefits you must comply with all post-employment obligations under law

or in any agreement between you and the Company, including those in the agreements that you shall sign pursuant to section 7 of this letter

as a condition of employment and as set forth in the Release.

7. RESTRICTIONS DURING EMPLOYMENT AND FOLLOWING TERMINATION

(a) The

Executive will be required to execute the Company’s standard form of Confidentiality and Non-Competition Agreement (“Confidentiality

Agreement”), a copy of which accompanies this Agreement. Such Confidentiality Agreement, which is hereby incorporated into this

Agreement as if set forth herein in its entirety, forms part of the consideration given by the Executive for the Company entering into

this Agreement with the Executive.

(b) It

is understood by and between the parties hereto that the covenants by the Executive contained in the Confidentiality Agreement are essential

elements of this Agreement and that, but for the agreement of the Executive to comply with such covenants, the Company would not have

entered into this Agreement. The Company and the Executive have independently consulted with their respective counsel and have been advised

in all respects concerning the reasonableness and propriety of such covenants.

8. REMEDIES

(a) Without

intending to limit the remedies available to the Company, it is mutually understood and agreed that the Executive’s services are

of a special, unique, unusual, extraordinary and intellectual character giving them a peculiar value, the loss of which may not be reasonably

or adequately compensated in damages in an action at law, and, therefore, in the event of any material breach by the Executive that continues

after any applicable cure period, the Company shall be entitled to equitable relief by way of injunction or otherwise.

(b) The

covenants contained in the Confidentiality Agreement shall be construed as independent of any provisions contained in this Agreement and

shall be enforceable as aforesaid notwithstanding the existence of any claim or cause of action of the Executive against the Company,

whether based on this Agreement or otherwise. In the event that any of the provisions contained in the Confidentiality Agreement should

ever be adjudicated to exceed the time, geographic, product or other limitations permitted by applicable law in any jurisdiction, then

such provisions shall be deemed reformed in any such jurisdiction to the maximum time, geographic, product or other limitations permitted

by applicable law.

6

9. COMPLIANCE WITH OTHER AGREEMENTS

The Executive represents and warrants

to the Company that the execution of this Agreement by him and his performance of his obligations hereunder will not, with or without

the giving of notice or the passage of time or both, conflict with, result in the breach of any provision of or the termination of, or

constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound.

10. WAIVERS

The waiver by the Company or the

Executive of a breach of any of the provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

11. BINDING EFFECT; BENEFITS

This Agreement shall inure to

the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs and legal representatives,

including any corporation or other business organization with which the Company may merge or consolidate, as long as the responsibilities

and duties of the Executive are not materially increased thereby. Insofar as the Executive is concerned, this contract, being personal,

cannot be assigned.

12. NOTICES

All notices and other communications

which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered

to the person to whom such notice is to be given at his or its address set forth below, or such other address for the party as shall be

specified by notice given pursuant hereto:

(a)

If to the Executive, to him at:

Francis Knuettel II

***

***

and

(b)

If to the Company, to it at:

OS Therapies Incorporated

15825 Shady Grove Road, Suite 135

Rockville, MD 20850

Attention: Chairman of the Board

with a copy to:

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

Attention: Spencer G. Feldman, Esq.

7

13. MISCELLANEOUS

(a) This

Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements and understandings, oral or written,

between the parties hereto with respect to the subject matter hereof. This Agreement may not be changed, modified, extended or terminated

except upon written amendment approved by the Board and executed by a duly authorized officer of the Company.

(b) The

Executive acknowledges that from time to time, the Company may establish, maintain and distribute employee manuals or handbooks or personnel

policy manuals, and officers or other representatives of the Company may make written or oral statements relating to personnel policies

and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of

any nature by or on behalf of the Company (whether written or oral, and whether or not contained in any employee manual or handbook or

personnel policy manual), and no acts or practices of any nature, shall be construed to modify this Agreement or to create express or

implied obligations of any nature to the Executive.

(c) This

Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute

one and the same instrument.

(d) All

questions pertaining to the validity, construction, execution and performance of this Agreement shall be governed by and construed in

accordance with the laws of the State of Maryland, without regard to its conflict of law principles.

(e) Any

controversy or claim arising from, out of or relating to this Agreement, or the breach hereof (other than controversies or claims arising

from, out of or relating to the provisions contained in the Confidentiality Agreement), shall be determined by final and binding arbitration

in Rockville, Maryland, in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association, by a panel

of not less than three arbitrators appointed by the American Arbitration Association. The decision of the arbitrators may be entered and

enforced in any court of competent jurisdiction by either the Company or the Executive.

The parties indicate their acceptance

of the foregoing arbitration requirement by initialing below:

IN WITNESS WHEREOF, the parties

hereto have executed this Agreement as of the 29th day of September 2026.

OS THERAPIES INCORPORATED

By:

/s/ Paul Romness

Name:

Paul Romness

Title:

Chief Executive Officer

EXECUTIVE:

/s/ Francis Knuettel II

Francis Knuettel II

8

EX-10.2 — EMPLOYMENT AGREEMENT, DATED AS OF SEPTEMBER 29, 2026, BETWEEN OS THERAPIES INCORPORATED AND KERRY CLEM

EX-10.2

Filename: ea030761101ex10-2.htm · Sequence: 3

Exhibit 10.2

EMPLOYMENT AGREEMENT

AGREEMENT, dated as of September

29, 2026, between OS Therapies Incorporated, a Delaware corporation (the “Company”), and Kerry Clem (the “Executive”).

WHEREAS, the Company desires to

retain the services of the Executive and to that end desires to enter into a contract of employment with him, upon the terms and conditions

herein set forth; and

WHEREAS, the Executive desires

to be employed by the Company upon such terms and conditions.

NOW, THEREFORE, in consideration

of the premises and of the mutual benefits and covenants contained herein, the parties hereto, intending to be bound, hereby agree as

follows:

1. APPOINTMENT AND TERM

Subject to the terms hereof, the

Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, all in accordance with the terms and

conditions set forth herein, for a period of three years commencing on the date hereof (the “Commencement Date”) and ending

on the third anniversary of such date. The Executive shall hold the position of Chief Commercial Officer of the Company.

2. DUTIES

(a) The

Executive shall, unless prevented by incapacity, devote substantially all of his time, attention and ability to the discharge of his duties

hereunder and to the faithful and diligent performance of such duties and the exercise of such powers as may reasonably be assigned to

or vested in him by the Board of Directors of the Company (the “Board”), such duties to be consistent with his position. The

Executive shall obey the reasonable and lawful directions of the Board and CEO and shall use all reasonable efforts to promote the interests

of the Company and to maintain and promote the reputation thereof.

(b) The

Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of the Board)

be directly and indirectly engaged or concerned or interested in any other business or commercial activity except (i) through ownership

of an interest of not more than 2% in any entity or (ii) one that does not require a significant time commitment by the Executive or impair

the ability of the Executive to discharge his duties hereunder).

3. REMUNERATION

(a) Base

Salary. As compensation for his services pursuant hereto, the Executive shall initially be paid a salary at the rate of $300,000 per annum.

This amount shall be payable in equal periodic installments in accordance with the usual payroll practice of the Company.

(b) Equity.

(i) Initial

Grant. Subject to the approval of the Company’s Board of Directors (the “Board”), Executive will be granted equity awards

covering 700,000 shares of the Company’s common stock in the form of stock options (“Options”) and 200,000 shares of

the Company’s common stock in the form of restricted stock units (“RSUs”) as determined by the Board (such award or

awards, the “Initial Equity Award”). The Initial Equity Awards will vest as to 20% upon grant for each of the Options and

RSUs subject to the Initial Equity Award; thereafter, the remainder of the Initial Equity Award will vest in twelve substantially equal

quarterly installments on the last day of each quarter (i.e., every three calendar months), until fully vested, subject, in each case,

to Executive’s continued employment by the Company through each such vesting date. The Initial Equity Award will be subject to the

terms of the Company’s Incentive Stock Option Plan (as amended from time to time, the “Plan”).

(ii) Performance

Grants. Subject to the approval of the Company’s Board, Executive will be granted equity awards following certain milestones as

follows: TBD

4. HEALTH INSURANCE AND OTHER FRINGE BENEFITS

In addition to the compensation

specified in Section 3, the Executive shall be entitled to participate in regular employee fringe benefit programs to the extent such

programs are offered by the Company to its executive employees, including, but not limited to, 401K plan, medical and hospitalization

insurance and life insurance that are substantially consistent with the programs of the Company in effect prior to the Commencement Date.

5. REIMBURSEMENT FOR EXPENSES

The Executive shall be reimbursed

for reasonable and necessary business expenses incurred in connection with the business of the Company.

6. TERMINATION

(a) This

Agreement shall terminate in accordance with the terms of Section 6(b) hereof; provided, however, that such termination

shall not affect the obligations of the Executive pursuant to the terms of the Confidentiality Agreement (as defined in Section 8 below).

(b) This

Agreement shall terminate on the third anniversary of the Commencement Date; or as follows:

(i) Upon

the written notice to the Executive by the Company at any time, because of the willful and material malfeasance, dishonesty or substance

abuse by the Executive, the Executive’s material and continuing breach, non-performance or non-observance of any of the terms or

provisions of this Agreement or the Confidentiality Agreement, but only after notice by the Company of such breach, non-performance or

non-observance and the failure of the Executive to cure such default within ten days following written notice from the Company, or the

Executive’s conviction of a crime involving moral turpitude.

2

(ii) In

the event the Executive, by reason of physical or mental disability, shall be unable to perform the services required of him hereunder

for a period of more than 60 consecutive days, or for more than a total of 90 days in the aggregate during any period of 12 consecutive

calendar months, on the 61st consecutive day, or the 91st day, as the case may be. The Executive agrees, in the event of any dispute under

this Section 6(b)(ii), and after written notice by the Board, to submit to a physical examination by a licensed physician practicing in

the New York metropolitan area selected by the Board, and reasonably acceptable to the Executive.

(iii) In

the event the Executive dies while employed pursuant hereto, on the day in which his death occurs.

(c) In

the event the Company chooses not to enter into any agreement extending the Executive’s employment beyond the third anniversary

of the Commencement Date, the Company agrees to provide the Executive at least 180 days prior written notice of such determination (which

notice may be given either prior to or after such third anniversary of the Commencement Date, but if notice is given any later than 180

days prior to the third anniversary of the Commencement Date, then the term of this Agreement shall be extended until the date which is

180 days after the date such notice is given), during which time the Executive may seek alternative employment while still being employed

by the Company.

(d) In

the event that the Company terminates Executive at any time prior to the 3rd anniversary of this Agreement, other than for Cause or Good

Reason, then Company shall: (1) continue to pay Executive’s Base Salary for 180 days following such termination, (2) the vesting

of all stock options and other equity awards will be accelerated by the number of months of severance described above, such that, as of

the Termination Date, the number of vested options shall be equal to that which would have vested had Executive remained employed through

the severance period and (3) if Executive is enrolled in the Company’s group health plan immediately prior to termination and timely

elects continued health insurance coverage pursuant to COBRA, the Company will pay to such plan or reimburse Executive (at the Company’s

election) an amount equal to the Company’s share of the insurance premiums (which will be based on Executive’s level of coverage

immediately prior to termination) (“Severance Benefit”).

(i) For

purposes of this letter agreement, “Cause” shall mean: (1) your engagement in any conduct that has materially and adversely

affected, or is reasonably likely to materially and adversely affect, the business interests or reputation of the Company (for avoidance

of doubt, “conduct” in this subsection does not mean poor performance or failure to meet Company objectives); (2) any breach

by you of the agreements referenced in section 7 of this letter agreement; (3) your failure to perform, or negligence in your performance

of, any material duties required of or assigned to you if such duties are consistent with duties customary for the position held by you;

(4) your fraud or embezzlement, or your willful misconduct with respect to the Company; (5) your material breach of this letter agreement;

or (6) your conviction of, or plea of guilty or nolo contendere to, a misdemeanor relating to the Company, any crime involving dishonesty

or moral turpitude, or any felony; provided however, that with respect to subsections (1), (2) (3) and (5) hereof, you were given fourteen

(14) calendar days’ written notice of such conduct, breach, or deficiencies and an opportunity to cure such conduct, breach or deficiencies

but you failed to do so within such period (but only if the Company, in its reasonable discretion, deems such conduct, breach or deficiencies

susceptible to cure, and provided further that you are eligible for no more than two “cure” opportunities during your employment).

3

(ii) For

purposes of this letter agreement, “Good Reason” shall mean the occurrence, without your prior written consent, of any of

the following events: (a) a material reduction in your authority, duties, or responsibilities such that your authority, duties or responsibilities

are no longer materially consistent with those of a Chief Commercial Officer of similarly situated companies; (b) the relocation of the

principal place at which you provide services to the Company by at least 50 miles and to a location such that your daily commuting distance

is increased;

(e) a

material reduction of your base salary; or (d) a material breach by the Company of its obligations under this letter agreement. No termination

will be treated as a termination by you for Good Reason unless (x) you have given written notice to the Company of your intention to terminate

your employment for Good Reason, describing the grounds for such action, no later than 90 days after the first occurrence of such circumstances,

(y) you have provided the Company with at least 30 days in which to cure the circumstances, and (z) if the Company is not successful in

curing the circumstances, you end your employment within 30 days following the cure period in (y).

(f) The

Severance Benefits will be subject to the following terms and conditions:

(i) Solely

for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each salary continuation payment

is considered a separate payment.

(ii) Any

severance or other benefits under this letter agreement will begin only upon the date of your “separation from service” (as

defined under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h)) which occurs on or after the date of termination

of the employment. To the extent that the termination of your employment does not constitute a separation from service under Section 409A(a)(2)(A)(i)

of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by you

to the Company, or any of its parents, subsidiaries or affiliates, at the time your employment terminates), any severance benefits payable

that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting

a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification,

this section shall not cause any forfeiture of benefits on your part but shall only act as a delay until such time as a “separation

from service” occurs.

(iii) Further,

if you are a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued

thereunder) on the date your separation from service becomes effective, any severance benefits payable hereunder that constitute nonqualified

deferred compensation under Section 409A of the Code shall be delayed until the earlier of (i) the business day following the six-month

anniversary of the date your separation from service becomes effective, and (ii) the date of your death, but only to the extent necessary

to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of

the date your separation from service becomes effective, and (B) your death, the Company shall pay you in a lump sum the aggregate value

of the non-qualified deferred compensation that the Company otherwise would have paid you prior to that date as described above. Neither

the Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically

permitted or required by Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to you

or any other person if any provision of this letter agreement is determined to constitute deferred compensation subject to Section 409A

of the Code, but do not satisfy an exemption from, or the conditions of, Section 409A of the Code.

4

(iv) The

Company’s obligation to provide the Severance Benefits will be contingent upon your entering into and complying with a separation

and release of claims agreement substantially in the form attached hereto as Exhibit A (the “Release”), which Release

must be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th) day following your termination

of employment. The Severance Benefits shall be paid or commence on the first payroll period following the date the Release becomes effective

(the “Payment Date”). Notwithstanding the foregoing, if the 60th day following the date of termination occurs in the calendar

year following the date on which your employment terminates, then the Payment Date shall be no earlier than January 1 of such subsequent

calendar year. In addition, to remain eligible for the Severance Benefits you must comply with all post-employment obligations under law

or in any agreement between you and the Company, including those in the agreements that you shall sign pursuant to section 7 of this letter

as a condition of employment and as set forth in the Release.

7. RESTRICTIONS DURING EMPLOYMENT AND FOLLOWING TERMINATION

(a) The

Executive will be required to execute the Company’s standard form of Confidentiality and Non-Competition Agreement (“Confidentiality

Agreement”), a copy of which accompanies this Agreement. Such Confidentiality Agreement, which is hereby incorporated into this

Agreement as if set forth herein in its entirety, forms part of the consideration given by the Executive for the Company entering into

this Agreement with the Executive.

(b) It

is understood by and between the parties hereto that the covenants by the Executive contained in the Confidentiality Agreement are essential

elements of this Agreement and that, but for the agreement of the Executive to comply with such covenants, the Company would not have

entered into this Agreement. The Company and the Executive have independently consulted with their respective counsel and have been advised

in all respects concerning the reasonableness and propriety of such covenants.

8. REMEDIES

(a) Without

intending to limit the remedies available to the Company, it is mutually understood and agreed that the Executive’s services are

of a special, unique, unusual, extraordinary and intellectual character giving them a peculiar value, the loss of which may not be reasonably

or adequately compensated in damages in an action at law, and, therefore, in the event of any material breach by the Executive that continues

after any applicable cure period, the Company shall be entitled to equitable relief by way of injunction or otherwise.

(b) The

covenants contained in the Confidentiality Agreement shall be construed as independent of any provisions contained in this Agreement and

shall be enforceable as aforesaid notwithstanding the existence of any claim or cause of action of the Executive against the Company,

whether based on this Agreement or otherwise. In the event that any of the provisions contained in the Confidentiality Agreement should

ever be adjudicated to exceed the time, geographic, product or other limitations permitted by applicable law in any jurisdiction, then

such provisions shall be deemed reformed in any such jurisdiction to the maximum time, geographic, product or other limitations permitted

by applicable law.

5

9. COMPLIANCE WITH OTHER AGREEMENTS

The Executive represents and warrants

to the Company that the execution of this Agreement by him and his performance of his obligations hereunder will not, with or without

the giving of notice or the passage of time or both, conflict with, result in the breach of any provision of or the termination of, or

constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound.

10. WAIVERS

The waiver by the Company or the

Executive of a breach of any of the provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

11. BINDING EFFECT; BENEFITS

This Agreement shall inure to

the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs and legal representatives,

including any corporation or other business organization with which the Company may merge or consolidate, as long as the responsibilities

and duties of the Executive are not materially increased thereby. Insofar as the Executive is concerned, this contract, being personal,

cannot be assigned.

12. NOTICES

All notices and other communications

which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered

to the person to whom such notice is to be given at his or its address set forth below, or such other address for the party as shall be

specified by notice given pursuant hereto:

(a)

If to the Executive, to him at:

Kerry Clem

***

***

and

(b)

If to the Company, to it at:

OS Therapies Incorporated

115 Pullman Crossing Road

Grasonville, MD 21638

Attention: Chairman of the Board

with a copy to:

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

Attention: Spencer G. Feldman, Esq.

6

13. MISCELLANEOUS

(a) This

Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements and understandings, oral or written,

between the parties hereto with respect to the subject matter hereof. This Agreement may not be changed, modified, extended or terminated

except upon written amendment approved by the Board and executed by a duly authorized officer of the Company.

(b) The

Executive acknowledges that from time to time, the Company may establish, maintain and distribute employee manuals or handbooks or personnel

policy manuals, and officers or other representatives of the Company may make written or oral statements relating to personnel policies

and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies, procedures or statements of

any nature by or on behalf of the Company (whether written or oral, and whether or not contained in any employee manual or handbook or

personnel policy manual), and no acts or practices of any nature, shall be construed to modify this Agreement or to create express or

implied obligations of any nature to the Executive.

(c) This

Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute

one and the same instrument.

(d) All

questions pertaining to the validity, construction, execution and performance of this Agreement shall be governed by and construed in

accordance with the laws of the State of Maryland, without regard to its conflict of law principles.

(e) Any

controversy or claim arising from, out of or relating to this Agreement, or the breach hereof (other than controversies or claims arising

from, out of or relating to the provisions contained in the Confidentiality Agreement), shall be determined by final and binding arbitration

in Rockville, Maryland, in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association, by a panel

of not less than three arbitrators appointed by the American Arbitration Association. The decision of the arbitrators may be entered and

enforced in any court of competent jurisdiction by either the Company or the Executive.

The parties indicate their acceptance

of the foregoing arbitration requirement by initialing below:

IN WITNESS WHEREOF, the parties

hereto have executed this Agreement as of the 29th day of September 2026.

OS THERAPIES INCORPORATED

By:

/s/ Paul Romness

Name:

Paul Romness

Title:

Chief Executive Officer

EXECUTIVE:

/s/ Kerry Clem

Kerry Clem

7

EX-99.1 — PRESS RELEASE ISSUED BY OS THERAPIES INCORPORATED ON OCTOBER 1, 2026

EX-99.1

Filename: ea030761101ex99-1.htm · Sequence: 4

Exhibit 99.1

October 1, 2026

OS Therapies Appoints

Kerry Clem as Chief Commercial Officer and Frank Knuettel II as Chief Financial Officer

Experienced biotech leaders to focus on preparations for

U.S., U.K., and European commercial launch of the Company’s lead product candidate Herlystic™(OST-HER2; daznelimgene lisbac)

Grasonville, Maryland--(Newsfile Corp. - October 1, 2026) -

OS Therapies, Inc. (NYSE American: OSTX) (“OS Therapies”

or the “Company”), the world leader in gene-edited, Listeria-based cancer immunotherapies, today announced the appointment

of Kerry Clem as Chief Commercial Officer (CCO) and Frank Knuettel II as Chief Financial Officer (CFO).

Mr. Clem now leads the Company’s U.S., U.K., and European commercialization

strategy and launch planning for Herlystic™ (OST-HER2; daznelimgene lisbac), the Company’s investigational immunotherapy for the

prevention or delay of recurrence in patients with fully resected, pulmonary metastatic osteosarcoma. His responsibilities will include

developing the commercial organization and launch infrastructure, assessing patient and treatment-center needs, and preparing for potential

U.S. market entry, subject to regulatory approval.

Upon regulatory approval in each of the U.S., U.K., and Europe,

the Company will launch Herlystic initially in the United States. The Company anticipates that the U.K.’s Medicines and Healthcare products

Regulatory Agency (MHRA) may be the first regulator to reach a regulatory decision, ahead of the U.S. Food & Drug Administration (FDA)

and the European Medicines Agency (EMA). OS Therapies is pursuing MHRA Conditional Marketing Authorization Application (CMAA) under Project

Orbis via its Innovative Licensing and Access Pathway (ILAP), with a submission targeted for early in fourth quarter of 2026. The Company

has described plans to pursue a U.S. Biologics License Application (BLA) under the Accelerated Approval pathway and a CMAA in Europe in

parallel. The timing and outcome of each review remain subject to regulatory review and other conditions.

Mr. Clem has extensive experience in commercial leadership

and product launches within biotechnology and specialty therapeutics. His previous roles include serving as CEO of Solaxa, CCO at Acorda

Therapeutics, and holding commercial leadership positions at Allos Therapeutics, Solstice Neurosciences, and Guilford Pharmaceuticals

“I’m excited to join OS Therapies at an important point

in the development of Herlystic. My near-term focus will be building a disciplined, patient-centered launch plan and the commercial capabilities

in the U.S. when the FDA approves the therapy, while the Company advances its regulatory work internationally,” said Mr. Clem.

Mr. Knuettel brings more than

two decades of executive leadership experience across dynamic, early-stage public companies in the technology and life sciences

sectors. He recently served as the CFO of Pelthos Therapeutics following its merger with Channel Therapeutics Corporation, where he

was the CEO. Known for his operational discipline and M&A acumen, Mr. Knuettel has helped companies scale aggressively deep

capital markets knowledge, a proven ability to lead and scale businesses, and transactional experience across more than 15 M&A

deals. Throughout his career, Mr. Knuettel has raised over $500 million in public and private capital and has held leadership roles

at multiple high-growth companies. Mr. Knuettel holds a B.A. with honors in Economics from Tufts University and earned his MBA in

Finance and Entrepreneurial Management from The Wharton School at the University of Pennsylvania.

“I am excited to help OS Therapies transition from a development-stage

biotechnology company into a commercial organization with significant growth potential through the full exploitation of its gene-edited,

Listeria-based cancer immunotherapies,” said Mr. Knuettel.

“Kerry’s appointment reflects our commitment to preparing

for the U.S. opportunity for Herlystic. While our current regulatory sequence may bring the U.K. review first, our commercial planning

is focused on building the capabilities needed to serve patients and providers in the United States, should the product be approved,”

said Paul Romness, MPH, Chairman and CEO of OS Therapies. “Frank’s expertise in helping to manage finance and accounting operations

and corporate governances gives the Board of Directors confidence that we have the right financial stewardship to help guide the Company’s

growth and revenue generations towards profitability.”

The appointments of Clem and Knuettel are made

concurrent with the Company’s completed implementation of its U.K. subsidiary’s (OS Therapies UK Limited, “OSTUK”)

research and development refundable tax credit strategy. As part of that, the Company has received over $3 million in non-dilutive

capital to date from Value Added Tax (VAT) refunds, with additional VAT refunds pending, and has accrued over $7 million in R&D

Tax Credits that will begin to flow back into OSTUK. The funds flowing back into the Company are earmarked to be spent on additional

research and development activities, primarily centered on commercial manufacturing and confirmatory Phase 3 clinical development

expenses for Herlystic. Under the R&D Tax Credits program, a portion of the R&D expenses become eligible to be reimbursed to

OSTUK (the “Evergreen Reimbursement”) that will allow for additional reimbursement from those additional research and

development expenses. In parallel, the Company disclosed that it has come to agreement with its largest vendors delaying the due

date of the majority of its outstanding AP until the second quarter of 2027. Mr. Knuettel anticipates that this delay in AP due

dates provides the Company with sufficient time to align the Company’s cash flow needs with its anticipated cash inflows.

OST-HER2 has received Orphan Drug Designation

(ODD), Fast Track Designation (FTD), and Rare Pediatric Disease Designation (RPDD) from the FDA. OST-HER2 has received ODD, FTD, and

ATMP from the EMA. OST-HER2 has received ODD and ATMP from MHRA, who also recruited the Company into Project Orbis. Under the RPDD

program, if the Company is granted a BLA in the United States, it will become eligible to receive a Priority Review Voucher (PRV)

that it intends to sell. A recent PRV sale occurred in August 2026 for $220 million. However, there can be no assurance that the

Company would realize a comparable value, if any, in connection with any future PRV sale. OS Therapies has completed resubmission of

a Regenerative Medicine Advanced Therapy (RMAT) request and the Company’s Commissioner’s National Priority Review Voucher (CNPV)

letter of intent has been accepted by FDA. OS Therapies is seeking a Conditional Marketing Authorization Application from MHRA in

the U.K. under Project Orbis for OST-HER2 in metastatic osteosarcoma in the fourth quarter of 2026, and immediately thereafter is

seeking to obtain a BLA under the Accelerated Approval Program in the U.S., followed by CMAAs in Europe and Australia.

2

About OS Therapies

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.

The Company reported positive data in its Phase 2b clinical

trial of OST-HER2 in the prevention or delay of recurrence in fully resected, pulmonary metastatic osteosarcoma, demonstrating clinically

significant benefit in the 12-month event free survival (EFS) primary endpoint of the study and the overall survival (OS) secondary endpoint.

The Company is seeking a Biologics License Application (BLA) from the U.S. FDA for OST-HER2 in osteosarcoma in 2026 and, if approved,

would become eligible to receive a Priority Review Voucher that it could then sell. The Company also anticipates receiving Conditional

Marketing Authorisation Applications from the U.K.’s Medicines and Healthcare products Regulatory Agency and the EMA for OST-HER2 in 2026.

OST-HER2 has completed a Phase 1 clinical study primarily in breast cancer patients, in addition to showing preclinical efficacy data

in various models of breast cancer. OST-HER2 was previously conditionally approved by the U.S. Department of Agriculture for the treatment

of canines with osteosarcoma. The Company has also completed dosing in a Phase 1 study of OST-504 for castration-resistant prostate cancer.

In addition, OS Therapies is advancing its next-generation

Antibody Drug Conjugate (ADC) and Drug Conjugates (DC), known as tunable ADC (tADC), which features tunable, tailored antibody-linker-payload

candidates. This platform leverages the Company’s proprietary silicon Si-Linker and Conditionally Active Payload (CAP) technology, enabling

the delivery of multiple payloads per linker. For more information, please visit www.ostherapies.com.

Forward-Looking Statements

Statements in this press

release regarding future expectations, plans, prospects, or performance, as well as any other statements that are not historical

facts, may constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are

generally identified by words such as “anticipate,” “believe,” “could,” “expect,”

“intend,” “may,” “plan,” “potential,” “should,” “will,” and similar

expressions, although not all forward-looking statements contain these words. These statements are based on the current expectations

and assumptions of OS Therapies and its management and are subject to risks and uncertainties that could cause actual results to

differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are

not limited to, the Company’s expectations regarding its cash runway; the timing, amount, and receipt of VAT refunds and R&D tax

credits; the Company’s ability to obtain additional financing on acceptable terms or at all; the timing and outcome of regulatory

submissions and potential approval of OST-HER2 by the U.S. Food and Drug Administration and applicable foreign regulatory

authorities; and other risks and uncertainties described under the heading “Risk Factors” in the Company’s most recent

Annual Report on Form 10-K and in its other filings with the Securities and Exchange Commission. The forward-looking statements

contained in this press release speak only as of the date of this press release and OS Therapies undertakes no obligation to update

or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by

applicable law.

3

OS Therapies Contact Information:

INVESTOR CONTACT

Harrison Seidner, PhD

WaterSeid Partners

OSTX@waterseid.com

MEDIA CONTACT

Steven Weiss

Executive Vice President

Rubenstein Public Relations

sweiss@rubensteinpr.com

212-805-3062

https://x.com/OSTherapies

https://www.instagram.com/ostherapies/

https://www.facebook.com/OSTherapies/

https://www.linkedin.com/company/os-therapies/

###

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/316882

SOURCE OS Therapies

4

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