OS Therapies Inc 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Unregistered Sales of Equity Securities by the Issuer From November 2022 to April 2024, we issued convertible notes in an aggregate principal amount of $6,533,500 (the “Bridge Notes”) to accredited investors in exchange for cash in an aggregate amount of $6,533,500. The Bridge Notes bear interest at a rate of 6% per annum and mature on October 31, 2024. The Bridge Notes automatically convert into common stock at 50% of the price per share in our Next Equity Financing (which is our anticipated initial public offering), subject to a valuation ceiling of $50 million. The Bridge Notes will have a conversion price of $2.00 per share (based on an assumed initial public offering price of $4.00 per share). In connection with the Bridge Notes, we agreed to issue an additional 653,350 shares of common stock (on a post-split basis) to the bridge investors, prorated based on such investor’s investment amount, as an inducement for their investment in the Bridge Notes. Additionally, we issued to Noble Life Science Partners, a division of Noble Capital Markets, Inc., the placement agent for the Group D placement, warrants to purchase 50,000 shares of common stock at an exercise price of $2.00 per share (the “Group D Warrants”), based on an assumed initial public offering price of $4.00 per share. The Group D Warrants may, at the option of the holder, be exercised in whole or part on a cashless basis. The Group D Warrants expire five years after the effective date of our anticipated initial public offering. The issuances described above were not registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) thereof and Regulation D promulgated thereunder, which exempts transactions by an issuer not involving any public offering. The recipients of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and other instruments issued in such transactions. All recipients either received adequate information about the registrant or had access, through employment or other relationships, to such information. 34 Use of Proceeds On March 31, 2023, we filed a Registration Statement on Form S-1 (File No. 333-271034) (as amended, the “Registration Statement”), which was declared effective by the SEC on February 14, 2024. To date, no securities have been sold under the Registration Statement. On May 13, 2024, we filed a Post-Effective Amendment No. 1 to the Registration Statement (the “Post-Effective Amendment”) to update certain information in the Registration Statement. No additional securities are being registered under the Post-Effective Amendment. As of May 20, 2024, the SEC has not declared the Post-Effective Amendment effective. Item 6. Exhibits. The following exhibits are filed with this Quarterly Report on Form 10-Q: Exhibit No. Description 31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. § 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL: (i) Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023; (ii) Statements of Operations for the three months ended March 31, 2024 and 2023 (unaudited); (iii) Statements of Stockholders’ Deficit for the three months ended March 31, 2024 and 2023 (unaudited); (iv) Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (unaudited); and (v) Notes to the Financial Statements (unaudited). 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL (included as Exhibit 101). * Furnished herewith. 35 SIGNATURES 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 thereunto duly authorized. OS THERAPIES INCORPORATED Date: May 20, 2024 By: /s/ Paul Romness Paul Romness Chief Executive Officer (Principal Executive Officer) Date: May 20, 2024 By: /s/ Christopher Acevedo Christopher Acevedo Chief Financial Officer (Principal Financial and Accounting Officer) 36