What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-14 compared with 2024-05-20 · 681 added, 582 removed, 371 unchanged (77% of the section changed)

Financial Statements

Therapies Incorporated

OS Therapies Incorporated

Balance Sheets

1 unchanged sentence

Deferred Offering Costs

Employee Advances

Total Current Assets

34 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

accompanying notes are an integral part of these unaudited financial statements.

Therapies Incorporated

The accompanying notes are an integral part

of these unaudited financial statements.

OS Therapies Incorporated

Statements of Operations

For the three months ended

Three Months Ended

Six Months Ended

OPERATING EXPENSES

3 unchanged sentences

( 1,515,373 )

( 1,410,032 )

( 2,563,405 )

OTHER INCOME/EXPENSE

Interest Income

Interest Expense

( 1,606,441 )

( 1,788,622 )

Total Other Expense

1 unchanged sentence

( 1,788,621 )

( 1,557,480 )

( 2,505,057 )

( 3,016,472 )

( 4,352,026 )

Cumulative Series A Preferred Stock Dividend Requirement

2 unchanged sentences

$ ( 2,536,307 )

Weighted Average # of Shares – Class A

Basic & Diluted Loss per Common Share – Class A

accompanying notes are an integral part of these unaudited financial statements .

Therapies Incorporated

$ ( 3,047,722 )

$ ( 4,414,526 )

Basic & Diluted Weighted Average Common Shares Outstanding

Basic & Diluted Loss per Common Share Outstanding

The accompanying notes are an integral part

of these unaudited financial statements .

OS Therapies Incorporated

Statements of Stockholders’ Deficit

For the Three Months Ended March 31, 2024 and 2023

For the Three and Six Months Ended June 30,

2024 and 2023

Preferred Stock

10 unchanged sentences

$ ( 18,735,447 )

Preferred Dividends

( 2,505,057 )

Balances, June 30, 2023

$ ( 26,016,129 )

$ ( 21,271,754 )

Balances, December 31, 2023

9 unchanged sentences

$ ( 25,506,457 )

accompanying notes are an integral part of these unaudited financial statements .

Therapies Incorporated

( 1,557,480 )

Balances, June 30, 2024

$ ( 32,565,909 )

$ ( 27,063,937 )

The accompanying notes are an integral part

of these unaudited financial statements .

OS Therapies Incorporated

Statements of Cash Flows

For the Three Months Ended March 31, 2024 and 2023

Three Months Ended

For the Six Months Ended June 30, 2024 and 2023

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

5 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Employee Advances

Accounts Payable

3 unchanged sentences

Net cash used in operating activities

( 1,522,920 )

( 1,259,238 )

CASH FLOWS FROM INVESTING ACTIVITIES

Fixed Asset Addition

Shareholder Loan Repayment

13 unchanged sentences

Deferred offering costs recorded as accounts payable

Conversion of preferred stock to common stock

Conversion of Make-Whole Liability to Common Stock & APIC

accompanying notes are an integral part of these unaudited financial statements.

Therapies Incorporated

Notes to the Unaudited Financial Statements

For the Three Months Ended March 31, 2024 and 2023

1 — ORGANIZATION AND DESCRIPTION OF BUSINESS, LIQUIDITY, AND RISK FACTORS

Therapies Incorporated (“we,” “us,” “our,” the “Company”) is a Delaware corporation

incorporated on June 24, 2019.

The accompanying notes are an integral part

of these unaudited financial statements.

OS Therapies Incorporated

Notes to the Financial Statements

For the Six Months Ended June 30, 2024 and 2023

NOTE 1 — ORGANIZATION AND DESCRIPTION

OF BUSINESS, LIQUIDITY, AND RISK FACTORS

OS Therapies Incorporated

(“we,” “us,” “our,” the “Company”) is a Delaware corporation incorporated on June 24,

It is based in Rockville, Maryland.

The Company is the successor to an LLC formed in 2018.

Company intends to focus on the identification, development, and commercialization of treatments for Osteosarcoma and other related diseases.

As of March 31, 2024, there is one ongoing clinical trial for Osteosarcoma therapy.

Company has prepared its financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy

its liabilities in the normal course of business.

However, the Company has incurred net losses since its inception and has negative operating

These circumstances raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying

financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of

assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s

ability to continue as a going concern.

of March 31, 2024, the Company had cash of $ 100,231 .

For the foreseeable future, the Company’s ability to continue its operations

is dependent upon its ability to obtain additional capital.

The Company is currently seeking to raise additional capital through a public

or private financing of equity;

The Company intends to focus

on the identification, development, and commercialization of treatments for Osteosarcoma and other related diseases.

As of June 30, 2024,

there is one ongoing clinical trial for Osteosarcoma therapy.

The Company has prepared its

financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy its liabilities in the

normal course of business.

However, the Company has incurred net losses since its inception and has negative operating cash flows.

circumstances raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements

do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts

and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue

as a going concern.

As of June 30, 2024, the Company

had cash of $ 94,925 .

For the foreseeable future, the Company’s ability to continue its operations is dependent upon its ability

to obtain additional capital.

The Company is currently seeking to raise additional capital through a public or private financing of equity;

although there can be no assurances the Company will be successful in such a campaign.

2 — SIGNIFICANT ACCOUNTING POLICIES

of Presentation

The accompanying financial statements are presented in conformity with

accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations

of US Securities and Exchange Commission (“SEC”).

The accounting and reporting policies of the Company conform to accounting

principles generally accepted in the United States of America, and the Company’s fiscal year end is December 31.

financial statements should be read in conjunction with the audited financial statements and related disclosures for the year ended December

31, 2023 included in the Company’s Special Financial Report on Form 10-K for the year then ended.

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect

the amounts reported in its financial statements and accompanying notes.

On an ongoing basis, management evaluates these estimates and

judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes

to be reasonable under the circumstances.

By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual

results may differ from management’s estimates.

consists primarily of deposits with commercial banks and financial institutions.

The Company maintains cash balances at various financial

institutions.

Both interest and non-interest bearing accounts with the same insured depository institution are insured by the Federal

Deposit Insurance Corporation (FDIC) for a combined total of $ 250,000 .

In the normal course of business, the Company may have deposits

that exceed the FDIC insured limit.

The Company believes that it is not subject to unusual credit risk beyond the normal credit risk

associated with commercial banking relationships.

As of March 31, 2024 and December 31, 2023, Chase Bank Checking account had $ 5,144

and $ 88 respectively.

As of March 31, 2024 and December 31, 2023, SVB Bank Checking account had $ 95,087 and $ 38,894 respectively.

were no accounts in excess of the FDIC limits.

Therapies Incorporated

Notes to the Unaudited Financial Statements

For the Three Months Ended March 31, 2024 and 2023

2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

capital asset is defined as a unit of property that has an economic useful life that extends beyond 12 months.

Any items costing below

the threshold or not fitting the definition of a capital asset will be expensed in the financial statements.

All capital assets are recorded

at historical cost as of the date acquired.

Computer assets will be capitalized and Straight-Line depreciated over 5 -years for financial

statement purposes.

of Long-Lived Assets

Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying value of the assets may

not be recoverable.

Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that

the assets or the asset groups are expected to generate.

If such assets are considered to be impaired, the impairment to be recognized

is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the estimated discounted

future net cash flows arising from the assets or asset groups.

No impairment losses on long-lived assets have been recorded for the three

months ended March 31, 2024 or the year ended December 31, 2023.

Offering Costs

offering costs consist of capitalized underwriting, legal, accounting and other expenses incurred through the balance sheet date that

are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the

Proposed Public Offering.

Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses

incurred, will be charged to operations.

At March 31, 2024, the Company had $ 941,338 in capitalized deferred offering costs.

31, 2023, the Company had $ 751,050 in capitalized deferred offering costs.

Discount and Redemption Premium

Company evaluated the Notes in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and

determined the Notes are considered share-settled debt and should be recorded as a liability.

This conclusion was determined based on

the debt providing the holder with a variable number of shares at settlement with an aggregate fair value equal to the debt instrument’s

outstanding principal.

The general measurement guidance in ASC 480 requires obligations that can be settled in shares with a fixed

monetary value at settlement (e.g., share-settled debt) to be carried at fair value unless other accounting guidance specifies another

measurement attribute.

It has been determined that the appropriate guidance for share-settled debt is ASC 835.

As a result, the

Notes will be recorded at the amortized cost.

initial fair value of the redemption value relating to the convertible debt instruments are capitalized and amortized over the term of

the related debt using the straight-line method, which approximates the interest method.

If a loan is paid in full, any unamortized financing

costs will be removed from the related accounts and charged to operations.

Amortization of debt discount is recorded as a component of

interest expense.

In accordance with ASU 2015-03, Interest — Imputation of Interest, the unamortized debt discount

is presented in the accompanying balance sheet as a direct deduction from the carrying amount of the related debt.

and Development Costs

and development expenses are charged to operations as incurred.

Research and development expenses include, among other things, salaries,

costs of outside collaborators and outside services, and supplies.

of the date of incorporation, the Company adopted ASU 2014-09, Revenue from Contracts with Customers , and all subsequent

amendments to the ASU (collectively, “ASC 606”), which (i) creates a single framework for recognizing revenue from

contracts with customers that fall within its scope and (ii) revises when it is appropriate to recognize a gain (loss) from the

transfer of nonfinancial assets.

Therapies Incorporated

Notes to the Unaudited Financial Statements

For the Three Months Ended March 31, 2024 and 2023

2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Company, in accordance with ASC 718, employs the use of stock-based compensation.

The compensation expense related to stock granted

to employees and non-employees is measured at the grant date based on the estimated fair value of the award and is recognized on a straight-line

basis over the requisite service period.

NOTE 2 — SIGNIFICANT ACCOUNTING

Basis of Presentation

The accompanying financial

statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”).

The accounting and reporting policies

of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal

year end is December 31.

These financial statements should be read in conjunction with the audited financial statements and related

disclosures for the year ended December 31, 2023 included in the Company’s Special Financial Report on Form 10-K for the year then

Use of Estimates

The preparation of financial

statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the amounts reported in

its financial statements and accompanying notes.

On an ongoing basis, management evaluates these estimates and judgments, which are based

on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the

circumstances.

By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from

management’s estimates.

Cash consists primarily

of deposits with commercial banks and financial institutions.

The Company maintains cash balances at various financial institutions.

Both interest and non-interest bearing accounts with the same insured depository institution are insured by the Federal Deposit Insurance

Corporation (FDIC) for a combined total of $ 250,000 .

In the normal course of business, the Company may have deposits that exceed the

FDIC insured limit.

The Company believes that it is not subject to unusual credit risk beyond the normal credit risk associated with

commercial banking relationships.

As of June 30, 2024 and December 31, 2023, Chase Bank Checking account had $ 9,506 and $ 88 , respectively.

As of June 30, 2024 and December 31, 2023, SVB Bank Checking account had $ 85,019 and $ 38,894 , respectively.

There were no accounts

in excess of the FDIC limits.

OS Therapies Incorporated

Notes to the Financial Statements

For the Six Months Ended June 30, 2024 and 2023

NOTE 2 — SIGNIFICANT ACCOUNTING

POLICIES (cont.)

Fixed Asset Policy

A capital asset is defined

as a unit of property that has an economic useful life that extends beyond 12 months.

Any items costing below the threshold or not

fitting the definition of a capital asset will be expensed in the financial statements.

All capital assets are recorded at historical

cost as of the date acquired.

Computer assets will be capitalized and Straight-Line depreciated over 5 -years for financial statement purposes.

Impairment of Long-Lived Assets

The Company reviews long-lived

assets for impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable.

Recoverability

is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets or the asset groups are

expected to generate.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which

the book value of the assets exceed their fair value, which is measured based on the estimated discounted future net cash flows arising

from the assets or asset groups.

No impairment losses on long-lived assets have been recorded for the six months ended June 30, 2024

or the year ended December 31, 2023.

Deferred Offering Costs

Deferred offering costs consist

of capitalized underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to

the Company’s initial public offering and that will be charged to stockholders’ equity upon the completion of the Company’s

initial public offering.

At June 30, 2024, the Company had $ 1,178,509 in capitalized deferred offering costs.

At December 31, 2023, the

Company had $ 751,050 in capitalized deferred offering costs.

Debt Discount and Redemption Premium

The Company evaluated the Notes

in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and determined the Notes are considered

share-settled debt and should be recorded as a liability.

This conclusion was determined based on the debt providing the holder with a

variable number of shares at settlement with an aggregate fair value equal to the debt instrument’s outstanding principal.

measurement guidance in ASC 480 requires obligations that can be settled in shares with a fixed monetary value at settlement (e.g.,

share-settled debt) to be carried at fair value unless other accounting guidance specifies another measurement attribute.

determined that the appropriate guidance for share-settled debt is ASC 835.

As a result, the Notes will be recorded at the amortized

The initial fair value of the

redemption value relating to the convertible debt instruments are capitalized and amortized over the term of the related debt using the

straight-line method, which approximates the interest method.

If a loan is paid in full, any unamortized financing costs will be removed

from the related accounts and charged to operations.

Amortization of debt discount is recorded as a component of interest expense.

accordance with ASU 2015-03, Interest — Imputation of Interest, the unamortized debt discount is presented in the

accompanying balance sheet as a direct deduction from the carrying amount of the related debt.

Research and Development Costs

Research and development expenses

are charged to operations as incurred.

Research and development expenses include, among other things, salaries, costs of outside collaborators

and outside services, and supplies.

OS Therapies Incorporated

Notes to the Financial Statements

For the Six Months Ended June 30, 2024 and 2023

NOTE 2 — SIGNIFICANT ACCOUNTING

POLICIES (cont.)

Revenue Recognition

As of the date of incorporation,

the Company adopted ASU 2014-09, Revenue from Contracts with Customers , and all subsequent amendments to the ASU (collectively,

“ASC 606”), which (i) creates a single framework for recognizing revenue from contracts with customers that fall

within its scope and (ii) revises when it is appropriate to recognize a gain (loss) from the transfer of nonfinancial assets.

Stock-Based Compensation

The Company, in accordance

with ASC 718, employs the use of stock-based compensation.

The compensation expense related to stock granted to employees and non-employees

is measured at the grant date based on the estimated fair value of the award and is recognized on a straight-line basis over the requisite

service period.

Forfeitures are recognized as a reduction of stock-based compensation expense as they occur.

Stock-based compensation expense for an award with a performance condition is recognized when the achievement of such performance condition

is determined to be probable.

If the outcome of such performance condition is not determined to be probable or is not met, no compensation

expense is recognized and any previously recognized compensation expense is reversed.

short-term leases, 12 months or less, we record rent expense.

Stock-based compensation

expense for an award with a performance condition is recognized when the achievement of such performance condition is determined to be

If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized

and any previously recognized compensation expense is reversed.

Short-term Leases

For short-term leases, 12

months or less, we record rent expense.

Our only lease currently meets this exemption and has been expensed.

1 unchanged sentence

the ownership is renovating the premises.

We have temporarily moved

our primary office to 115 Pullman Crossing Road, Suite #103 in Grasonville, Maryland 21638.

The space is the primary office of our Chief

Financial Officer and is being provided rent free.

Company accounts for income taxes using the asset-and-liability method in accordance with ASC 740, Income Taxes (“ASC 740”).

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial

statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which

those temporary differences are expected to be recovered or settled.

The effect on the deferred tax assets and liabilities of a change

in tax rate is recognized in the period that includes the enactment date.

A valuation allowance is recorded if it is “more likely

than not” that some portion or all of the deferred tax assets will not be realized in future periods.

Company follows the guidance in ASC Topic 740-10 in assessing uncertain tax positions.

The standard applies to all tax positions

and clarifies the recognition of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement.

The first step involves assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical

The second step involves measurement of the amount to be recognized.

positions that meet the more-likely than-not threshold are measured at the largest amount of tax benefit that is greater than 50 % likely

of being realized upon ultimate finalization with the taxing authority.

The Company recognizes the impact of an uncertain income tax

position in the financial statements if it believes that the position is more likely than not to be sustained by the relevant taxing

Company will recognize interest and penalties related to tax positions in income tax expense.

As of March 31, 2024 and December 31,

2023, the Company had no unrecognized uncertain income tax positions.

and Diluted Loss per Share

Company computes loss per share in accordance with ASC 260, Earnings per Share (“ASC 260”).

requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statements of operations.

EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding

(denominator) during the period.

Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using

the treasury stock method and convertible notes payable using the if-converted method.

Diluted EPS excludes all dilutive potential shares

if their effect is antidilutive.

Therapies Incorporated

Notes to the Unaudited Financial Statements

For the Three Months Ended March 31, 2024 and 2023

2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

is a table listing all preferred stock and common stock equivalents:

We have temporarily moved our

primary office to 115 Pullman Crossing Road, Suite #103 in Grasonville, Maryland 21638.

The space is the primary office of our Chief Financial

Officer and is being provided rent free.

The Company accounts for income

taxes using the asset-and-liability method in accordance with ASC 740, Income Taxes (“ASC 740”).

tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement

carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

The effect on the deferred tax assets and liabilities of a change in tax rate is

recognized in the period that includes the enactment date.

A valuation allowance is recorded if it is “more likely than not”

that some portion or all of the deferred tax assets will not be realized in future periods.

The Company follows the guidance

in ASC Topic 740-10 in assessing uncertain tax positions.

The standard applies to all tax positions and clarifies the recognition

of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement.

The first step involves

assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits.

step involves measurement of the amount to be recognized.

Tax positions that meet the

more-likely than-not threshold are measured at the largest amount of tax benefit that is greater than 50 % likely of being realized upon

ultimate finalization with the taxing authority.

The Company recognizes the impact of an uncertain income tax position in the financial

statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority.

The Company will recognize

interest and penalties related to tax positions in income tax expense.

As of June 30, 2024 and December 31, 2023, the Company had

no unrecognized uncertain income tax positions.

Basic and Diluted Loss per Share

The Company computes loss per

share in accordance with ASC 260, Earnings per Share (“ASC 260”).

ASC 260 requires presentation of both

basic and diluted earnings per share (“EPS”) on the face of the statements of operations.

Basic EPS is computed by dividing

net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during

Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method

and convertible notes payable using the if-converted method.

Diluted EPS excludes all dilutive potential shares if their effect is antidilutive.

OS Therapies Incorporated

Notes to the Financial Statements

For the Six Months Ended June 30, 2024 and 2023

NOTE 2 — SIGNIFICANT ACCOUNTING

POLICIES (cont.)

Below is a table listing all preferred stock and

common stock equivalents

March 31, 2024

Common Stock Equivalents

Convertible Debt

1 unchanged sentence

Preferred Stock

Value Measurements

Company applies ASC 820 Fair Value Measurement (“ASC 820”), which establishes a framework for measuring

fair value and clarifies the definition of fair value within that framework.

ASC 820 defines fair value as an exit price, which

is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous

market in an orderly transaction between market participants on the measurement date.

The fair value hierarchy established in ASC 820

generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair

Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed

based on market data obtained from sources independent of the reporting entity.

Unobservable inputs reflect the entity’s own assumptions

based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or

liability and are to be developed based on the best information available in the circumstances.

carrying value of the Company’s prepaid expenses, accounts payable and accrued expenses approximate fair value because of the short-term

maturity of these financial instruments.

Fair Value Measurements

The Company applies ASC 820

Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition

of fair value within that framework.

ASC 820 defines fair value as an exit price, which is the price that would be received for an

asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market

participants on the measurement date.

The fair value hierarchy established in ASC 820 generally requires an entity to maximize the

use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Observable inputs reflect the assumptions

that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent

of the reporting entity.

Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments

about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information

available in the circumstances.

The carrying value of the Company’s

prepaid expenses, accounts payable and accrued expenses approximate fair value because of the short-term maturity of these financial instruments.

The redemption feature of the debt instruments is recorded at fair value (See Note 3).

valuation hierarchy is composed of three levels.

The classification within the valuation hierarchy is based on the lowest level of input

that is significant to the fair value measurement.

The valuation hierarchy is

composed of three levels.

The classification within the valuation hierarchy is based on the lowest level of input that is significant

to the fair value measurement.

The levels within the valuation hierarchy are described below:

and liabilities with unadjusted, quoted prices listed on active market exchanges.

Inputs to the fair value measurement are observable

inputs, such as quoted prices in active markets for identical assets or liabilities.

to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms,

as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no

market data exists for the assets or liabilities.

Accounting Pronouncements

Company has evaluated all recent accounting pronouncements and believes that none of them will have a material effect on the Company’s

financial position, results of operations, or cash flows.

3 — RELATED PARTY TRANSACTIONS

March 31, 2024 and December 31, 2023, the Company had a payroll payable to the CEO of $ 330,000 and $ 300,000 , respectively, and related

payroll taxes payable of $ 9,224 and $ 7,830 , respectively.

During the period ending March 31, 2024 and December 31, 2023 the company made

advances on the payroll payable and the CEO made repayments.

Therapies Incorporated

Notes to the Unaudited Financial Statements

For the Three Months Ended March 31, 2024 and 2023

3 — RELATED PARTY TRANSACTIONS (cont.)

following summarizes activity in respect to payroll advances to the CEO:

Level 1 — Assets and

liabilities with unadjusted, quoted prices listed on active market exchanges.

Inputs to the fair value measurement are observable inputs,

such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the

fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as

direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the

fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data

exists for the assets or liabilities.

Recent Accounting Pronouncements

The Company has evaluated all

recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial position,

results of operations, or cash flows.

NOTE 3 — RELATED PARTY TRANSACTIONS

Accrued Payroll

At June 30, 2024 and December

31, 2023, the Company had a payroll payable to the CEO of $ 60,000 and $ 330,000 , respectively, and related payroll taxes payable of $ 11,565

and $ 7,830 , respectively.

During the period ending June 30, 2024 and December 31, 2023 the Company made advances on the payroll payable

and the CEO made repayments.

OS Therapies Incorporated

Notes to the Financial Statements

For the Six Months Ended June 30, 2024 and 2023

NOTE 3 — RELATED PARTY TRANSACTIONS

The following summarizes activity

in respect to payroll advances to the CEO:

Balance December 31, 2022

2 unchanged sentences

Advances during 2024

Balance March 31, 2024

the second quarter of 2024, a bonus check was issued to Paul Romness, CEO.

The bonus paycheck is comprised of the remaining balance of

backpay, less all 2023 payroll advances.

The payroll taxes were paid that were associated with the back pay and as of April 29, 2024

the back pay, related payroll taxes and associated payroll advances are fully paid.

Parties — Convertible Debt

the total outstanding notes at March 31, 2024, 8.67 % of Group A and 4.55 % of Group E are held by related parties.

Search and John Ciccio, collectively known as Mill River Partners LLC, are members of the Board and hold convertible notes with face

amounts of $ 150,000 and $ 150,000 as of March 31, 2024 and December 31, 2023, respectively.

Party Accounting Fees

company has a bill in accounts payable of $ 58,100 for the period ended March 31, 2024 and $ 32,102 for the period ended December 31, 2023

to Shore Accountants MD Inc., an outside accounting firm that handles payroll and bookkeeping and is 100 % owned by Christopher Acevedo,

the Company’s CFO.

Balance June 30, 2024

In the second quarter of 2024,

a bonus check was issued to Paul Romness, CEO.

The bonus paycheck is comprised of the remaining balance of backpay, less all 2023 payroll

The payroll taxes were paid that were associated with the back pay and as of April 29, 2024 the back pay, related payroll taxes

and associated payroll advances are fully paid.

The balance of accrued payroll for the CEO on June 30, 2024 represents the June payroll

due less an advance on net pay.

Related Parties — Convertible

Of the total outstanding notes

at June 30, 2024, 8.67 % of Group A and 4.55 % of Group E are held by related parties.

Ted Search and John Ciccio,

collectively known as Mill River Partners LLC, are members of the Board and hold convertible notes with face amounts of $ 150,000 and $ 150,000

as of June 30, 2024 and December 31, 2023, respectively.

Related Party Accounting Fees

The company has a bill in accounts

payable of $ 71,941 for the period ended June 30, 2024 and $ 32,102 for the period ended December 31, 2023 to Shore Accountants MD Inc.,

an outside accounting firm that handles payroll and bookkeeping and is 100 % owned by Chris Acevedo, the CFO.

NOTE 4 — CONVERTIBLE DEBT

Convertible Debt

Convertible Notes are separated into seven groups — A, B, C, D, E, F and BlinkBio — per the table below.

80 % – 87.5 %

Therapies Incorporated

Notes to the Unaudited Financial Statements

For the Three Months Ended March 31, 2024 and 2023

4 — CONVERTIBLE DEBT (cont.)

in July 2018 through November 2021, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the

“Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”).

on the unpaid principal balance accrues at a rate of 10 % per annum, computed on the basis of the actual number of days elapsed and

a year of 365 days.

Unless earlier converted into shares of Equity Securities, the principal and accrued interest will be due and

payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement)

and (ii) the closing of the Next Equity Financing (as defined below).

The stated Maturity Date was extended in October 2023, under

the same terms, until October 31, 2024.

Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing.

The number of shares

of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued

interest due on the Note on the date of conversion of 80 – 87.5 % of the price paid per share for Equity Securities by

the investors in the Next Equity Financing.

Equity Securities refers to Company’s common stock or preferred stock and Next Equity

Financing refers to the next sale (or series of related sales) by the Company of its equity securities from which the Company receives

gross proceeds of not less than $ 3,000,000 (including the aggregate amount of debt securities converted into Equity Securities upon conversion

or cancellation of promissory notes) or $ 5,000,000 , depending upon the signed agreement terms.

the event that the Company raises aggregate additional cash proceeds of at least $ 3,000,000 or $ 5,000,000 through the sale of the Company’s

equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically,

and without any action on part of the holder, be converted into fully paid and non-assessable units of the Company’s equity stock

sold in such qualified financing at 12.5 % of the equity stock conversion price.

The Company, at its option, may pay and all accrued,

but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price.

Company evaluated the Notes in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”),

and determined the Notes are considered share-settled debt and should be recorded as a liability.

This conclusion was determined based

on the debt providing the holder with a variable number of shares at settlement with an aggregate fair value equal to the debt instrument’s

outstanding principal.

The general measurement guidance in ASC 480 requires obligations that can be settled in shares with a fixed

monetary value at settlement (e.g., share-settled debt) to be carried at fair value unless other accounting guidance specifies another

measurement attribute.

It has been determined that the appropriate guidance for share-settled debt is ASC 835.

As a result, the

Notes were recorded at the amortized cost.

convertible debt balance at March 31, 2024 and December 31, 2023 is summarized as follows:

The Convertible Notes are

separated into seven groups — A, B, C, D, E, F and BlinkBio — per the table below:

2024 December 31,

Conversion Carrying Carrying

Group Rate Maturity Collateral Rate Amount Amount

A 10 % 10/31/2024 None 80 % – 87.5 % $ 1,153,993 $ 1,151,032

B 6 % 10/31/2024 None 80 % $ 5,154,000 $ 5,154,000

C 6 % 10/31/2024 None 80 % $ 3,945,020 $ 3,873,417

D 6 % 10/31/2024 None 50 % $ 2,000,000 $ 1,950,160

E 6 % 10/31/2024 None 50 % $ 1,100,000 $ 1,100,000

F 6 % 10/31/2024 None 50 % $ 3,095,218 $ 1,381,732

Blink Bio 10 % 3/15/2022 None 100 % $ —

OS Therapies Incorporated

Notes to the Financial Statements

For the Six Months Ended June 30, 2024 and 2023

NOTE 4 — CONVERTIBLE DEBT

Commencing in July 2018 through

November 2021, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”)

with certain lenders (together, the “Holders” or individually, the “Holder”).

Interest on the unpaid principal

balance accrues at a rate of 10 % per annum, computed on the basis of the actual number of days elapsed and a year of 365 days.

Unless earlier converted into shares of Equity Securities, the principal and accrued interest will be due and payable by the Company on

demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing

of the Next Equity Financing (as defined below).

The stated Maturity Date was extended in October 2023, under the same terms, until October

The Notes will automatically

convert into the type of Equity Securities issued in the Next Equity Financing upon closing.

The number of shares of such Equity Securities

to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note

on the date of conversion of 80 – 87.5 % of the price paid per share for Equity Securities by the investors in the Next

Equity Financing.

Equity Securities refers to Company’s common stock or preferred stock and Next Equity Financing refers to the

next sale (or series of related sales) by the Company of its equity securities from which the Company receives gross proceeds of not less

than $ 3,000,000 (including the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of

promissory notes) or $ 5,000,000 , depending upon the signed agreement terms.

In the event that the Company

raises aggregate additional cash proceeds of at least $ 3,000,000 or $ 5,000,000 through the sale of the Company’s equity securities,

excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically, and without

any action on part of the holder, be converted into fully paid and non-assessable units of the Company’s equity stock sold in such

qualified financing at 12.5 % of the equity stock conversion price.

The Company, at its option, may pay all accrued, but unpaid, interest

and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price.

The Company evaluated the Notes

in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and determined the Notes

are considered share-settled debt and should be recorded as a liability.

This conclusion was determined based on the debt providing the

holder with a variable number of shares at settlement with an aggregate fair value equal to the debt instrument’s outstanding principal.

The general measurement guidance in ASC 480 requires obligations that can be settled in shares with a fixed monetary value at settlement

(e.g., share-settled debt) to be carried at fair value unless other accounting guidance specifies another measurement attribute.

been determined that the appropriate guidance for share-settled debt is ASC 835.

As a result, the Notes were recorded at the amortized

The convertible debt balance

at June 30, 2024 and December 31, 2023 is summarized as follows:

Principal amount outstanding

4 unchanged sentences

Convertible Notes – A

Therapies Incorporated

Notes to the Unaudited Financial Statements

For the Three Months Ended March 31, 2024 and 2023

4 — CONVERTIBLE DEBT (cont.)

in May 2020, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”)

with certain lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued

a Subordinated Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders,

principally the Investors brought in by an investment bank.

Interest on the unpaid principal balance accrues at a rate of 6 % per annum,

computed on the basis of the actual number of days elapsed and a year of 365 days.

Unless earlier converted into shares of

Equity Securities, the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after

the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined

The stated Maturity Date was extended in October 2023, under the same terms, until October 31, 2024.

Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing.

The number of shares

of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued

interest due on the Note on the date of conversion of 80 % of the price paid per share for Equity Securities by the investors in the Next

Equity Financing.

No such Next Equity Financing has occurred through March 31, 2024.

Equity Securities refers to Company’s common

stock or preferred stock and Next Equity Financing refers to the next sale (or series of related sales) by the Company of its equity

securities from which the Company receives gross proceeds of not less than $ 10,000,000 (including the aggregate amount of debt securities

converted into Equity Securities upon conversion or cancellation of promissory notes).

the event that the Company raises aggregate additional cash proceeds of at least $ 10,000,000 through the sale of the Company’s

equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically,

and without any action on part of the holder, be converted into fully paid and non-assessable units of the Company’s equity stock

sold in such qualified financing at 12.5 % of the equity stock conversion price.

Company, at its option, may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock

at a rate of the applicable conversion price.

Company evaluated the Notes in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”),

and determined the Notes are considered share-settled debt and should be recorded as a liability.

This conclusion was determined based

on the debt providing the holder with a variable number of shares at settlement with an aggregate fair value equal to the debt instrument’s

outstanding principal.

The general measurement guidance in ASC 480 requires obligations that can be settled in shares with a fixed

monetary value at settlement (e.g., share-settled debt) to be carried at fair value unless other accounting guidance specifies another

measurement attribute.

It has been determined that the appropriate guidance for share-settled debt is ASC 835.

As a result, the

Notes were recorded at the amortized cost.

convertible debt balance at March 31, 2024 and December 31, 2023 is summarized as follows:

Commencing in May 2020,

the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain

lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated

Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the

Investors brought in by an investment bank.

Interest on the unpaid principal balance accrues at a rate of 6 % per annum, computed on the

basis of the actual number of days elapsed and a year of 365 days.

Unless earlier converted into shares of Equity Securities,

the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the

Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below).

stated Maturity Date was extended in October 2023, under the same terms, until October 31, 2024.

The Notes will automatically

convert into the type of Equity Securities issued in the Next Equity Financing upon closing.

The number of shares of such Equity Securities

to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note

on the date of conversion of 80 % of the price paid per share for Equity Securities by the investors in the Next Equity Financing.

Next Equity Financing has occurred through June 30, 2024.

Equity Securities refers to Company’s common stock or preferred stock

and Next Equity Financing refers to the next sale (or series of related sales) by the Company of its equity securities from which the

Company receives gross proceeds of not less than $ 10,000,000 (including the aggregate amount of debt securities converted into Equity

Securities upon conversion or cancellation of promissory notes).

OS Therapies Incorporated

Notes to the Financial Statements

For the Six Months Ended June 30, 2024 and 2023

NOTE 4 — CONVERTIBLE DEBT

In the event that the Company

raises aggregate additional cash proceeds of at least $ 10,000,000 through the sale of the Company’s equity securities, excluding

the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically, and without any action

on part of the holder, be converted into fully paid and non-assessable units of the Company’s equity stock sold in such qualified

financing at 12.5 % of the equity stock conversion price.

The Company, at its option,

may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable

conversion price.

The Company evaluated the Notes

in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and determined the Notes

are considered share-settled debt and should be recorded as a liability.

This conclusion was determined based on the debt providing the

holder with a variable number of shares at settlement with an aggregate fair value equal to the debt instrument’s outstanding principal.

The general measurement guidance in ASC 480 requires obligations that can be settled in shares with a fixed monetary value at settlement

(e.g., share-settled debt) to be carried at fair value unless other accounting guidance specifies another measurement attribute.

been determined that the appropriate guidance for share-settled debt is ASC 835.

As a result, the Notes were recorded at the amortized

The convertible debt balance

at June 30, 2024 and December 31, 2023 is summarized as follows:

Principal amount outstanding

4 unchanged sentences

Carrying value

Therapies Incorporated

Notes to the Unaudited Financial Statements

For the Three Months Ended March 31, 2024 and 2023

4 — CONVERTIBLE DEBT (cont.)

in July 2021, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”)