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 June 2023 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 bore interest at a rate of 6% per annum and had a maturity date of October 31, 2024. The Bridge Notes automatically converted into common stock at 50% of the price per share in our Next Equity Financing (which was our initial public offering), subject to a valuation ceiling of $50 million. The Bridge Notes had a conversion price of $2.00 per share (based on the initial public offering price of $4.00 per share) and converted into 3,476,949 shares of our common stock. In connection with the Bridge Notes, we agreed to issue an additional 626,004 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 the 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. Use of Proceeds On July 31, 2024, our registration statement on Form S-1 (File No. 333-276350) was declared effective by the SEC for our initial public offering. At the closing of our initial public offering on August 2, 2024, we sold 1,600,000 shares of common stock at an initial public offering price of $4.00 per share and received gross proceeds of $6.4 million, which resulted in net proceeds to us of approximately $6.0 million, after deducting underwriting discounts and commissions of approximately $0.4 million. As of August 14, 2024, we estimate that we have used approximately $2.9 million of the proceeds from our initial public offering for general corporate purposes, including to advance the development of OST-HER2 and OST-tADC. There has been no material change in the planned use of proceeds from that described in the final prospectus for our initial public offering filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act. 33 Item 6. Exhibits. The following exhibits are filed with this Quarterly Report on Form 10-Q: Exhibit No. Description 3.1 Third Amended and Restated Certificate of Incorporation of OS Therapies Incorporated (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on June 13, 2024). 3.2 Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of OS Therapies Incorporated (incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on June 13, 2024). 3.3 Amended and Restated Bylaws of OS Therapies Incorporated (incorporated by reference to Exhibit 3.3 to Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on June 13, 2024). 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on June 13, 2024). 4.2 Form of Representative’s Warrant (incorporated by reference to Exhibit 4.2 to Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on June 13, 2024). 4.3 Form of Placement Agent Warrant (Group B Convertible Notes placement) (incorporated by reference to Exhibit 4.3 to Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on June 13, 2024). 4.4 Form of Placement Agent Warrant (Group C Convertible Notes placement) (incorporated by reference to Exhibit 4.4 to Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on June 13, 2024). 4.5 Form of Placement Agent Warrant (Group D Convertible Notes placement) (incorporated by reference to Exhibit 4.5 to Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on June 13, 2024). 10.1 Amended and Restated Development, License and Supply Agreement, dated as of November 13, 2020, by and between OS Therapies Incorporated and Advaxis, Inc. (now Ayala Pharmaceuticals, Inc.) (incorporated by reference to Exhibit 10.5 to Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on June 13, 2024). 10.1.1 First Amendment to Amended and Restated Development, License and Supply Agreement, dated as of April 23, 2021, between OS Therapies Incorporated and Advaxis, Inc. (now Ayala Pharmaceuticals, Inc.) (incorporated by reference to Exhibit 10.5.1 to Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on June 13, 2024). 10.2 License Agreement, dated as of August 19, 2020, by and between OS Therapies Incorporated and BlinkBio, Inc. (incorporated by reference to Exhibit 10.6 to Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on June 13, 2024). 10.3# Employment Agreement, dated as of February 21, 2023, between OS Therapies Incorporated and Paul A. Romness, MPH (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on June 13, 2024). 10.4# Employment Letter, dated June 23, 2020, between OS Therapies Incorporated and Robert G. Petit, Ph.D. (incorporated by reference to Exhibit 10.8 to Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on June 13, 2024). 10.5# Employment Letter, dated January 1, 2023, between OS Therapies Incorporated and Christopher P. Acevedo (incorporated by reference to Exhibit 10.12 to Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on June 13, 2024). 10.6# Form of Indemnification Agreement between OS Therapies Incorporated and each of its directors (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Registration Statement on Form S-1 filed with the SEC on June 13, 2024). 10.7# OS Therapies Incorporated 2023 Incentive Compensation Plan, as amended. 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 June 30, 2024, formatted in Inline XBRL: (i) Balance Sheets as of June 30, 2024 and December 31, 2023 (unaudited); (ii) Statements of Operations for the three and six months ended June 30, 2024 and 2023 (unaudited); (iii) Statements of Stockholders’ Deficit for the three and six months ended June 30, 2024 and 2023 (unaudited); (iv) Statements of Cash Flows for the six months ended June 30, 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 June 30, 2024, formatted in Inline XBRL (included as Exhibit 101). * Furnished herewith. # Indicates a management contract or any compensatory plan, contract or arrangement. 34 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: August 14, 2024 By: /s/ Paul Romness Paul Romness Chief Executive Officer (Principal Executive Officer) Date: August 14, 2024 By: /s/ Christopher Acevedo Christopher Acevedo Chief Financial Officer (Principal Financial and Accounting Officer) 35