What changed in this filing

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Item 1. Financial Statements

2024-11-15 compared with 2024-08-14 · 742 added, 746 removed, 306 unchanged (83% of the section changed)

Financial Statements

OS Therapies Incorporated

Therapies Incorporated

Balance Sheets

September 30,

Current Assets

Deferred Offering Costs

Prepaid Expenses

Employee Advances

10 unchanged sentences

Redemption Premium

Short-Term Loan

Preferred Dividends Payable

13 unchanged sentences

Common Stock, par value $ 0.001 , 50,000,000 shares authorized, 21,180,883 and 5,340,000 issued and outstanding, respectively

Preferred Stock, par value $ 0.001 , 5,000,000 shares authorized, 0 and 1,302,082 shares Preferred Stock A issued and outstanding, respectively

Preferred Stock, par value $ 0.001 , 5,000,000 shares authorized, 0 and 1,302,082 shares Preferred Series A issued and outstanding, respectively

Additional paid-in capital

4 unchanged sentences

( 24,016,215 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part

of these unaudited financial statements.

OS Therapies Incorporated

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

Therapies Incorporated

Statements of Operations

Three Months Ended

Six Months Ended

For the three

September 30,

OPERATING EXPENSES

10 unchanged sentences

( 2,044,283 )

( 3,141,405 )

Total Other Expense

5 unchanged sentences

( 5,891,704 )

( 6,327,016 )

Cumulative Series A Preferred Stock Dividend Requirement

6 unchanged sentences

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 and Six Months Ended June 30,

2024 and 2023

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

Therapies Incorporated

of Stockholders’ Deficit

the Three and Nine Months Ended September 30, 2024 and 2023

Preferred Stock

16 unchanged sentences

$ ( 21,271,754 )

Preferred Dividends

APIC Make Whole Shares

( 1,974,990 )

Balances, September 30, 2023

$ ( 28,022,369 )

$ ( 22,520,397 )

Balances, December 31, 2023

14 unchanged sentences

$ ( 27,063,937 )

The accompanying notes are an integral part

of these unaudited financial statements .

OS Therapies Incorporated

Issuance of Common Stock IPO

Conversion of Convertible Notes to Common Stock

Conversion of Warrants to Common Stock

Issuance of Common Stock to Investment Advisor - Settlement

( 2,875,232 )

Balances, September 30, 2024

$ ( 35,441,141 )

$ ( 707,127 )

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

Therapies Incorporated

Statements of Cash Flows

For the Six Months Ended June 30, 2024 and 2023

Six Months Ended

the Nine Months Ended September 30, 2024 and 2023

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

5 unchanged sentences

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

Prepaid Expenses

Employee Advances

12 unchanged sentences

Deferred Offering Costs

Short-Term Loan

Net Proceeds from Convertible Debt A, B, C, D, E & F

Short-Term Borrowings

Short-Term Loan Repayments

Initial Public Offering (Net of Fees)

Net Proceeds from Conversion of Debt A, B, C, D, E & F

Net cash provided by financing activities

6 unchanged sentences

Dividends Payable

Deferred offering costs recorded as accounts payable

Conversion of preferred stock to common stock

Conversion of Make-whole Liability to Common Stock & APIC

The accompanying notes are an integral part

of these unaudited financial statements.

OS Therapies Incorporated

Conversion of Preferred Stock to Common Stock

Amortization of deferred offering costs

Conversion of Convertible Notes into Common Stock

Conversion of Warrants into Common Stock

Issuance of Common Stock to Investor Advisor - Settlement

Unwind of 4 % anti-dilution to Noble

Deferred offering costs recorded as accounts payable

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

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,

For the Nine Months Ended September 30, 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.

It is based in Rockville, Maryland.

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

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;

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

As of September 30, 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 September 30, 2024, the Company had cash of $ 1,858,104 .

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.

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

2 — SIGNIFICANT ACCOUNTING POLICIES

of Presentation

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 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 September 30, 2024 and December 31, 2023, Chase Bank checking account had

$ 1,672,466 and $ 88 , respectively.

As of September 30, 2024 and December 31, 2023, SVB Bank checking account had $ 185,638 and $ 38,894 ,

respectively.

The only account in excess of the FDIC limits is the Chase Bank checking account.

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

For the Nine Months Ended September 30, 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

nine months ended September 30, 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 Company’s initial public offering and that were charged to stockholders’ equity upon the completion

of the Company’s initial public offering.

At September 30, 2024, the Company no capitalized deferred offering costs.

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

Upon completion of the Company’s initial public offering

on August 2, 2024, the deferred offering costs were charged to stockholders’ equity.

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 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.

For the Nine Months Ended September 30, 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.

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

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

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.

For short-term leases, 12

1 unchanged sentence

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

have not renewed the current lease due to landlord restrictions;

We have not renewed the current

lease due to landlord restrictions;

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.

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

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.

In May 2024, we signed a month-to-month lease with JLabs for $ 750 per month, primarily to have meetings in New York,

New York and to have an office for our employees when visiting.

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 September 30, 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 diluted 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 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

For the Nine Months Ended September 30, 2024 and 2023

2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

is a table listing all preferred stock and common stock equivalents

Common Stock Equivalents

September 30,

Convertible Debt

1 unchanged sentence

Preferred Stock

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.

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 are 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).

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.

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:

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

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.

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.

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.

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

September 30, 2024 and December 31, 2023, the Company had a payroll payable to the CEO of $ 10,000 and $ 300,000 , respectively, and related

payroll taxes payable of $ 0 and $ 7,830 , respectively.

During the period ended September 30, 2024 and December 31, 2023, the Company made

advances on the payroll payable and the CEO made repayments.

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:

For the Nine Months Ended September 30, 2024 and 2023

3 — RELATED PARTY TRANSACTIONS (cont.)

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

Balance December 31, 2022

2 unchanged sentences

Advances during 2024

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

Balance September 30, 2024

the second and third quarters of 2024, paychecks were issued to Paul Romness, CEO.

The paychecks comprised the remaining balance of backpay,

less all 2023 payroll advances.

The payroll taxes were paid that were associated with the backpay and regular pay and are fully paid.

The balance of accrued payroll for the CEO on September 30, 2024 represents a board-approved payroll increase that was approved and paid

in October 2024.

Any payroll advances shown as employee advances will be repaid by December 31, 2024 from the CEO’s normal paychecks.

Parties — Convertible Debt

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

amounts of $ 0 and $ 150,000 as of September 30, 2024 and December 31, 2023, respectively.

The convertible notes were converted into

common stock upon consummation of the Company’s initial public offering on August 2, 2024.

Party Accounting Fees

company has a bill in accounts payable of $ 23,252 for the period ended September 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,

4 — CONVERTIBLE DEBT

The Convertible Notes are

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

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

September 30,

2024 December 31,

8 unchanged sentences

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

OS Therapies Incorporated

Convertible Notes were all converted into common stock on August 2, 2024 upon consummation of the Company’s initial public offering.

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:

For the Nine Months Ended September 30, 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 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.

August 2, 2024, the Company consummated its initial public offering, and the Convertible Notes, including accrued interest, converted

into shares of the Company’s common stock.

Therapies Incorporated

Notes to the Financial Statements

For the Nine Months Ended September 30, 2024 and 2023

4 — CONVERTIBLE DEBT (cont.)

convertible debt balance at September 30, 2024 and December 31, 2023 is summarized as follows:

September 30,

Principal amount outstanding

4 unchanged sentences

Convertible Notes – A

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.

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.

The Notes will automatically

3 unchanged sentences

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

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.

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:

For the Nine Months Ended September 30, 2024 and 2023

4 — CONVERTIBLE DEBT (cont.)

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.

August 2, 2024, the Company consummated its initial public offering, and the Convertible Notes, including accrued interest, converted

into shares of the Company’s common stock.

convertible debt balance at September 30, 2024 and December 31, 2023 is summarized as follows:

September 30,

Principal amount outstanding

1 unchanged sentence

( 1,818,939 )

Amortization of discounts

Carrying value

Commencing in July 2021,

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).

The 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).

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.

OS Therapies Incorporated

in July 2021, 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.

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.

Therapies Incorporated

Notes to the Financial Statements

For the Six Months Ended June 30, 2024 and 2023

NOTE 4 — CONVERTIBLE DEBT

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:

For the Nine Months Ended September 30, 2024 and 2023

4 — CONVERTIBLE DEBT (cont.)

August 2, 2024, the Company consummated its initial public offering, and the Convertible Notes, including accrued interest, converted

into shares of the Company’s common stock.

convertible debt balance at September 30, 2024 and December 31, 2023 is summarized as follows:

September 30,

Principal amount outstanding

1 unchanged sentence

( 1,063,223 )

Amortization of discounts

Carrying value

Commencing in November 2022,

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).

The 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 50 % 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).

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 50 % of the equity stock conversion price.

In connection with the Group

D Convertible Notes, the Company agreed to issue an additional 400,000 shares of common stock to the Group D Holders, prorated based on

such Holder’s investment amount, as an inducement for their investment in the Group D Convertible Notes.

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

OS Therapies Incorporated

in November 2022, 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 50 % 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 $ 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 50 % of the equity stock conversion price.

connection with the Group D Convertible Notes, the Company agreed to issue an additional 400,000 shares of common stock to the Group

D Holders, prorated based on such Holder’s investment amount, as an inducement for their investment in the Group D Convertible

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.

Therapies Incorporated

Notes to the Financial Statements

For the Six Months Ended June 30, 2024 and 2023

NOTE 4 — CONVERTIBLE DEBT

The convertible debt balance

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

For the Nine Months Ended September 30, 2024 and 2023

4 — CONVERTIBLE DEBT (cont.)

August 2, 2024, the Company consummated its initial public offering, and the Convertible Notes, including accrued interest, converted

into shares of the Company’s common stock.

convertible debt balance at September 30, 2024 and December 31, 2023 is summarized as follows:

September 30,

Principal amount outstanding

1 unchanged sentence

( 1,864,654 )

Amortization of discounts

2 unchanged sentences

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).

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 50 % 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).

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,

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 50 % 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 $ 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 50 % of the equity stock conversion price.

In connection

with the Group E Convertible Notes, the Company agreed to issue an additional 220,000 shares of common stock as of June 30,

2024 to the Group E Holders, prorated based on such Holder’s investment amount, as an inducement for their investment in the Group

E Convertible Notes.

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

In connection with

the Group E Convertible Notes, the Company agreed to issue an additional 220,000 shares of common stock to the Group E Holders,

prorated based on such Holder’s investment amount, as an inducement for their investment in the Group E Convertible Notes.

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.

Therapies Incorporated

Notes to the Financial Statements

For the Six Months Ended June 30, 2024 and 2023

NOTE 4 — CONVERTIBLE DEBT (cont.)

The convertible debt balance

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

For the Nine Months Ended September 30, 2024 and 2023

4 — CONVERTIBLE DEBT (cont.)

August 2, 2024, the Company consummated its initial public offering, and the Convertible Notes, including accrued interest, converted

into shares of the Company’s common stock.

convertible debt balance at September 30, 2024 and December 31, 2023 is summarized as follows:

September 30,

Principal amount outstanding

6 unchanged sentences

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 ).

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 50 % 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).

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,

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 50 % 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 $ 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 50 % of the equity stock conversion price.

In connection with the Group F Convertible Notes,

the Company agreed to issue an additional 686,700 shares of common stock as of June 30, 2024 to the Group F Holders, prorated

based on such Holder’s investment amount, as an inducement for their investment in the Group F Convertible Notes.

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

In connection with the Group F Convertible Notes, the Company

agreed to issue an additional 686,700 shares of common stock to the Group F Holders, prorated based on such Holder’s

investment amount, as an inducement for their investment in the Group F Convertible Notes.

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.

Therapies Incorporated

Notes to the Financial Statements

For the Six Months Ended June 30, 2024 and 2023

NOTE 4 — CONVERTIBLE DEBT (cont.)

The convertible debt balance

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

For the Nine Months Ended September 30, 2024 and 2023

4 — CONVERTIBLE DEBT (cont.)

August 2, 2024, the Company consummated its initial public offering, and the Convertible Notes, including accrued interest, converted

into shares of the Company’s common stock.

convertible debt balance at September 30, 2024 and December 31, 2023 is summarized as follows:

September 30,

Principal amount outstanding

discounts (issuance, redemptions, warrants)

( 1,212,718 )

Amortization of discounts

Carrying value

Redemption Liability

The fair value of the redemption

liability is calculated under Level 3 of the fair value hierarchy, is determined based upon a Probability-Weighted of Expected Returns

Model (“PWERM”).

This PWERM was determined to be the most appropriate method of estimating the value of possible redemption

or conversion outcomes over time, since the Company has not entered into a priced equity round through June 30, 2024.

The fair value of

the redemption liability is calculated using the initial value of the convertible note less the debt discount rate of 12.5 % in Group A,

20 % in Groups B and C, and 50 % in Groups D, E and F.

The redemption liability is then amortized over the remaining life of the note,

utilizing the interest rates of 10 % and 6 % respectively for the groups.

The life of each note in Group A is for a set period of 3 years,

and is variable in Groups B, C, D, E and F with a range of 12 months to 3 years.

The Company retains the option to negotiate

an extended maturity date for Groups B, C, D, E and F.

The new embedded redemption values were $ 750,500 and $ 1,541,250 for the periods

ended June 30, 2024 and December 31, 2023, respectively.

The redemption liability is

re-measured at each period end and is summarized as follows:

fair value of the redemption liability is calculated under Level 3 of the fair value hierarchy, is determined based upon a Probability-Weighted

of Expected Returns Model (“PWERM”).

This PWERM was determined to be the most appropriate method of estimating the value

of possible redemption or conversion outcomes over time, since the Company has not entered into a priced equity round through December

The fair value of the redemption liability is calculated using the initial value of the convertible note less the debt discount

rate of 12.5 % in Group A, 20 % in Groups B and C, and 50 % in Groups D, E and F.

The redemption liability is then amortized over the

remaining life of the note, utilizing the interest rates of 10 % and 6 % respectively for the groups.

The life of each note in Group A

is for a set period of 3 years, and is variable in Groups B, C, D, E and F with a range of 12 months to 3 years.

retains the option to negotiate an extended maturity date for Groups B, C, D, E and F.

new embedded redemption values were $ 0 and $ 1,541,250 for the nine months ended September 30, 2024 and the year ended December 31,

2023, respectively.

On August 2, 2024, the Company consummated its initial public offering, and the Convertible Notes, including accrued

interest, converted into shares of the Company’s common stock.

The redemption liability was closed to stockholders’ equity

on such date.

redemption liability is re-measured at each period end and is summarized as follows:

September 30,

New Embedded Redemption Value – Group A

5 unchanged sentences

Ending Balance

Fees Associated with Convertible Debt Raise

The fees associated with the

convertible debt raise are legal and investment fees associated with the issuance of the convertible notes for Groups A, B, C, and

Therapies Incorporated

Notes to the Financial Statements

For the Nine Months Ended September 30, 2024 and 2023

4 — CONVERTIBLE DEBT (cont.)

Associated with Convertible Debt Raise

fees associated with the convertible debt raise are legal and investment fees associated with the issuance of the convertible notes for

Groups A, B, C, and D.

There were no related parties who received these fees.

The fees are amortized over the life of the convertible note utilizing

an interest rate of 10 % for Group A and 6 % for Groups B, C, and D.

The debt issuance liability is re-measured at each period end and is

summarized in the table below.

The fees are amortized over the life of the convertible

note utilizing an interest rate of 10 % for Group A and 6 % for Groups B, C, and D.

The debt issuance liability is re-measured at each

period end and is summarized in the table below.

September 30,

Debt Issuance

Total Net Debt Issuance

OS Therapies Incorporated

liability — Shares due Noble Capital

March 2020, the Company signed a new advisory agreement with Noble Capital, in lieu of cash remuneration and the company agreed to issue

4 % of the Company’s shares, with an anti-dilution clause.

The make-whole liability represents the shares earned for the anti-dilution

of their stock position over 2020 and 2021.

The 2021 year-end had the Company owning an aggregate of 233,202 shares valued in the amount

of $ 408,413 , after issuing 200,000 shares in 2020.

In 2021, the Company recorded an associated expense to advisory fees of $ 152,482 to

recognize the share value earned on the anti-dilution compensation in 2021.

In 2022, the Company set aside 70,624 shares to satisfy the

anti-dilution clause.

In 2022, the Company recorded an associated expense to advisory fees of $ 282,496 to recognize the share value earned

on the anti-dilution compensation in the 2022.

the nine months ended September 30, 2024 and 2023, the Company recorded an additional 0 and 16,672 shares, respectively, with an associated

expense to advisory fees of $ 0 and $ 66,688 , respectively, on the anti-dilution compensation.

July 1, 2023, the make-whole liability for Noble Capital was determined to be contractually nullified.

The Company unwound the liability,

and it is reflected in our Statement of Stockholders’ Deficit.

Capital and the Company settled various investment fees in dispute, as well as the shares of the Company’s common stock related

to the anti-dilution clause that expired in September 2024.

Noble Capital was awarded 320,033 shares of common stock and $ 50,000 in cash.

liability — Shares Officers & Directors

January 2023, 350,000 shares of Class A common stock were issued to officers, key employees, key advisors and directors, leaving 20,000

shares in the balance to be issued to Joacim Borg, a director with a value of $ 80,000 .

March 1, 2023, the Company hired Alan Musso, former CFO, and, as part of his compensation contract, he was awarded 12,500 shares

of common stock with a value of $ 4.00 per share, the $ 50,000 in compensation of which is reflected in the make-whole stock liability.

resigned on June 30, 2023, and Christopher Acevedo, current CFO, took his position.

Acevedo was awarded the balance of Mr.

shares upon the successful initial public offering.

Therapies Incorporated

Notes to the Financial Statements

For the Six Months Ended June 30, 2024 and 2023

NOTE 4 — CONVERTIBLE DEBT

Make-whole liability — Shares

due Noble Capital

In March 2020, the Company

signed a new advisory agreement with Noble Capital, in lieu of cash remuneration and the company agreed to issue 4 % of the Company’s

shares, with an anti-dilution clause.

The make-whole liability represents the shares earned for the anti-dilution of their stock position

over 2020 and 2021.

The 2021 year-end had the Company owing an aggregate of 233,202 shares valued in the amount of $ 408,413 , after issuing

200,000 shares in 2020.

In 2021, the Company recorded an associated expense to advisory fees of $ 152,482 to recognize the share value

earned on the anti-dilution compensation in 2021.

In 2022, the Company set aside 70,624 shares to satisfy the anti-dilution clause.

2022, the Company recorded an associated expense to advisory fees of $ 282,496 to recognize the share value earned on the anti-dilution

compensation in the 2022.

For the six months ended June

30, 2024 and 2023, the Company recorded an additional 0 and 16,672 shares, respectively, with an associated expense to advisory fees of

$ 0 and $ 66,688 , respectively, on the anti-dilution compensation.

On July 1, 2023, the make-whole

liability for Noble Capital was determined to be contractually nullified.

The Company unwound the liability, and it is reflected in our

Statement of Stockholders’ Deficit.

Make-whole liability — Shares

Officers & Directors

In January 2023, 350,000 shares

of Class A common stock were issued to officers, key employees, key advisors and directors, leaving 20,000 shares in the balance to be

issued to Joacim Borg, a director with a value of $ 80,000 .

On March 1, 2023, the

Company hired Alan Musso, former CFO, and, as part of his compensation contract, he was awarded 12,500 shares of common stock with a value

of $ 4.00 per share, the $ 50,000 in compensation of which is reflected in the make-whole stock liability.

Alan resigned on June 30, 2023,

and Christopher Acevedo, current CFO, took his position.

Acevedo will be awarded the balance of Mr.

Musso’s shares upon a successful

initial public offering.

The Company’s make-whole

share liability is summarized in the table below as of June 30, 2024.

For the Nine Months Ended September 30, 2024 and 2023

4 — CONVERTIBLE DEBT (cont.)

Company’s make-whole share liability is summarized in the table below as of September 30, 2024.

Name Position # Shares Value Date Earned

Alan Musso Former CFO 3,125 $ 12,500 March 1, 2023

Christopher Acevedo Current CFO 9,375 37,500 Upon IPO

Christopher Acevedo Current CFO 9,375 37,500 August 1, 2024

Joacim Borg Director 20,000 80,000 July 1, 2022

TOTAL 32,500 $ 130,000

Warrants for Placement Agent — Noble

In March 2020, the Company

signed a new advisory agreement with Noble Capital, in lieu of cash remuneration it was provided a 10 % warrant fee, in addition to cash

remuneration on debt raises from Noble procured investments.

The terms of the warrants are five years at an exercise price that equates

to the average price the convertible debt holders paid in each debt raise round.

The number of warrants earned

in 2020 was 248,855 valued at $ 248,855 .

The make-whole liability

shares were issued on November 11, 2024 to the officers and directors.

for Placement Agent — Noble Capital

March 2020, the Company signed a new advisory agreement with Noble Capital, in lieu of cash remuneration it was provided a 10 % warrant

fee, in addition to cash remuneration on debt raises from Noble procured investments.

The terms of the warrants are five years at

an exercise price that equates to the average price the convertible debt holders paid in each debt raise round.

number of warrants earned in 2020 was 248,855 valued at $ 248,855 .

The number of warrants earned in 2021 was 213,782 , valued at $ 427,564 .

The total warrants earned

as of December 31, 2022 was 162,644 , valued at $ 325,288 .

No warrants were

earned in 2023 or the six months ended June 30, 2024.

Warrants earned in 2022, 2021

and 2020 have been accounted for as a discount to the associated convertible debt with the discounts amortized over the term of the related

The Debt Discount Accretion expense in warrants in the six months ended June 30, 2024 was $ 49,840 and in the six months ended June

30, 2023 was $ 147,677 .

The total unamortized discount of those warrants was $ 0 and $ 49,840 as of June 30, 2024 and December 31, 2023,

respectively.

Short-Term Loan

An investor lent the Company

$ 100,000 on March 7, 2024.

The note is a demand note, carrying interest at 8 % and was used for working capital purposes.

An investor lent

the Company $ 150,000 on June 28, 2024.

The note is a demand note, carrying interest at 8 % and was also used for working capital purposes.

The Company intends to repay these loans in 2024.

OS Therapies Incorporated

The total warrants earned as of December 31, 2022 was 162,644 , valued at $ 325,288 .

No warrants were earned in 2023 or the nine months

ended September 30, 2024.

earned in 2022, 2021 and 2020 have been accounted for as a discount to the associated convertible debt with the discounts amortized over

the term of the related debt.

The Debt Discount Accretion expense in warrants in the nine months ended September 30, 2024 was $ 49,840

and in the nine months ended September 30, 2023 was $ 212,285 .

The total unamortized discount of those warrants was $ 0 and $ 49,840 as

of September 30, 2024 and December 31, 2023, respectively.

Warrantholders

from Noble Capital exercised their warrants for an aggregate of 116,313 shares of common stock out of the aggregate 626,004 shares underlying

warrants held by such holders in September 2024.

The balance of the shares underlying warrants held by Noble Capital warrantholders is

509,691 shares.

The exercise price for the remaining warrants ranges from $ 1.31 to $ 2.59 per share.

for Underwriter of Initial Public Offering — Brookline Capital Markets

August 2, 2024, the Company issued a warrant to Brookline Capital Markets to purchase 112,000 shares of the Company’s common stock,

pursuant to an underwriting agreement entered into between the Company and Brookline.

The warrant is exercisable after 180 days following

July 31, 2024, terminates on July 31, 2029, and has an exercise price of $ 4.40 per share.

investor lent the Company $ 100,000 on March 7, 2024.

The note is a demand note, carrying interest at 8 % and was used for working capital

An investor lent the Company $ 150,000 on June 28, 2024.

The note is a demand note, carrying interest at 8 % and was also used

for working capital purposes.

The Company repaid these loans, including accrued interest thereon, in August 2024.

Therapies Incorporated

Notes to the Financial Statements

For the Six Months Ended June 30, 2024 and 2023

NOTE 5 — TEDCO GRANT

In May of 2021, the Company

received the first of two tranches from TEDCO’s Rural & Underserved Business Recovery from Impact of COVID-19 (RUBRIC)

Grant in the amount of $ 50,000 .

A second tranche of $ 50,000 was received in October 2021 for a total reimbursable grant amount

of $ 100,000 .

The Company is obligated to report on and pay to TEDCO 3% of their quarterly revenues for a five-year period following

the reward date.

For the Nine Months Ended September 30, 2024 and 2023

5 — TEDCO GRANT

May of 2021, the Company received the first of two tranches from TEDCO’s Rural & Underserved Business Recovery from

Impact of COVID-19 (RUBRIC) Grant in the amount of $ 50,000 .

A second tranche of $ 50,000 was received in October 2021 for a total

reimbursable grant amount of $ 100,000 .

The Company is obligated to report on and pay to TEDCO 3% of their quarterly revenues for

a five-year period following the reward date.

Income from grants and investments are not considered revenues.

Royalties due to TEDCO are capped at 150 % of the amount

of the award or $ 150,000 total.

The Company has the option to eliminate the quarterly royalty obligation by making an advance payment

prior to the end of the five-year period, in which case, the Company will receive a 10 % reduction of the royalty cap percentage for each

year prior to the expiration of the five -year reimbursement period that the grant is repaid in full.

If the Company ceases to meet eligibility

requirements the reimbursement obligation will become due to TEDCO immediately;

however, the discount for meeting the obligation will

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Employee Commitments

There are no employee commitments

as the Company operates on an at-will employment basis.

Rental Agreement

The Company had a rental agreement

with BXP Shady Grove Lot 7 LLC, beginning in April 2023 and ending in December 2023.

The payment term of the license agreement was $ 1,000

Royalties due to TEDCO

are capped at 150 % of the amount of the award or $ 150,000 total.

The Company has the option to eliminate the quarterly royalty obligation

by making an advance payment prior to the end of the five-year period, in which case, the Company will receive a 10 % reduction of the

royalty cap percentage for each year prior to the expiration of the five -year reimbursement period that the grant is repaid in full.

If the Company ceases to meet eligibility requirements the reimbursement obligation will become due to TEDCO immediately;

discount for meeting the obligation will still apply.

6 — COMMITMENTS AND CONTINGENCIES

are no employee commitments as the Company operates on an at-will employment basis.

Company had a rental agreement with BXP Shady Grove Lot 7 LLC, beginning in April 2023 and ending in December 2023.

The payment term

of the license agreement was $ 1,000 per month.

Rent expense for the year ended December 31, 2023 was $ 12,000 .

The Company has not renewed its lease and has a mailing address

at 115 Pullman Crossing Road, Suite 103, Grasonville, Maryland 21638.

License Obligation and Manufacturing Agreements

The Company entered into an

exclusive license agreement with Advaxis, Inc in September 2018, as amended, pursuant to which it acquired the right to develop and

commercialize Advaxis HER2 Construct, the Company’s product candidate and the use of Advaxis HER2 Construct patents.

Per the agreement, all milestone

payments are non-creditable and non-refundable and will be due and payable upon the occurrence of the corresponding milestone event.

clarity, each milestone payment is payable only once.

As of December 31, 2020, the Funding Milestone had been achieved and payment

in full was made in January 2021.

The Company has not renewed

its lease and has a mailing address at 115 Pullman Crossing Road, Suite 103, Grasonville, Maryland 21638.

The Company has rented, on

a month-to-month basis, a virtual office at JLabs in New York, New York.

Obligation and Manufacturing Agreements Advaxis

Company entered into an exclusive license agreement with Advaxis, Inc in September 2018, as amended, pursuant to which it acquired

the right to develop and commercialize Advaxis HER2 Construct, the Company’s product candidate and the use of Advaxis HER2 Construct

the agreement, all milestone payments are non-creditable and non-refundable and will be due and payable upon the occurrence of the corresponding

milestone event.

For clarity, each milestone payment is payable only once.

As of December 31, 2020, the Funding Milestone had been

achieved and payment in full was made in January 2021.

As of May 2021, the second milestone had been completed and paid.

For the six months ended

June 30, 2024, no payments were made.

OS Therapies Incorporated

Notes to the Financial Statements

For the Six Months Ended June 30, 2024 and 2023

NOTE 6 — COMMITMENTS AND CONTINGENCIES

The milestone events and financial

terms are as follows:

the nine months ended September 30, 2024, no payments were made.

milestone events and financial terms are as follows:

Milestone Amount

7 unchanged sentences

Cumulative Net Sales of all Licensed Products in excess of One Hundred Million US Dollars ($100,000,000) $ 10,000,000

All milestone payments are

non-creditable and non-refundable and will be due and payable upon the occurrence of the corresponding date or milestone, regardless of

any failure by the Company to provide the notice required by Section 6.4a of the licensing agreement.

For clarity, each milestone

payment is payable only once.

Therapies Incorporated

Notes to the Financial Statements

For the Nine Months Ended September 30, 2024 and 2023

6 — COMMITMENTS AND CONTINGENCIES (cont.)

milestone payments are non-creditable and non-refundable and will be due and payable upon the occurrence of the corresponding date or

milestone, regardless of any failure by the Company to provide the notice required by Section 6.4a of the licensing agreement.

clarity, each milestone payment is payable only once.

As of December 31, 2020, the first milestone had been achieved.

As of January 7, 2021, the license

commencement payment was paid in full.

As of May 21, 2021, the second milestone had been completed and paid in full.

Additionally, on an aggregate basis across all

licensed products during the royalty term, the Company will pay quarterly to Advaxis royalties on net sales of licensed products, royalty

rates range from a percentage in the high single digits to low double digits.

royalties were payable in the six months ended June 30, 2024.

In July 2020, the Company

entered into a Licensing Agreement with BlinkBio, Inc., to utilize their proprietary technology.

As of August 2020, the $ 300,000

License fee was fully paid and recorded in license expense.

These payments have been recorded in the Licensing expenses of the accompanying

statement of operations.

As of January 7,

2021, the license commencement payment was paid in full.

As of May 21, 2021, the second milestone had been completed and paid in

Additionally,

on an aggregate basis across all licensed products during the royalty term, the Company will pay quarterly to Advaxis royalties on net

sales of licensed products, royalty rates range from a percentage in the high single digits to low double digits.

No royalties were payable

in the nine months ended September 30, 2024.

July 2020, the Company entered into a Licensing Agreement with BlinkBio, Inc., to utilize their proprietary technology.

As of August 2020,

the $ 300,000 License fee was fully paid and recorded in license expense.

These payments have been recorded in the Licensing expenses

of the accompanying statement of operations.

No payments were due or made in 2024.

A payment schedule is set for future milestones, is summarized below:

A payment schedule is set for future milestones, is

summarized below:

Milestone Bearing Event Milestone

6 unchanged sentences

Regulatory Approval in the first of the United States, within the EU or within the UK $ 12,000,000

The Company will make the

cash payments set forth in the table above by wire transfer of immediately available funds, to BlinkBio within thirty (30) days

of the occurrence of each milestone set forth with respect to the first Product to attain each such milestone, except that the first

Milestone above will apply with respect to The Company’s first product candidate.

During the Royalty Term, the Company will pay

BlinkBio a royalty of six percent ( 6 %) on Net Sales on a Product-by-Product and country-by-country basis during the Royalty Term, in

a country in which no Valid Claim Covers the manufacture, use, or sale of a Product, the royalty on Net Sales of such Product in such

country will be reduced to three percent ( 3 %).

No royalties were due in the six months ended June 30, 2024, no payments were made in

the year 2023.

OS Therapies Incorporated

Notes to the Financial Statements

For the Six Months Ended June 30, 2024 and 2023

NOTE 6 — COMMITMENTS AND CONTINGENCIES

For the avoidance of doubt,

each Milestone payment will be payable only once, and the aggregate amount of Milestone payments payable hereunder will not exceed $ 22,375,000 .

Company will make the cash payments set forth in the table above by wire transfer of immediately available funds, to BlinkBio within

thirty (30) days of the occurrence of each milestone set forth with respect to the first Product to attain each such milestone,

except that the first Milestone above will apply with respect to The Company’s first product candidate.

During the Royalty Term,

the Company will pay BlinkBio a royalty of six percent ( 6 %) on Net Sales on a Product-by-Product and country-by-country basis during

the Royalty Term, in a country in which no Valid Claim Covers the manufacture, use, or sale of a Product, the royalty on Net Sales of

such Product in such country will be reduced to three percent ( 3 %).

No royalties were due in the nine months ended September 30, 2024;

no payments were made in the year 2023.

the avoidance of doubt, each Milestone payment will be payable only once, and the aggregate amount of Milestone payments payable hereunder

will not exceed $ 22,375,000 .

A Milestone may be achieved by the Company or a Commercial Sublicensee.

George Clinical Inc.

Therapies Incorporated

Notes to the Financial Statements

For the Nine Months Ended September 30, 2024 and 2023

6 — COMMITMENTS AND CONTINGENCIES (cont.)

Clinical Inc.

June 2020, the Company entered into a Research Service Agreement, as amended, with George Clinical Inc., to use their clinical research

5 unchanged sentences

The total budget under the agreement is approximately $ 2,436,928 .

For the six months ended June 30,

For the nine months ended September 30,

2024 and year ended December 31, 2023, we paid $ 345,836 and $ 921,300 , respectively, to George Clinical.

11 unchanged sentences

over course of study

George Clinical will track

and invoice the Company for the number of task units completed and pass through costs will be invoiced each month in arrears based on

actual costs without mark-up.

Clinical will track and invoice the Company for the number of task units completed and pass through costs will be invoiced each month

in arrears based on actual costs without mark-up.

The PTC Advance Fee will be used to offset final pass through fees payable.

As of June 30, 2024, the balance

due to George Clinical was $ 663,622 .

Legal Proceedings

From time to time, the Company

may be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of business.

of these claims could subject the Company to costly legal expenses and, while management generally believes that there will be adequate

insurance to cover different liabilities at such time the Company becomes a public company and commences clinical trials, the Company’s

future insurance carriers may deny coverage or policy limits may be inadequate to fully satisfy any damage awards or settlements.

this were to happen, the payment of any such awards could have a material adverse effect on the results of operations and financial position.

Additionally, any such claims, whether or not successful, could damage the Company’s reputation and business.

The Company is currently

not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate,

could have a material adverse effect on the Company’s results of operations or financial position.

OS Therapies Incorporated

Notes to the Financial Statements

For the Six Months Ended June 30, 2024 and 2023

NOTE 7 — EQUITY

In 2021, the Company split

Common Stock into two classes with fifty million shares of Class A Common Stock, $ 0.001 par value per share (“Class A

Common Stock”) designated and twenty million shares of Class B Common Stock, $ 0.001 par value per share (“Class B

Common Stock”).

On February 9, 2024, the Company changed the name of the Class A Common Stock and Class B Common Stock

to combine into the name Common Stock, with 50,000,000 shares authorized.

As of June 30, 2024 and December 31, 2023, the Company had 5,991,041

and 5,340,000 shares of Common Stock outstanding, respectively.

As of September

30, 2024, the balance due to George Clinical was $ 295,082 .

time to time, the Company may be involved in disputes, including litigation, relating to claims arising out of operations in the normal

course of business.

Any of these claims could subject the Company to costly legal expenses and, while management generally believes that

there will be adequate insurance to cover different liabilities at such time the Company becomes a public company and commences clinical

trials, the Company’s future insurance carriers may deny coverage or policy limits may be inadequate to fully satisfy any damage

awards or settlements.

If this were to happen, the payment of any such awards could have a material adverse effect on the results of

operations and financial position.

Additionally, any such claims, whether or not successful, could damage the Company’s reputation

and business.

The Company is currently not a party to any legal proceedings, the adverse outcome of which, in management’s opinion,

individually or in the aggregate, could have a material adverse effect on the Company’s results of operations or financial position.

2021, the Company split Common Stock into two classes with fifty million shares of Class A Common Stock, $ 0.001 par value per share

(“Class A Common Stock”) designated and twenty million shares of Class B Common Stock, $ 0.001 par value per share

(“Class B Common Stock”).

On February 9, 2024, the Company changed the name of the Class A Common Stock and Class B

Common Stock to combine into the name Common Stock, with 50,000,000 shares authorized.

As of September 30, 2024 and December 31, 2023,

the Company had 21,180,883 and 5,340,000 shares of Common Stock outstanding, respectively.

Common Stock has voting rights .

Preferred Stock

In 2021, 5,000,000 shares of

Preferred Stock were authorized, 1,400,000 was designated as Series A Preferred Stock, with 1,302,082 shares issued of Series A

Preferred Stock.

Series A Preferred Stock has 5 % cumulative coupon and liquidation priority above all Common Shares.

The coupon dividends

are computed at 5 % of the principal per annum and are recorded monthly.

Therapies Incorporated

Notes to the Financial Statements

For the Nine Months Ended September 30, 2024 and 2023

NOTE 7 — EQUITY (cont.)

August 2, 2024, the Company consummated its initial public offering and sold 1.6 million shares of Common Stock at a price of $ 4.00 per

Concurrent with this consummation, all outstanding Convertible Notes, including accrued interest thereon, automatically converted

into approximately 13.2 million shares of Common Stock, at conversion prices ranging from $ 0.39 per share to $ 2.59 per share, after share

discounts ranging from 50 % to 87.5 % and valuation ceilings ranging from $ 5 million to $ 50 million, as applicable.

2021, 5,000,000 shares of Preferred Stock were authorized, 1,400,000 were designated as Series A Preferred Stock, with 1,302,082

shares issued of Series A Preferred Stock.

Series A Preferred Stock has 5 % cumulative coupon and liquidation priority above

all Common Shares.

The coupon dividends are computed at 5 % of the principal per annum and are recorded monthly.

February 9, 2024, the Series A Preferred Stock outstanding was converted to Common Stock on a one common share for every two preferred

2 unchanged sentences

2024, the company had five million shares of authorized Preferred Stock, none of which were outstanding.

The dividend due for the six

months ended June 30, 2024 and for the year ended December 31, 2023 was $ 31,250 and $ 125,000 , respectively, for a total accrued dividend

payable at June 30, 2024 of $ 375,000

The Preferred Stock has the

following rights and privileges:

dividend due for the nine months ended September 30, 2024 and for the year ended December 31, 2023 was $ 31,250 and $ 125,000 , respectively,

for a total accrued dividend payable at September 30, 2024 of $ 375,000

Preferred Stock has the following rights and privileges:

Voting — Votes

19 unchanged sentences

to provide the Investor (and its permitted assigns) with an aggregate liquidation payment of $ 2,500,000 .

September 30,

Shares Issued to Investors

Total Shares Issued

NOTE 8 — SUBSEQUENT EVENTS

On August 2, 2024, the Company closed its initial public

offering of 1,600,000 shares of common stock at a public offering price of $ 4.00 per share, raising gross proceeds of $ 6.4 million.

The Convertible Notes automatically converted upon consummation

of the Company’s initial public offering into 13,293,534 shares of the Company’s common stock.

The conversion consisted of

$ 16,786,520 in principal and $ 2,639,929 of accrued interest, equaling total debt of $ 19,426,449 as of August 2, 2024.

8 — SUBSEQUENT EVENTS

On October 31, 2024, the Company entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Square Gate Capital Master Fund, LLC-Series 3 (the “Investor”), pursuant to which the Company will have the right, but not the obligation, to sell to the Investor, and the Investor will have the obligation to purchase from the Company, up to $ 15,000,000 (the “Maximum Commitment Amount”) worth of shares of Common Stock, at the Company’s sole discretion, over the next 24 months, subject to certain conditions precedent and other limitations set forth in the Equity Purchase Agreement.

Concurrently with the execution of the Equity Purchase Agreement, the Company also agreed to issue to the Investor, as part of the consideration, shares of the Company’s common stock worth a total of 3 % of the Maximum Commitment Amount (the “Initial Commitment Shares”).

The ultimate calculation of the per share price of the Initial Commitment Shares will occur on the date immediately prior to a registration statement on Form S-1 covering the resale of the shares to be issued pursuant to the Equity Purchase Agreement.

On November 11 2024, an aggregate of 32,500 shares of common stock, constituting make-whole liability shares, were issued to certain of the Company’s officers and directors.

See Note 4 for more information.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements