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Item 2. Unregistered Sales of Equity Securities

2024-11-15 compared with 2024-08-14 · 54 added, 103 removed, 5 unchanged (97% of the section changed)

Unregistered Sales of Equity Securities

and Use of Proceeds.

Unregistered Sales of Equity Securities

by the Issuer

From June 2023 to April 2024, we issued convertible notes

in an aggregate principal amount of $6,533,500 (the “Bridge Notes”) to accredited investors in exchange for cash in an aggregate

amount of $6,533,500.

The Bridge Notes bore interest at a rate of 6% per annum and had a maturity date of October 31, 2024.

Notes automatically converted into common stock at 50% of the price per share in our Next Equity Financing (which was our initial public

offering), subject to a valuation ceiling of $50 million.

The Bridge Notes had a conversion price of $2.00 per share (based on the initial

public offering price of $4.00 per share) and converted into 3,476,949 shares of our common stock.

In connection with the Bridge

Notes, we agreed to issue an additional 626,004 shares of common stock (on a post-split basis) to the bridge investors, prorated based

on such investor’s investment amount, as an inducement for their investment in the Bridge Notes.

Additionally, we issued to Noble

Life Science Partners, a division of Noble Capital Markets, Inc., the placement agent for the Group D placement, warrants to purchase

50,000 shares of common stock at an exercise price of $2.00 per share (the “Group D Warrants”), based on the initial public

offering price of $4.00 per share.

The Group D Warrants may, at the option of the holder, be exercised in whole or part on a cashless

The Group D Warrants expire five years after the effective date of our anticipated initial public offering.

The issuances described above

were not registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) thereof

and Regulation D promulgated thereunder, which exempts transactions by an issuer not involving any public offering.

The recipients

of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to

or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and other instruments

issued in such transactions.

All recipients either received adequate information about the registrant or had access, through employment

or other relationships, to such information.

Use of Proceeds

On July 31, 2024, our registration statement on Form S-1 (File No.

333-276350) was declared effective by the SEC for our initial public offering.

At the closing of our initial public offering on August

2, 2024, we sold 1,600,000 shares of common stock at an initial public offering price of $4.00 per share and received gross proceeds of

$6.4 million, which resulted in net proceeds to us of approximately $6.0 million, after deducting underwriting discounts and commissions

of approximately $0.4 million.

As of August 14, 2024, we estimate that we have used approximately $2.9 million of the proceeds from our

initial public offering for general corporate purposes, including to advance the development of OST-HER2 and OST-tADC.

There has been

no material change in the planned use of proceeds from that described in the final prospectus for our initial public offering filed with

the SEC pursuant to Rule 424(b)(4) under the Securities Act.

The following exhibits are

filed with this Quarterly Report on Form 10-Q:

Third Amended and Restated Certificate of Incorporation of OS Therapies Incorporated (incorporated by reference to Exhibit 3.1 to Amendment No.