OS Therapies Inc 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Unregistered Sales of Equity Securities by the Issuer On October 31, 2024, we entered into the Equity Purchase Agreement with the Investor, pursuant to which we will have the right, but not the obligation, to sell to the Investor, and the Investor will have the obligation to purchase from us, up to the Maximum Commitment Amount worth of shares of our common stock, at our 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, we 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. The shares of common stock are being offered and sold by us to the Investor pursuant to the Equity Purchase Agreement in reliance upon an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D promulgated thereunder. 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, which was underwritten by Brookline Capital Markets. 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 November 14, 2024, we estimate that we have used approximately $5.5 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. 36 Item 6. Exhibits. The following exhibits are filed with this Quarterly Report on Form 10-Q: Exhibit No. Description 10.1 Equity Purchase Agreement, dated as of October 31, 2024, between OS Therapies Incorporated and Square Gate Capital Master Fund, LLC-Series 3 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 1, 2024).+ 10.2 Registration Rights Agreement, dated October 31, 2024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on November 1, 2024).+ 31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. § 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL: (i) Balance Sheets as of September 30, 2024 and December 31, 2023 (unaudited); (ii) Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (unaudited); (iii) Statements of Stockholders’ Deficit for the three and nine months ended September 30, 2024 and 2023 (unaudited); (iv) Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited); and (v) Notes to the Financial Statements (unaudited). 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL (included as Exhibit 101). * Furnished herewith. + Certain exhibits and/or schedules to this exhibit have been omitted pursuant to Item 601(a)(5) or Item 601(b)(10)(iv), as applicable, of Regulation S-K. The Company agrees to furnish supplemental copies of all omitted exhibits to the SEC upon its request. 37 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OS THERAPIES INCORPORATED Date: November 15, 2024 By: /s/ Paul Romness Paul Romness Chief Executive Officer (Principal Executive Officer) Date: November 15, 2024 By: /s/ Christopher Acevedo Christopher Acevedo Chief Financial Officer (Principal Financial and Accounting Officer) 38