What changed in this filing

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Item 1. Financial Statements

2025-05-15 compared with 2024-11-15 · 1168 added, 813 removed, 235 unchanged (89% of the section changed)

Financial Statements

Therapies Incorporated

OS Therapies Incorporated

Balance Sheets

September 30,

Current Assets

Deferred Offering Costs

Related Party Advance

Prepaid Expenses

Employee Advances

Total Current Assets

1 unchanged sentence

Fixed Assets (Net)

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Patent Deposit

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts Payable

Accrued Interest on Convertible Notes

Accrued Expenses

1 unchanged sentence

Accrued Payroll and Payroll Taxes

Redemption Premium

Preferred Dividends Payable

Convertible Notes – A (Net Debt Discount)

Convertible Notes – A (Related Party Net Debt Discount)

Convertible Notes – B (Net Debt Discount)

Convertible Notes – C (Net Debt Discount)

Convertible Notes – D (Net Debt Discount)

Convertible Notes – E (Net Debt Discount)

Convertible Notes – F (Net Debt Discount)

Make-whole Stock Liability

Warrant Liability (Net of Discount)

Total Current Liabilities

2 unchanged sentences

Total Liabilities

Commitments and contingencies (See Note 9)

MEZZANINE EQUITY:

Series A Convertible Preferred Stock, par value $ 0.001 , 2,500,000 shares authorized;

1,775,750 and 1,512,500 issued and outstanding, respectively

Total Mezzanine Equity

STOCKHOLDERS’ DEFICIT

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 Series A issued and outstanding, respectively

Common Stock A, par value $ 0.001 , 50,000,000 shares authorized;

21,347,315 and 20,869,908 issued and outstanding, respectively

Preferred Stock, par value $ 0.001 , 5,000,000 shares authorized;

0 and 0 issued and outstanding, respectively

Additional paid-in capital

4 unchanged sentences

( 4,186,578 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

Therapies Incorporated

( 3,266,538 )

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part

of these unaudited financial statements.

OS Therapies Incorporated

Statements of Operations

For the three

September 30,

OPERATING EXPENSES

3 unchanged sentences

( 4,999,486 )

( 3,847,422 )

( 3,185,613 )

OTHER INCOME/EXPENSE

1 unchanged sentence

Interest Expense

( 1,352,783 )

( 2,044,283 )

( 3,141,405 )

Total Other Expense

( 1,352,782 )

( 2,044,282 )

( 3,141,403 )

( 2,875,232 )

( 1,974,990 )

Change in Fair Value of Warrant Liability

TOTAL OTHER INCOME/EXPENSE

( 3,876,859 )

4 unchanged sentences

$ ( 1,490,242 )

$ ( 5,922,954 )

$ ( 6,420,766 )

Basic & Diluted Weighted Average Common Shares Outstanding

Weighted Average # of Shares

Basic & Diluted Loss per Common Share Outstanding

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

The accompanying notes are an integral part

of these unaudited financial statements .

OS Therapies Incorporated

Statements of Stockholders’ Deficit

For the Three Months Ended March 31, 2025 and

Preferred Stock

3 unchanged sentences

$ ( 24,016,215 )

Conversion of Make Whole Liability to Common Stock

Preferred Dividends

( 1,846,969 )

Balances, March 31, 2023

$ ( 23,479,822 )

$ ( 18,735,447 )

Preferred Dividends

( 2,505,057 )

Balances, June 30, 2023

$ ( 26,016,129 )

$ ( 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

$ ( 29,518,187 )

$ ( 24,016,215 )

Conversion of Preferred Stock to Common Stock

6 unchanged sentences

$ ( 25,506,457 )

( 1,557,480 )

Balances, June 30, 2024

Balances, December 31, 2024 (As Revised)

$ ( 38,432,375 )

$ ( 3,266,537 )

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

Commitment shares issued for Equity Line of Credit

Shares issued for Services

Stock-based compensation

( 3,876,859 )

Balances, September 30, 2024

Balances, March 31, 2025

$ ( 42,309,234 )

$ ( 4,186,578 )

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

Therapies Incorporated

The accompanying notes are an integral part

of these unaudited financial statements .

OS Therapies Incorporated

Statements of Cash Flows

the Nine Months Ended September 30, 2024 and 2023

September 30,

For the Three Months Ended March 31, 2025 and

CASH FLOWS FROM OPERATING ACTIVITIES

1 unchanged sentence

$ ( 1,458,992 )

Depreciation expense

Amortization of Debt Discounts Issuance and Warrants

Make-whole expense

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

Prepaid Expenses

Employee Advances

Depreciation expense

Change in Fair Value of Warrant Liability

( 1,122,561 )

Shares issued for services

Stock Based Compensation

Commitment shares issued for Equity Line of Credit

Changes in operating assets and liabilities:

Accounts Payable

4 unchanged sentences

( 3,441,884 )

( 2,135,807 )

CASH FLOWS FROM INVESTING ACTIVITIES

Fixed Asset Addition

Shareholder Loan Repayment

Patent Deposit

Net cash provided by investing activities

1 unchanged sentence

Deferred Offering Costs

Short-Term Borrowings

Short Term Loan Repayments

Initial Public Offering (Net of Fees)

Sale of Preferred Stock & Warrants

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

1 unchanged sentence

Net change in cash

( 2,562,520 )

Cash – beginning of period

4 unchanged sentences

Dividends Payable

Conversion of Make-whole Liability to Common Stock & APIC

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

Shares Issued for Prepaid Services

Deferred offering costs recorded as accounts payable

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

Therapies Incorporated

The accompanying notes are an integral part

of these unaudited financial statements.

OS Therapies Incorporated

Notes to the Financial Statements

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.

For the Three Months Ended March 31, 2025 and 2024

NOTE 1 — ORGANIZATION AND DESCRIPTION

OF BUSINESS, LIQUIDITY, AND RISK FACTORS

OS Therapies Incorporated

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

It is based in Rockville, Maryland.

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

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

As of 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;

The Company intends to focus

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

As of March 31, 2025,

there is one ongoing clinical trial for Osteosarcoma therapy.

Restatement of December 31, 2024 Balance

During the Company’s

review of its quarterly financial statements for the period ended March 31, 2025, the Company determined that for the year ended December

31, 2024, the Company erroneously recorded the deemed dividend on Series A Convertible Preferred Stock in the amount of $ 1,971,975 .

error was recorded in the Company’s statements of operations previously issued for the audited financial statements as of and for

the fiscal year ended December 31, 2024, originally included in its Annual Report on Form 10-K for the fiscal year ended December 31,

Company determined the overstatement of mezzanine equity and accumulated deficit was immaterial to the financial statements because the

Company has historically operated at a loss.

Additionally, the overstatement did not affect net loss in the statements of operations.

The Company overstated its net loss available to common shareholders, which the Company believes is not an assertion that is significant

to the users of its financial statements.

Therefore, the Company deems the error to be immaterial to the financial statements taken as

Company evaluated the materiality of these misstatements both qualitatively and quantitatively in accordance with Staff Accounting Bulletin

99, Materiality , and SAB No.

108, Considering the Effects of Prior Year Misstatements in Current

Year Financial Statements , and determined the effect of correcting these misstatements was immaterial to the affected period ended

December 31, 2024.

As a result of the misstatements that were deemed immaterial to the previously issued financial statements, the Company

has revised its previously issued financial statements as of and for the period ended December 31, 2024 in this Quarterly Report on Form

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 March 31, 2025, the

Company had cash of $ 2,971,007 .

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

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

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

OS Therapies Incorporated

Notes to the Financial Statements

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

For the Three Months Ended March 31, 2025 and 2024

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 U.S.

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.

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.

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

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

relationships.

As of March 31, 2025 and December 31, 2024, Chase Bank checking account had $ 2,981,206 and $ 5,216,354 , respectively, and

the Chase Bank savings account had $ 20,000 and $ 20,000 , respectively.

As of March 31, 2025 and December 31, 2024, SVB Bank checking account

had $( 40,284 ) and $ 287,173 , respectively, and the SVB money market account had $ 10,000 and $ 10,000 , respectively.

The Chase Bank checking

account is in excess of the FDIC limits for March 31, 2025.

Redeemable Preferred Stock and Mezzanine

The Company’s one share

of the Company’s Series A Senior Convertible Preferred Stock, par value $ 0.001 per share (the “Series A Preferred Stock”),

in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

Topic 480 (“ASC 480”), is accounted for as mezzanine equity due to the redemption feature upon a deemed liquidation event:

(i) a merger or consolidation, or (ii) the sale, lease, transfer or other disposition of substantially all the assets of the Company.

The initial cash proceeds of $ 6,050,000 were allocated to the warrants to purchase shares of common stock (the “Warrants”),

and the residual proceeds were allocated to the Series A Preferred Stock.

The subsequent cash proceeds of $ 1,053,000 were allocated to

the Warrants and the residual proceeds were allocated to the Series A Preferred Stock.

The Series A Preferred Stock is classified as mezzanine

equity in accordance with ASC 480.

OS Therapies Incorporated

Notes to the Financial Statements

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.

For the Three Months Ended March 31, 2025 and 2024

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 five years for financial statement

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 periods ended March 31, 2025

and December 31, 2024.

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 were charged to stockholders’ equity upon the completion of such offering.

As of March 31, 2025 and December 31, 2024, the Company did not have any 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’ deficit.

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.

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 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.

Revisions to Previously

Issued Financial Statements

During the Company’s

review of its quarterly financial statements for the period ended March 31, 2025, the Company determined that for the year ended December

31, 2024, the Company erroneously recorded the deemed dividend on Series A Convertible Preferred Stock in the amount of $ 1,971,975 .

error was recorded in the Company’s statements of operations previously issued for the audited financial statements as of and for

the fiscal year ended December 31, 2024, originally included in its Annual Report on Form 10-K for the fiscal year ended December 31,

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Company determined the overstatement of mezzanine equity and accumulated deficit was immaterial to the financial statements because the

Company has historically operated at a loss.

Additionally, the overstatement did not affect net loss in the statements of operations.

The Company overstated its net loss available to common shareholders, which the Company believes is not an assertion that is significant

to the users of its financial statements.

Therefore, the Company deems the error to be immaterial to the financial statements taken as

Company evaluated the materiality of these misstatements both qualitatively and quantitatively in accordance with Staff Accounting Bulletin

99, Materiality , and SAB No.

108, Considering the Effects of Prior Year Misstatements in Current

Year Financial Statements , and determined the effect of correcting these misstatements was immaterial to the affected period ended

December 31, 2024.

As a result of the misstatements that were deemed immaterial to the previously issued financial statements, the Company

has revised its previously issued financial statements as of and for the period ended December 31, 2024 in this Quarterly Report on Form

reconciliation from the amounts previously reported for the affected periods to the revised amounts in this Form 10-Q is provided

for the impacted financial statement line items below for:

(i) the balance sheets as of December 31, 2024;

(ii) the statements of

operations for the year ended December 31, 2024;

(iii) the consolidated statements of changes in stockholders’ deficit for the

year ended December 31, 2024;

and (iv) the consolidated statements of cash flows for the year ended December 31, 2024.

labeled “Adjustments” represent the effects of the Adjustments.

following table presents the effects of the Adjustments on the Company’s balance sheet as of December 31, 2024:

Balance as of December 31, 2024

As Previously

Series A Convertible Preferred Stock, par value $ 0.001 , 2,500,000 shares authorized;

1,512,500 and 0 issued and outstanding, respectively

$ ( 1,971,975 )

Accumulated deficit

$ ( 40,404,350 )

$ ( 38,432,375 )

Total Stockholders’ Deficit

$ ( 5,238,513 )

$ ( 3,266,538 )

The following table presents

the effects of the Adjustments on the Company’s statement of operations for the year ended December 31, 2024:

For the year ended December 31, 2024

As Previously

Deemed Dividend on Series A Convertible Preferred Stock

$ ( 1,971,975 )

Net loss available to common shareholders

$ ( 10,886,163 )

$ ( 8,914,188 )

Basic & Diluted Loss per Common Share Outstanding

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

The following table presents

the effects of the Adjustments on the Company’s consolidated statement of changes in stockholders’ deficit for the year ended

December 31, 2024

For the year ended December 31, 2024

As Previously Reported

Deemed Dividend on Series A Convertible Preferred Stock

$ ( 1,971,975 )

The following table presents

the effects of the Adjustments to the amount presented in the non-cash investing and financing activities section of the Company’s

statement of cash flows for the year ended December 31, 2024:

For the year ended December 31, 2024

As Previously Reported

Deemed Dividend on Series A Convertible Preferred Stock

$ ( 1,971,975 )

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.

Revenue Recognition

As of the date of incorporation,

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

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

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

Stock-Based Compensation

The Company, in accordance

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

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

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

service period.

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

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

is determined to be probable.

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

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

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.

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING

POLICIES (cont.)

Short-term Leases

For short-term leases, 12

8 unchanged sentences

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 Nine Months Ended September 30, 2024 and 2023

2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

is a table listing all preferred stock and common stock equivalents

In May 2024, we signed a month-to-month lease for use of general space with JLabs for $ 750 per month, primarily to

use space for meetings in New York City and to have an office for our staff when they are visiting.

The lease payment increased in January

1, 2025, with a monthly payment of $ 787.50 .

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 basis 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 March 31, 2025 and December 31, 2024, 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 the net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator)

during the period.

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

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

Diluted EPS excludes all diluted potential shares if their effect

is antidilutive.

Below is a table listing all

preferred stock and common stock equivalents.

Common Stock Equivalents

September 30,

Convertible Debt

1 unchanged sentence

Preferred Stock

Value Measurements

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

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

ASC 820 defines fair value as an exit price, which

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

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

The fair value hierarchy established in ASC 820

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

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

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

Unobservable inputs reflect the entity’s own assumptions

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

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

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

short-term maturity of these financial instruments.

Preferred Stock Warrants

The shares of Series A Convertible

Preferred Stock issued during the three months ended March 31, 2025 are not included in the above table as stockholder approval was required

for the issuance of shares of common stock upon any conversion thereof.

As of March 31, 2025, the maximum number of shares of common stock

to be issued upon conversion of all of the 1,775,750 Series A Convertible Preferred Stock was 1,775,750 shares of common stock .

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING

POLICIES (cont.)

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 cash, accounts payable and accrued expenses are approximate fair value because of the short-term maturity of these financial

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

valuation hierarchy is composed of three levels.

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

that is significant to the fair value measurement.

Warrant liability is recorded at fair value.

Currently, there is not

an observable market for this type of derivative.

Due to the lack of relevant and market reflective Level 1 and Level 2 inputs, the Company

valued the warrant liability using Level 3 inputs, which require significant judgment and estimates on behalf of management in developing

model assumptions.

As of March 31, 2025 and December 31, 2024, the carrying value of the warrant liability in the aggregate was $ 1,180,195

and $ 1,971,975 , respectively (See Note 9).

The valuation hierarchy is

composed of three levels.

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

to the fair value measurement.

The levels within the valuation hierarchy are described below:

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

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.

OS Therapies Incorporated

Notes to the Financial Statements

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:

For the Three Months Ended March 31, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Warrant Liability

Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates

all its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features

that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed

at the end of each reporting period.

warrants issued in connection with a Securities Purchase Agreements, dated as of December 24, 2024 (the “Purchase Agreement”),

are recognized as a derivative liability in accordance with ASC 815.

The Company recognizes the warrant instruments as a liability at

fair value and adjusts the instruments to fair value at each reporting period.

The liability is subject to re-measurement at each balance

sheet date until exercised or reclassified, and any change in fair value is recognized in the Company’s consolidated statements

of operations.

The fair value of the warrants issued in connection with the Purchase Agreement were measured using a Binomial simulation

The determination of the fair value of the warrant liability may be subject to change as more current information becomes available

and accordingly the actual results could differ significantly.

The derivative warrant liability is classified as non-current liabilities

as their liquidation is not reasonably expected to require the use of current assets or require the creation of current 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

On March 31, 2025 and December

31, 2024, the Company had a payroll payable to the CEO of $ 0 and $ 8,871 , respectively, and related payroll taxes payable of $ 270 and $ 88,386 ,

respectively.

During the period ended March 31, 2025 and December 31, 2024, the Company made advances on the payroll payable, and the

CEO made repayments.

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

NOTE 3 — RELATED PARTY TRANSACTIONS

The following summarizes activity

in respect to payroll advances to the CEO:

Balance December 31, 2023

2 unchanged sentences

Advances during 2025

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.

Repayments 2025

Balance March 31, 2025

In the second and third quarters

of 2024, paychecks were issued to Paul Romness, CEO.

The paychecks comprised the remaining balance of backpay, less all 2024 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,

The balance of accrued payroll for

Romness on March 31, 2025 of $ 23,636 .

All payroll advances shown

as employee advances for Mr.

Romness in the three months ended March 31, 2025 will be repaid from his future paychecks in 2025.

Related Parties — Convertible

Ted 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 $ 0 as of

March 31, 2025 and December 31, 2024, respectively.

The convertible notes were converted into common stock upon consummation of the

Company’s initial public offering on August 2, 2024.

Related Party Accounting Fees

The Company has a bill in

accounts payable of $ 9,172 for the period ended March 31, 2025 and $ 26,765 for the period ended December 31, 2024 to Shore Accountants

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

NOTE 4 — CONVERTIBLE DEBT

Convertible Debt

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

September 30,

The Company’s convertible

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

2025 December 31,

8 unchanged sentences

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

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

Therapies Incorporated

The above convertible notes

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

OS Therapies Incorporated

Notes to the Financial Statements

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.

For the Three Months Ended March 31, 2025 and 2025

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 on October 24, 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 – 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

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,

As a result, the Notes were recorded at the

amortized cost.

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 convertible debt balance

on March 31, 2025 and March 31, 2024 is summarized as follows:

Principal amount outstanding

4 unchanged sentences

Convertible Notes – A

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.

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT

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).

The stated Maturity

Date was extended on October 24, 2023, under the same terms, until October 31, 2024.

The Notes will automatically

6 unchanged sentences

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 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,

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 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.

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 convertible debt balance

at March 31, 2025 and March 31, 2024 is summarized as follows:

Principal amount outstanding

3 unchanged sentences

Carrying value

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

OS Therapies Incorporated

Notes to the Financial Statements

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,

For the Three Months Ended March 31, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT

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 on October 24, 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.

Securities refers to the 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.

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

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.

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 convertible debt balance

on March 31, 2025 and March 31, 2024 is summarized as follows:

Principal amount outstanding

3 unchanged sentences

Carrying value

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

OS Therapies Incorporated

Notes to the Financial Statements

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,

For the Three Months Ended March 31, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT

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 on October 24, 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.

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 125,000 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 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.

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.

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT

The convertible debt balance

at March 31, 2025 and March 31, 2024 is summarized as follows:

Principal amount outstanding

3 unchanged sentences

Carrying value

in February 2023, 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.

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

Commencing in February 2023,

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 on October 24, 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.

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 E Convertible Notes, the Company agreed to issue an

additional 68,750 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.

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 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.

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.

OS Therapies Incorporated

Notes to the Financial Statements

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,

For the Three Months Ended March 31, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT (cont.)

The convertible debt balance

at March 31, 2025 and March 31, 2024 is summarized as follows:

Principal amount outstanding

4 unchanged sentences

Convertible Notes – E

in June 2023, 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.

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.

Commencing in June 2023, 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 on October 24, 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.

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 F Convertible Notes, the Company agreed to issue an

additional 214,594 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.

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

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

As a result, the Notes were recorded at the

amortized cost.

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.

OS Therapies Incorporated

Notes to the Financial Statements

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,

For the Three Months Ended March 31, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT (cont.)

The convertible debt balance

at March 31, 2025 and March 31, 2024 is summarized as follows:

Principal amount outstanding

discounts (issuance, redemptions, warrants)

( 1,391,750 )

Amortization of discounts

Carrying value

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

New Embedded Redemption Value – Group B

New Embedded Redemption Value – Group C

New Embedded Redemption Value – Group D

New Embedded Redemption Value – Group E

New Embedded Redemption Value – Group F

Ending Balance

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.

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 did not enter into a priced equity round through March 31, 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 $ 0 for the three months ended March

31, 2025 and the year ended December 31, 2024.

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.

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

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.

September 30,

Debt Issuance

Total Net Debt Issuance

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.

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.

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 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.

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.

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT (cont.)

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.

Noble Capital and the Company

settled on 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.

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 was awarded the balance of Mr.

shares upon the successful initial public offering.

Therapies Incorporated

Notes to the Financial Statements

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.

Musso’s shares upon the

successful initial public offering.

The 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 August 1, 2024

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

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

TOTAL 32,500 $ 130,000

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 .

32,500 $ 130,000

The Company issued all of

the make-whole shares due to the director and officers in October 2024 and, therefore, the current balance due for each of the periods

ended March 31, 2025 and December 31,2024 was $ 0 .

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT

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 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 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 total warrants earned

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

No warrants were earned from 2023 to December 31, 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 three months ended March 31, 2025 was $ 0 and in the three months ended March

31, 2024 was $ 49,840 .

The total unamortized discount of those warrants was $ 0 and $ 0 as of March 31, 2025 and December 31, 2024, respectively.

Warrant holders from Noble

Capital exercised their warrants in cashless exercise for an aggregate of 116,313 shares of common stock out of the aggregate 621,691

shares underlying warrants held by such holders in September 2024 and exercised their remaining warrants in a reduced cashless transaction

for an aggregate of 294,977 shares of common stock in December 2024,.

Warrants for Underwriter and Placement Agent — Brookline

Capital Markets

On 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 180 days after July 31, 2024,

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

On December 31, 2024, the

Company entered into the Purchase Agreement and, in connection therewith, Brookline earned warrants exercisable into an aggregate of 39,918

shares at an initial exercise price of $ 4.40 per share, subject to adjustment as set forth therein.

The warrants are exercisable by the

holder for a period of five years from the date stockholder approval for the issuances contemplated by the Purchase Agreement is obtained.

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

Therapies Incorporated

Notes to the Financial Statements

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.

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.

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;

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.

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

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

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 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.

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.

a month-to-month basis, a virtual office at JLabs in New York, New York (owned by Johnson & Johnson).

The current rent

for Johnson and Johnson is $ 787.50 per month, with rent expense for the three months ended March 31, 2025 and 2024 of $ 3,150 and $ 1,000 ,

respectively.

License Obligation and Manufacturing Agreements

Advaxis (now Ayala)

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.

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

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

milestone events and financial terms are as follows:

For the three months ended

March 31, 2025 and for the year ended December 31, 2024, no payments were made.

A $ 150,000 deposit was made to Ayala Pharmaceuticals,

(formerly Advaxis, Inc) in anticipation of buying out the current licensing agreement in April 2025.

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

NOTE 6 — COMMITMENTS AND CONTINGENCIES

The milestone events and financial

terms are as follows:

Milestone Amount

OST has secured funding of at least Two Million Three Hundred Thirty-Seven Thousand Five Hundred US Dollars ($2,337,500), in the aggregate (The Funding Milestone) (paid) License

OST has secured funding of at least Two Million Three Hundred Thirty-Seven Thousand Five Hundred US Dollars ($2,337,500), in the aggregate (The Funding Milestone) (paid) License Commencement Payment $ 1,550,000

The earlier to occur of:

5 unchanged sentences

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

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.

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.

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

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:

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.

No royalties were payable in the three

months ended March 31, 2025 and for the year ended December 31, 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.

No payments were due or made in 2024 or the three months ended March 31, 2025.

The Company is studying the drug

and is pursuing science that will lead to a toxicology study;

however, the work is in its early stages.

A payment schedule for future

milestones is summarized below.

Milestone Bearing Event Milestone

License Fee to utilize proprietary technology (paid) $ 300,000 + $ 2.4 million

Convertible Note

License Fee to utilize proprietary technology (paid) $ 300,000 + $ 2.4 million Convertible Note

Commencement of a toxicology study commented pursuant to Good Laboratory Practices (per 21 CFR Part 58) such that any resulting positive data would be admissible to applicable Regulatory Authorities to support an IND (commonly referred to as “GLP-Tox”) $ 375,000

2 unchanged sentences

Filing of an NDA, BLA or MAA registration (or the equivalent in any other territory around the world) $ 6,000,000

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

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.

Therapies Incorporated

Regulatory Approval in the first of the United States, within the

EU or within the UK $ 12,000,000

OS 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

services for the Company’s study:

“ An Open Label, Phase 2 Study of Maintenance Therapy with OST-HER2 after Resection

of Recurrent Osteosarcoma ”.

Under the terms of the agreement, the Company is required to pay to George Clinical certain fees

described in the fee schedule below.

For the Three Months Ended March 31, 2025 and 2024

NOTE 6 — COMMITMENTS AND CONTINGENCIES

The Company will make the

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

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 3 %.

were due in the three months ended March 31, 2025 and for the year ended December 31, 2024.

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 .

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

George Clinical Inc.

In June 2020, the Company

entered into a Research Service Agreement, as amended, with George Clinical Inc., to use their clinical research services for the Company’s

“ An Open Label, Phase 2 Study of Maintenance Therapy with OST-HER2 after Resection of Recurrent Osteosarcoma ”.

Under the terms of the agreement, the Company is required to pay to George Clinical certain fees described in the fee schedule below.

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

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.

These payments have

been recorded as research and development expenses in our Statement of Operations and Comprehensive Loss.

The fee schedule for certain

fees and corresponding payment amounts is set forth below.

For the three months ended March 31, 2025 and 2024, the total research

and development expenses recorded in the statement of operations was $ 0 and $ 86,687 , respectively.

The fee schedule for certain fees

and corresponding payment amounts is set forth below.

George Clinical Payment Schedule Payment

5 unchanged sentences

Service Fees – Remainder Due Split monthly

over course of study

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.

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.

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

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 .

Therapies Incorporated

As of March 31, 2025, the balance

due to George Clinical was $ 148,587 .

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.

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.

The Company is currently in arbitration

for a claim brought by its former investment advisor.

The claim is for underwriter compensation for the Company’s initial public

offering in August 2025.

The Company believes the claim is meritless as it awaits a formal meeting.

OS 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.

For the Three Months Ended March 31, 2025 and 2024

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 March 31, 2025 and December 31, 2024, the Company had

21,347,315 and 20,869,908 shares of common stock outstanding, respectively.

Common stock has voting rights .

On 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 share.

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 applying share discounts ranging from 50 % to 87.5 % and valuation ceilings ranging from $ 5 million to $ 50 million,

as applicable.

During the three months ended

March 31, 2025, the Company issued (i) 157,407 shares of common stock in connection with its equity line of credit, (ii) 300,000 shares

of common stock to a scientific and technical advisor in exchange for scientific and technical services, which will be amortized over

a 12-month period with the remaining balance in prepaid expenses, and (iii) 20,000 shares of common stock to an advisor in exchange for

Preferred Stock

In 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 shares of the Company’s

common stock.

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

3 unchanged sentences

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

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:

The dividend due for the three

months ended March 31, 2025 and for the year ended December 31, 2024 was $ 0 and $ 31,250 , respectively, for a total accrued dividend

payable at March 31, 2025 of $ 375,000

The 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

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.

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

NOTE 7 — EQUITY (cont.)

Stock Options

The following is the common

stock options issued to employees and consultants for services during the three months ended March 31, 2025, of which there were none:

Common Stock Options

Shares Weighted

Price Weighted

Years Intrinsic

Outstanding at January 1, 2025 2,866,750 $ 1.86 4.92 -

Outstanding at March 31, 2025 2,866,750 $ 1.86 4.67 -

Exercisable at March 31, 2025 -

Volatility (based on peer companies) 106 %

Risk Free Interest Rate 4.09

Dividends None

Estimated Life in years 2.95

During the three months

ended March 31, 2025 and 2024, the Company recognized share-based compensation expense of $ 941,283 and $0 , respectively, related to common

stock options.

The Company expects to recognize additional compensation expense of $ 2,302,843 in 2025 related to these common stock options

assuming all awards will vest.

NOTE 8 — REDEEMABLE PREFERRED

STOCK, MEZZAININE EQUITY AND WARRANT LIABILITY

Securities Purchase Agreement

On December 24, 2024, the

Company entered into the Purchase Agreement with various institutional and accredited investors.

The Company completed the initial closing

on December 31, 2024 and sold an aggregate of 1,512,500 immediately separable units (the “Units”), each Unit consisting of

(i) one share of the Company’s Series A Preferred Stock, and (ii) a Warrant to purchase one share of common stock, at a price per

Unit of $ 4.00 .

The Warrant has an exercise price of $ 4.40 per share, subject to adjustment therein, and a term of five years from the

date stockholder approval of the common stock issuances contemplated by the Purchase Agreement is obtained.

The gross proceeds from the

initial closing to the Company, before deducting transaction fees and other estimated expenses, was $ 6,050,000 .

On January 14, 2025 the

Company sold and issued an additional 263,250 Units.

The gross proceeds from the second closing to the Company, before deducting transaction

fees and other estimated expenses, was $ 1,053,000 .

on the terms of the Series A Preferred Stock and the Company’s Certificate of Designation, and in accordance with ASC 480, the Series

A Preferred Stock is accounted for as mezzanine equity due to the redemption feature upon a deemed liquidation event:

or consolidation, or (ii) the sale, lease, transfer or other disposition of substantially all the assets of the Company.

$ 1,971,975 of

the initial cash proceeds of $ 6,050,000 were allocated to the Warrants and $ 4,078,025 of the residual proceeds were allocated to the Series

A Preferred Stock.

$ 330,781 of the additional cash proceeds of $ 1,053,000 were allocated to the Warrants and $ 722,219 of the residual

proceeds were allocated to the Series A Preferred Stock from the January 14, 2025 settlement, with all the same terms as the first settlement

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

NOTE 8 — REDEEMABLE PREFERRED

STOCK, MEZZAININE EQUITY AND WARRANT LIABILITY (cont.)

on the terms of the Warrants and in accordance with ASC 815, the Warrants are accounted for as a liability due to the variable exercise

price subject to adjustment.

Currently, there is not an observable market for this type of derivative.

Due to the lack of relevant and

market reflective Level 1 and Level 2 inputs, the Company valued the Warrant liability using Level 3 inputs, which require significant

judgment and estimates on behalf of management in developing model assumptions.

The Company determined the value of the Warrant liability

using a Binomial Simulation, which takes into consideration the fair market value of the Company’s stock, the variable nature of

the exercise price, the estimated exercise period, the volatility of its common stock, and the risk-free interest rate.

following assumptions were made as of December 31, 2024 in the model:

(1) a variable exercise price with a floor of $ 4.40 per share, (2)

current common stock price of $ 4.28 per share December 31, 2024, (3) discount rate of 4.38 %, and (4) expected stock price volatility of

As of December 31, 2024, the carrying value of the Warrant liability in aggregate was $ 1,971,975 on December 31, 2024.

The following

assumptions were made as of January 14, 2025 in the model:

(1) a variable exercise price with a floor of $ 4.40 per share, (2) current

common stock price of $ 4.16 per share on January 14, 2025, (3) discount rate of 4.59 %, and (4) expected stock price volatility of 25.77 %.

As of January 14, the carrying value of the 263,250 issued warrants was $ 330,781 .

following assumptions were made as of March 31, 2025 in the model for the aggregate warrants:

(1) a variable exercise price with a floor

of $ 1.12 per share, (2) current common stock price of $ 1.54 per share on March 31, 2025, (3) discount rate of 3.96 %, and (4) expected

stock price volatility of 23.11 %.

of March 31, 2025, the carrying value of the Warrant liability in aggregate was $ 1,180,195 .

As of March 31, 2025, the Company recorded

a gain on the change in fair value of the Warrant Liability in the amount of $ 1,122,561 .

As of December 31, 2024 the carrying value of

the Warrant liability in aggregate was $ 1,971,975 .

The Series A Preferred Stock

and Warrants were issued in a basket transaction.

When two or more instruments are issued in a basket transaction and some instruments

will be remeasured at fair value, the proceeds are first allocated to the instruments recorded at their fair value.

Next, the residual

method is used to allocate the proceeds to the instrument(s) that are not remeasured at fair value.

In this case, the Warrant is subsequently

measured at fair value, and the Series A Preferred Stock instrument is measured at initial carrying value.

The Company will first allocate

the proceeds to the Warrant liability, with the residual allocated to the Series A Preferred Stock liability.

Because the Series A Preferred

Stock is classified as a mezzanine equity, The following tables reflects the allocation of the cash proceeds and changes in Warrant Liability

in the consolidated statement of operations as of and for the period from December 31, 2024 to March 31, 2025.

Cash proceeds

Fair value of Warrant liability

( 2,302,756 )

Residual value allocated to Series A Preferred Stock

( 4,800,244 )

Unallocated cash proceeds

Warrant Liability as of December 31,2024

Additional Warrant Liability on January 14,2025

Gain on the change in fair value of Warrant Liability

( 1,122,561 )

Warrant Liability as of March 31,2025

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

NOTE 9 — SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates as one operating

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who reviews financial

information presented on a consolidated basis.

The CODM uses consolidated operating margin and net income to assess financial performance

and allocate resources.

These financial metrics are used by the CODM to make key operating decisions, such as the determination of the

rate at which the Company seeks to grow global operating margin and the allocation of budget between cost of revenues, sales and marketing,

technology and development, and general and administrative expenses.

The following table presents

selected financial information with respect to the Company’s single operating segment for the three months ended March 31,

2025 and 2024:

OPERATING EXPENSES

Research & Development

General & Administrative

Loss from Operations

( 4,999,486 )

OTHER INCOME/EXPENSE

Interest Income

Interest Expense

Change in Fair Value of Warrant Liability

TOTAL OTHER INCOME/EXPENSE

$ ( 3,876,859 )

$ ( 1,458,992 )

NOTE 10 — SUBSEQUENT EVENTS

Advaxis/Ayala Royalty Agreement

– On April 9, 2025, pursuant to the terms of an Asset Purchase Agreement,

dated as of January 28, 2025 (the “HER2 Purchase Agreement”), between the Company and Ayala, the Company completed the previously

announced acquisition of the Lm -based immune-oncology programs and related intellectual property assets (the “HER2 Assets”)

The HER2 Assets include, among other things, two investigational new drug (IND) filings with the FDA:

(i) ADXS-503 for non-small

cell lung cancer;

and (ii) ADXS-504 for prostate cancer.

Series A Conversions

– From April 1, 2025 through the date of this filing, 982,500 shares of Series A Preferred Stock have been converted for 982,500

shares of common stock.

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

NOTE 10 — SUBSEQUENT

EVENTS (cont.)

In consideration for the purchase

of the HER2 Assets, the Company agreed to assume certain specified liabilities and to pay an aggregate purchase price of $ 8,000,000 , which

was paid as follows:

(i) $ 400,000 to Ayala ($ 150,000 of which was transferred upon signing of the HER2 Purchase Agreement and the remainder

on the closing date);

(ii) $ 100,000 to a third party on behalf of Ayala on the closing date;

and (iii) $ 7,500,000 worth of shares of common

stock, or 4,774,637 shares based on the volume-weighted average price of the Company’s common stock over the 30 trading days immediately

preceding the closing date (the “Ayala Consideration Shares”).

Because the issuance of the

Ayala Consideration Shares would require the Company to issue more than 19.99 % of its outstanding common stock immediately prior to such

issuance (the “NYSE Ownership Limitation”), the Company issued to Ayala (i) 2,164,215 shares of common stock (the “Ayala

Initial Shares”), and (ii) a warrant to purchase 2,166,381 shares of common stock (the “Ayala Warrant” and the shares

of common stock issuable thereunder, the “Ayala Warrant Shares”).

Once the Company obtains stockholder approval in accordance

with NYSE American LLC Company Guide Section 713 (the “Ayala Stockholder Approval”), it will subsequently issue to Ayala the

remaining 444,041 shares of common stock (the “Ayala Additional Consideration Shares”), except that, if at that time, the

number of shares of common stock beneficially owned by Ayala would exceed 9.99 % of the number of shares of the Company’s common

stock then outstanding, Ayala has the right to require the Company to issue, in lieu of such shares, a warrant to purchase 444,041 on

substantially the same terms of the Ayala Warrant.

In connection with the issuance

of the Ayala Consideration Shares (including the Ayala Warrant Shares and the Ayala Additional Consideration Shares), the Company entered

into a registration rights agreement with Ayala, requiring the Company to file one or more registration statements, as necessary, to register

under the Securities Act the resale of such shares no later than 75 days after the closing of the transaction.

The shares offered for

resale under this registration statement include Ayala Consideration Shares.

Ayala entered into a lock-up

agreement, pursuant to which, and subject to the terms and conditions set forth therein, Ayala has agreed not to trade or transfer, subject

to certain customary exceptions, any of the Ayala Consideration Shares (including the Ayala Warrant Shares) for a period of 180 days following

the closing of the transaction.

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