What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2025-05-15 compared with 2024-11-15 · 42 added, 45 removed, 14 unchanged (86% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds.

Sales of Equity Securities by the Issuer

On October 31, 2024,

we entered into the Equity Purchase Agreement with the Investor, pursuant to which we will have the right, but not the obligation, to

sell to the Investor, and the Investor will have the obligation to purchase from us, up to the Maximum Commitment Amount worth of shares

of our common stock, at our sole discretion, over the next 24 months, subject to certain conditions precedent and other limitations set

forth in the Equity Purchase Agreement.

Concurrently with the execution of the Equity Purchase Agreement, we also agreed to issue to

the Investor, as part of the consideration, shares of the Company’s common stock worth a total of 3% of the Maximum Commitment

Amount (the “Initial Commitment Shares”).

The ultimate calculation of the per share price of the Initial Commitment Shares

will occur on the date immediately prior to a registration statement on Form S-1 covering the resale of the shares to be issued pursuant

to the Equity Purchase Agreement.

The shares of common stock

are being offered and sold by us to the Investor pursuant to the Equity Purchase Agreement in reliance upon an exemption from the registration

requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D promulgated

Unregistered Sales of Equity Securities

and Use of Proceeds.

Unregistered Sales of Equity Securities

by the Issuer

the three months ended March 31, 2025, we issued 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

20,000 shares of common stock to an advisor in exchange for services.

The shares of common stock were issued in

reliance upon an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.

Use of Proceeds

On July 31, 2024, our registration

5 unchanged sentences

us of approximately $6.0 million, after deducting underwriting discounts and commissions of approximately $0.4 million.

As of November

14, 2024, we estimate that we have used approximately $5.5 million of the proceeds from our initial public offering for general corporate

purposes, including to advance the development of OST-HER2 and OST-tADC.

There has been no material change in the planned use of proceeds

from that described in the final prospectus for our initial public offering filed with the SEC pursuant to Rule 424(b)(4) under the Securities

following exhibits are filed with this Quarterly Report on Form 10-Q:

Equity Purchase Agreement, dated as of October 31, 2024, between OS Therapies Incorporated and Square Gate Capital Master Fund, LLC-Series 3 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 1, 2024).+

Registration Rights Agreement, dated October 31, 2024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on November 1, 2024).+

As of May 13,

2025, we have used all of the proceeds from our initial public offering for general corporate purposes, including to advance the development

of OST-HER2 and OST-tADC.

There has been no material change in the planned use of proceeds from that described in the final prospectus

for our initial public offering filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act.

The following exhibits are

filed with this Quarterly Report on Form 10-Q:

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on January 29, 2025).

Amendment No.

1 to Securities Purchase Agreement and Amendment to Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 14, 2025).

Asset Purchase Agreement, dated as of January 28, 2025, between OS Therapies Incorporated and Ayala Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 29, 2025).

Form of Registration Rights Agreement between OS Therapies Incorporated and Ayala Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 29, 2025).

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

§ 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted

in Inline XBRL:

(i) Balance Sheets as of September 30, 2024 and December 31, 2023 (unaudited);

(ii) Statements of Operations for

the three and nine months ended September 30, 2024 and 2023 (unaudited);

(iii) Statements of Stockholders’ Deficit for the

three and nine months ended September 30, 2024 and 2023 (unaudited);

(iv) Statements of Cash Flows for the nine months ended September

30, 2024 and 2023 (unaudited);

The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in Inline XBRL:

(i) Balance Sheets as of March 31, 2025 and December 31, 2024 (unaudited);

(ii) Statements of Operations for the three months ended March 31, 2025 and 2024 (unaudited);

(iii) Statements of Stockholders’ Deficit for the three months ended March 31, 2025 and 2024 (unaudited);

(iv) Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited);

and (v) Notes to the Financial Statements (unaudited).

cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL

(included as Exhibit 101).

exhibits and/or schedules to this exhibit have been omitted pursuant to Item 601(a)(5) or Item 601(b)(10)(iv), as applicable, of Regulation

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in Inline XBRL (included as Exhibit 101).

Furnished herewith.

Certain exhibits and/or schedules to this exhibit have been omitted pursuant to Item 601(a)(5) or Item 601(b)(10)(iv), as applicable, of Regulation S-K.

The Company agrees to furnish supplemental copies of all omitted exhibits to the SEC upon its request.

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

THERAPIES INCORPORATED

November 15, 2024

Executive Officer

Executive Officer)

November 15, 2024

Pursuant to the requirements

of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto

duly authorized.

OS THERAPIES INCORPORATED

/s/ Paul Romness

Chief Executive Officer

(Principal Executive Officer)

/s/ Christopher Acevedo

Christopher Acevedo

Financial Officer

Financial and Accounting Officer)

Chief Financial Officer

(Principal Financial and Accounting Officer)

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 2. Unregistered Sales of Equity Securities