OS Therapies Inc 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Unregistered Sales of Equity Securities by the Issuer During 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 statement on Form S-1 (File No. 333-276350) was declared effective by the SEC for our initial public offering, which was underwritten by Brookline Capital Markets. At the closing of our initial public offering on August 2, 2024, we sold 1,600,000 shares of common stock at an initial public offering price of $4.00 per share and received gross proceeds of $6.4 million, which resulted in net proceeds to us of approximately $6.0 million, after deducting underwriting discounts and commissions of approximately $0.4 million. As of 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. 45 Item 6. Exhibits. The following exhibits are filed with this Quarterly Report on Form 10-Q: Exhibit No. Description 4.1 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). 10.1 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). 10.2+ 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). 10.3 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). 31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. § 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended 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). 104 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. 46 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OS THERAPIES INCORPORATED Date: May 15, 2025 By: /s/ Paul Romness Paul Romness Chief Executive Officer (Principal Executive Officer) Date: May 15, 2025 By: /s/ Christopher Acevedo Christopher Acevedo Chief Financial Officer (Principal Financial and Accounting Officer) 47