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Item 1. Financial Statements

2025-08-18 compared with 2025-05-15 · 436 added, 394 removed, 1009 unchanged (45% of the section changed)

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Current Assets

Related Party Advance

Prepaid Expenses

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Fixed Assets (Net)

Patent Deposit

Patents (Net)

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT

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Accrued Payroll and Payroll Taxes – Related Party

Accrued Payroll and Payroll Taxes

Preferred Dividends Payable

Warrant Liability (Net of Discount)

Warrant Liability

Total Current Liabilities

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Total Mezzanine Equity

STOCKHOLDERS’ DEFICIT

STOCKHOLDERS’ EQUITY (DEFICIT)

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

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( 38,432,375 )

Total Stockholders’ Deficit

( 4,186,578 )

Total Stockholders’ Equity (Deficit)

( 3,266,538 )

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)

The accompanying notes are an integral part

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Statements of Operations

For the three months ended

For the six months ended

OPERATING EXPENSES

3 unchanged sentences

( 4,838,728 )

( 9,838,214 )

( 1,410,032 )

OTHER INCOME/EXPENSE

1 unchanged sentence

Interest Expense

( 1,606,441 )

Change in Fair Value of Warrant Liability

2 unchanged sentences

( 4,536,622 )

( 1,557,480 )

( 8,413,481 )

( 3,016,472 )

Cumulative Series A Preferred Stock Dividend Requirement

2 unchanged sentences

$ ( 1,557,480 )

$ ( 8,413,481 )

$ ( 3,047,722 )

Weighted Average # of Shares

3 unchanged sentences

OS Therapies Incorporated

Statements of Stockholders’ Deficit

For the Three Months Ended March 31, 2025 and

Statements of Stockholders’ Equity (Deficit)

For the Three and Six Months Ended June 30,

2025 and 2024

Preferred Stock

Stockholders’

Equity (Deficit)

Balances, December 31, 2023

$ ( 29,518,187 )

$ ( 24,016,215 )

Conversion of Preferred Stock to Common Stock

( 1,302,082 )

Preferred Dividends

( 1,458,992 )

Balances, March 31, 2024

$ ( 31,008,429 )

$ ( 25,506,457 )

Balances, December 31, 2024 (As Revised)

$ ( 38,432,375 )

$ ( 3,266,537 )

Balances, June 30, 2024

Balances, December 31, 2024

Commitment shares issued for Equity Line of Credit

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Stock-based compensation

( 3,876,859 )

Balances, March 31, 2025

$ ( 42,309,234 )

$ ( 4,186,578 )

Conversion of Preferred Shares Mezzanine Equity to Common Stock

Issuance Common Stock for Patent Purchase

Conversion of Warrants to Common Stock

Common Stock Shares issued for Services

APIC Warrants Liability Reclass Preferred Stock

Pending Issuance of Common Stock to Ayala #444,041

APIC Warrants Patent License

Stock-based compensation

Balances, June 30, 2025

The accompanying notes are an integral part

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Statements of Cash Flows

For the Three Months Ended March 31, 2025 and

For the Six Months Ended June 30, 2025 and 2024

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

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

Depreciation expense

Change in Fair Value of Warrant Liability

Depreciation and Amortization expense

Amortization of Warrants

Change in value of Warrant Liabilities

( 1,424,603 )

Shares issued for services

Stock Based Compensation

Commitment Shares issued for Equity Line of Credit

Changes in operating assets and liabilities:

Common Shares issuance for services

Stock-based Compensation

Change in operating assets and liabilities:

Employee Advances

Prepaid Expense

Accounts Payable

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( 5,802,138 )

( 1,522,920 )

CASH FLOWS FROM INVESTING ACTIVITIES

Shareholder Loan Repayment

Patent Deposit

Net cash provided by investing activities

Patent License Acquisition

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Deferred Offering Costs

Short Term Loan Repayments

Sale of Preferred Stock & Warrants

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

Short-Term Loan

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

Sale of Preferred Stock and related Warrants

Common Stock Issuance Warrant Conversions

Net cash provided by financing activities

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NON CASH INVESTING AND FINANCING ACTIVITIES

Mezzanine Equity Conversion (Net of Costs)

Shares issued for prepaid services

Common Stock issued for Patent Purchase

Reclassification of Warrant Liability to Equity

Discount on Notes Payable – redemption premium

Dividends Payable

Shares Issued for Prepaid Services

Deferred offering costs recorded as accounts payable

Conversion of preferred stock to common stock

The accompanying notes are an integral part

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Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 1 — ORGANIZATION AND DESCRIPTION

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

As of March 31, 2025,

As of June 30, 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

OS Animal Health Corp

The Company formed OS Animal Health Corp, a Delaware corporation and

wholly owned subsidiary of the Company, on June 25, 2025.

The entity is a shell at present and has no assets or liabilities.

three months ended June 30, 2025, the Company entered into a license agreement with this subsidiary, pursuant to which the Company licensed

to this subsidiary the rights to use the HER2 Assets (as defined below).

The Company has prepared its

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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

As of June 30, 2025, the Company

had cash of $ 2,802,013 .

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;

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

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Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING

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relationships.

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

As of June 30, 2025 and December 31, 2024, Chase Bank checking account had $ 2,056,885 and $ 5,216,354 , respectively, and

the Chase Bank savings account had $ 20,150 and $ 20,000 , respectively.

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

As of June 30, 2025 and December 31, 2024, SVB Bank checking account

had $ 728,988 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.

The Chase Bank and SVB

Bank checking accounts were in excess of the FDIC limits for June 30, 2025.

Redeemable Preferred Stock and Mezzanine

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(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”),

The initial cash proceeds of $ 6,050,000 were allocated to the warrants to purchase shares of common stock (the “Series A 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.

the Series A 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 Three Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

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Computer assets will be capitalized and Straight-Line depreciated over five years for financial statement

Patent Amortization

In connection with the HER2 Purchase Agreement (as defined below),

the Company acquired the HER2 Assets (as defined below) from Ayala (as defined below), including the assignment by Ayala of a license

agreement with the Trustees of the University of Pennsylvania, on April 9, 2025.

The amortization expense is derived quarterly, based

on the legal life of such assets on a straight-line basis.

The three-month amortization expense for the period ended June 30, 2025 was

Patent & License Acquisition

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 Pharmaceuticals, Inc.

(formerly Advaxis, Inc.) (“Ayala”), the Company completed the acquisition of the Lm -based

immune-oncology programs and related intellectual property assets (the “HER2 Assets”) from Ayala, including the assignment

by Ayala of a license agreement with the Trustees of the University of Pennsylvania.

The purchase of the HER2 Assets is considered an

asset acquisition under ASC 805.

In connection 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 , with

a fair value of $ 6,864,438 , consisting of (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 of $ 1.5708 .

The closing stock price

on the April 9, 2025 closing date was $ 1.34 , resulting in a corresponding reduction in the acquisition value.

The fair value of the purchase

consideration is as follows:

Legal fees paid on behalf of Ayala

Company common stock ( 4,774,637 shares at $ 1.34 per share)

Total Fair Value of Consideration Transfer for the Patent & License Acquisition.

The group of patents and

the licensing is primarily focused on a set of patents for “Compositions and Methods for Evaluating Potency of Listeria-Based

Immunotherapeutics,” which is the primary patent the Company utilizes in its treatments.

This group of patents has an

effective filing date on April 19, 2019.

Based on such date, the group has an estimated remaining useful life of 14 years, with

amortization expense of $ 111,819 and $ 0 , respectively, for the six months ended June 30, 2025 and 2024.

As of June 30, 2025, estimated

amortization expenses related to the Company’s intangible assets for the years 2025 through 2039 and thereafter are as follows:

2030 and thereafter

OS Therapies Incorporated

Notes to the Financial Statements

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Impairment of Long-Lived Assets

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from the assets or asset groups.

No impairment losses on long-lived assets have been recorded for the periods ended March 31, 2025

No impairment losses on long-lived assets have been recorded for the periods ended June 30, 2025

and December 31, 2024.

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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.

As of June 30, 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

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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

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

OS Therapies Incorporated

Notes to the Financial Statements

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING

POLICIES (cont.)

The Company accounts for income

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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.

As of June 30, 2025 and December 31, 2024, the Company had no unrecognized

uncertain income tax positions.

Basic and Diluted Loss per Share

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Common Stock Equivalents

Convertible Debt

Make-Whole Liability

Preferred Stock

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 .

Series A Convertible Preferred Stock

Underwriter/Placement Agent Warrants

Inducement New Warrants

Series A Warrants

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING

POLICIES (cont.)

Stockholder approval was obtained on April 9, 2025 for the issuance

of the shares of common stock underlying the Company’s Series A Preferred Stock, which are being treated as Mezzanine Equity, and

the Series A Warrants.

The conversion price and exercise price, as applicable, of the Company’s Series A Preferred Stock and the

Series A Warrants was automatically reset to $ 1.12 per share based on the volume weight average price of the Company’s common stock

for the 10 trading days immediately preceding April 9, 2025, creating a conversion multiplier of 3.571429 of common shares to preferred

The number of non-converted shares of Series A Preferred Stock outstanding as of June 30, 2025 was 666,250 shares, with a 3.571429

conversion multiplier that equates to 2,379,465 shares of common stock.

112,000 shares of common stock underlying underwriter warrants issued

in connection with our initial public offering were outstanding as of June 30, 2025.

207,711 shares of common stock underlying warrants

issued to the placement agents in connection with our PIPE financing in December 2024 and January 2025 were outstanding as of June 30,

2025, totaling 319,711 shares of common stock underlying underwriter/placement agent warrants.

Warrant holders who converted their existing warrants during the Company’s

warrant exercise and inducement offering held open during the period from June 23 to July 10, 2025 received a new warrant at an exercise

price of $ 3.00 per share.

As of June 30, 2025, existing warrants to purchase an aggregate of 1,931,165 shares of common stock were exercised

in exchange for new warrants to purchase an aggregate of 1,931,165 shares of common stock.

4,591,640 shares of common stock underlying the Series A Warrants were

outstanding as of June 30, 2025.

Fair Value Measurements

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

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).

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 June 30, 2025 and December 31, 2024, the carrying value of the warrant

liability in the aggregate was $ 0 and $ 1,971,975 , respectively (See Note 8).

The valuation hierarchy is

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Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 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.

The 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

The 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 model.

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

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Accrued Payroll

On March 31, 2025 and December

On June 30, 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 $ 0 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

During the period ended June 30, 2025 and December 31, 2024, the Company made advances on the payroll payable, and the CEO

made repayments.

The following summarizes activity

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Repayments 2025

Balance March 31, 2025

Balance June 30, 2025

OS Therapies Incorporated

Notes to the Financial Statements

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 3 — RELATED PARTY TRANSACTIONS

In the second and third quarters

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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.

Romness on June 30, 2025 of $ 0 .

All related party payroll

advances shown as employee advances for Mr.

Romness in the six months ended June 30, 2025 have been repaid in 2025.

Related party payroll

advances for Mr.

Romness had a balance of $ 11,565 in the six months ended June 30, 2024.

All advances in the six months ended June 30,

2024 were repaid in full as of December 31, 2024.

Related Parties — Convertible

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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.

June 30, 2025 and December 31, 2024, respectively.

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

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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.

accounts payable of $ 19,365 for the period ended June 30, 2025 and $ 26,765 for the period ended December 31, 2024 to Shore Accountants

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

NOTE 4 — CONVERTIBLE DEBT

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Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2025

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT

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The convertible debt balance

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

on June 30, 2025 and June 30, 2024 is summarized as follows:

Principal amount outstanding

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Convertible Notes – A

The balance as of December

31, 2024 was $ 0 , as the notes converted into shares of common stock in connection with the closing of the Company’s initial public

offering on August 2, 2024.

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT

40 unchanged sentences

The convertible debt balance

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

at June 30, 2025 and June 30, 2024 is summarized as follows:

Principal amount outstanding

3 unchanged sentences

Carrying value

The balance as of December 31, 2024 was $ 0 , as the notes converted

into shares of common stock in connection with the closing of the Company’s initial public offering on August 2, 2024.

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT

40 unchanged sentences

The convertible debt balance

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

on June 30, 2025 and June 30, 2024 is summarized as follows:

Principal amount outstanding

3 unchanged sentences

Carrying value

The balance as of December

31, 2024 was $ 0 , as the notes converted into shares of common stock in connection with the closing of the Company’s initial public

offering on August 2, 2024.

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT

44 unchanged sentences

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT

The convertible debt balance

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

at June 30, 2025 and June 30, 2024 is summarized as follows:

Principal amount outstanding

3 unchanged sentences

Carrying value

The balance as of December

31, 2024 was $ 0 , as the notes converted into shares of common stock in connection with the closing of the Company’s initial public

offering on August 2, 2024.

Commencing in February 2023,

43 unchanged sentences

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT (cont.)

The convertible debt balance

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

at June 30, 2025 and June 30, 2024 is summarized as follows:

Principal amount outstanding

4 unchanged sentences

Convertible Notes – E

The balance as of December 31, 2024 was $ 0 , as the notes converted

into shares of common stock in connection with the closing of the Company’s initial public offering on August 2, 2024.

Commencing in June 2023, the

43 unchanged sentences

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT (cont.)

The convertible debt balance

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

at June 30, 2025 and June 30, 2024 is summarized as follows:

Principal amount outstanding

3 unchanged sentences

Carrying value

The balance as of December

31, 2024 was $ 0 , as the notes converted into shares of common stock in connection with the closing of the Company’s initial public

offering on August 2, 2024.

Redemption Liability

3 unchanged sentences

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.

or conversion outcomes over time, since the Company did not enter into a priced equity round through June 30, 2024.

The fair value of

7 unchanged sentences

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

The new embedded redemption values were $ 0 for the six months ended June 30,

2025 and the year ended December 31, 2024.

25 unchanged sentences

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT (cont.)

11 unchanged sentences

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 .

issued to Joacim Borg, a former director with a value of $ 80,000 .

On March 1, 2023, the

11 unchanged sentences

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

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

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

32,500 $ 130,000

1 unchanged sentence

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 .

ended June 30, 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

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT

11 unchanged sentences

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.

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 debt.

The Debt Discount Accretion

expense in warrants in the six months ended June 30, 2025 was $ 0 and in the six months ended June 30, 2024 was $ 49,840 .

The total unamortized

discount of those warrants was $ 0 and $ 0 as of June 30, 2025 and December 31, 2024, respectively.

Warrant holders from Noble

2 unchanged sentences

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

Warrants for Underwriter and Placement Agent — Brookline

Capital Markets

Warrants for Underwriter and Placement Agents — Brookline

Capital Markets and Ceros Financial Services, Inc.

On August 2, 2024, the

3 unchanged sentences

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.

On December 24, 2024, the Company entered into the Purchase Agreement

and, in connection therewith, Brookline earned warrants initially exercisable into an aggregate of 39,918 shares at an initial exercise

price of $ 4.40 per share, which were subsequently adjusted to 156,821 shares at an exercise price of $ 1.12 per share, and subject to further

adjustment as set forth therein.

The warrants are exercisable by the holder for a period of five years from April 9, 2025.

30, 2025, warrants to purchase an aggregate of 156,821 shares were outstanding.

In connection with the Purchase

Agreement, Ceros earned warrants initially exercisable into an aggregate of 13,951 shares at an initial exercise price of $ 4.40 per share,

which were subsequently adjusted to 54,807 shares at an exercise price of $ 1.12 per share, and subject to further adjustment as set forth

The warrants are exercisable by the holder for a period of five years from April 9, 2025.

As of June 30, 2025, warrants to purchase

an aggregate of 52,872 shares were outstanding.

Short-Term Loan

6 unchanged sentences

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

OS Therapies Incorporated

Notes to the Financial Statements

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 5 — TEDCO GRANT

15 unchanged sentences

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

13 unchanged sentences

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 ,

for Johnson and Johnson is $ 787.50 per month, with rent expense for the six months ended June 30, 2025 and 2024 of $ 5,513 and $ 1,750 ,

respectively.

2 unchanged sentences

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.

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.

payments were non-creditable and non-refundable and were due and payable upon the occurrence of the corresponding milestone event.

clarity, each milestone payment was payable only once.

As of December 31, 2020, the Funding Milestone had been achieved and payment

1 unchanged sentence

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

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.

For the six months ended

June 30, 2025 and for the year ended December 31, 2024, no payments were made.

A $ 400,000 payment was made to Ayala, together with payment

of stock consideration, in connection with the Company’s purchase of the HER2 Assets on April 9, 2025, terminating this license

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 6 — COMMITMENTS AND CONTINGENCIES

The milestone events and financial

terms are as follows:

terms were as follows:

Milestone Amount

7 unchanged sentences

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

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

All milestone payments were

non-creditable and non-refundable and were 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.

payment was payable only once.

As of December 31, 2020, the first milestone had been achieved.

3 unchanged sentences

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

basis across all licensed products during the royalty term, the Company agreed to 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.

No royalties were payable in the six months

ended June 30, 2025 and for the year ended December 31, 2024.

In connection with the purchase

of the HER2 Assets, the license agreement is terminated, and no further royalties to Ayala will be due.

In July 2020, the Company

4 unchanged sentences

statement of operations.

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

No payments were due or made in 2024 or the six months ended June 30, 2025.

The Company is studying the drug

13 unchanged sentences

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 6 — COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

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.

were due in the six months ended June 30, 2025 and for the year ended December 31, 2024.

For the avoidance of doubt,

7 unchanged sentences

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

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

For the six months ended June 30, 2025 and 2024, the total research

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

12 unchanged sentences

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

As of March 31, 2025, the balance

due to George Clinical was $ 148,587 .

As of June 30, 2025, the balance

due to George Clinical was $ 0 , and the services agreement has terminated on its terms.

Biolacuna Ltd

The Company has contracted

with Biolacuna Ltd, a global life sciences advisory firm, to assist with the following agencies requirements to register OST-HER2 and

gain approval of its use in the respective regions:

● European Medicines Agency (EMA, Europe);

● Medicines Evaluation Board (MEB, Netherlands);

● Medicines and Healthcare products Regulatory

Agency (MHRA, United Kingdom);

Food and Drug Administration (FDA, United

For the six months ended June

30, 2025, the Company has paid $ 459,4858 in consulting fees, with accounts payable as of June 30, 2025 of $ 1,118,343 .

The contract with

Biolacuna is estimated to exceed $ 2.2 million in 2025.

OS Therapies Incorporated

Notes to the Financial Statements

For the Three and Six Months Ended June 30, 2025 and 2024

6 — COMMITMENTS AND CONTINGENCIES (cont.)

Trustees for the University of Pennsylvania

In connection with the purchase

of the HER2 Assets, the Company was assigned by Ayala a licensing agreement with the Trustees of the University of Pennsylvania for HER2

Constructs, the Company’s lead product candidate, and the use of Advaxis HER2 Constructs.

The Company has agreed to pay an annual

fee to the Trustees of the University of Pennsylvania.

In April 2025, the Company paid a fee of $ 266,317 for the six months ended June

30, 2025 for the period from April 9, 2025 through April 8, 2026.

In addition, the Company has agreed to pay a royalty of 1.5 % of net

sales related to:

● OST-HER2-related sales;

● ADXS-503-related sales;

● ADXS-504-related sales;

● Sales related to any new immunotherapy drug candidates

created from the Lm platform during the term of such license.

Legal Proceedings

14 unchanged sentences

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

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

NOTE 7 — EQUITY

5 unchanged sentences

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

As of June 30, 2025 and December 31, 2024, the Company had 29,918,194

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

10 unchanged sentences

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

During the three months ended June 30, 2025, the Company issued (i)

3,962,129 shares of common stock in connection with conversions of Series A Preferred Stock, (ii) 2,164,215 shares of common stock in

connection with the purchase of the HER2 Assets, (iii) 2,166,381 pre-funded warrants in connection with the purchase of the HER2 Assets,

and (iv) 10,000 shares of common stock to an advisor in exchange for services.

During a warrant exercise inducement period from June 23 to July 10,

2025, all warrant holders of the Series A Warrants that exercised such warrants at the then-current exercise price of $ 1.12 per share

received a new warrant to purchase a number of shares of common stock equal to the number of shares exercised.

Such new warrants have

an exercise price of $ 3.00 per share and a term of exercise of five years from the date of issuance and are immediately exercisable.

OS Therapies Incorporated

Notes to the Financial Statements

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 7 — EQUITY (cont.)

Preferred Stock

5 unchanged sentences

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

February 9, 2024, the Series A Preferred Stock outstanding was converted to common stock on a one common share for every two preferred

shares basis upon the filing of the Company’s third amended and restate certificate of incorporation.

Effective February 9,

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

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

On February 9, 2024,

the Series A Preferred Stock outstanding was converted to common stock on a one common share for every two preferred shares basis upon

the filing of the Company’s third amended and restate certificate of incorporation.

Effective February 9, 2024, the company

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

The dividend due for the six

months ended June 30, 2025 and for the year ended December 31, 2024 was $ 0 and $ 31,250 , respectively, for a total accrued dividend

payable at June 30, 2025 of $ 375,000

The Preferred Stock has the

23 unchanged sentences

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 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:

The following are the common

stock options issued to employees and consultants for services during the six months ended June 30, 2025:

Common Stock Options

3 unchanged sentences

Outstanding at January 1, 2025 2,866,750 $ 1.86 3.92 -

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

Exercisable at March 31, 2025 -

Outstanding at June 30, 2025 2,866,750 $ 1.86 3.92 -

Exercisable at June 30, 2025 -

The fair value of the options granted during the year ended December

31, 2024 was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

December 31, 2024

Volatility (based on peer companies) 106 %

2 unchanged sentences

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

During the six months

ended June 30, 2025 and 2024, the Company recognized share-based compensation expense of $ 1,846,464 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.

The Company expects to recognize additional compensation expense of $ 1,397,662 in second half of 2025 related to these

common stock options assuming all awards will vest.

NOTE 8 — REDEEMABLE PREFERRED

15 unchanged sentences

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

Based 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:

(i) a merger 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.

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 above.

The Mezzanine Equity during

the period from April 9, 2025 through June 30, 2025 had converted to 3,962,129 shares of common stock.

Of the original 1,775,750 shares

of Series A Preferred Stock, a total of 1,109,500 shares were converted during this period.

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.

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 8 — REDEEMABLE PREFERRED STOCK, MEZZAININE

EQUITY AND WARRANT LIABILITY (cont.)

Based 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 .

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.

The 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 24.90 %.

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 .

The following assumptions

were made as of April 9, 2025 based on stockholder approval in the model for the aggregate warrants:

(1) a fixed exercise price of $ 1.12

per share, which automatically reset and resulted in a reclassification of the warrant liability on April 9, 2025 to equity per ASC 815;

(2) then-current common stock price of $ 1.34 per share on April 9, 2025;

(3) discount rate of 4.06 %;

and (4) expected stock price volatility

As of June 30, 2025, the carrying

value of the Warrant liability in aggregate was $0 .

For the six months ended June 30, 2025, the Company recorded a gain on the change

in fair value of the Warrant Liability in the amount of $ 1,424,603 and a $ 878,153 deduction due to reclassification to equity.

30, 2025 and December 31, 2024, the carrying value of the Warrant liability in aggregate was $0 and $ 1,971,975 , respectively.

The Series A Preferred Stock

8 unchanged sentences

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.

The following tables reflect

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 June 30, 2025.

Cash proceeds

6 unchanged sentences

Additional Warrant Liability on January 14, 2025

Gain on the change in fair value of Warrant Liability

Gain on the change in fair value of Warrant Liability as of March 31, 2025

( 1,122,561 )

Warrant Liability as of March 31, 2025

Gain on the change in fair value of Warrant Liability as of April 9, 2025

Stockholder approval on April 9, 2025 - warrants turn into Equity

Warrant Liability as of June 30, 2025

OS Therapies Incorporated

Notes to the Financial Statements

For the Three Months Ended March 31, 2025 and 2024

For the Three and Six Months Ended June 30, 2025 and 2024

NOTE 9 — SEGMENT AND GEOGRAPHIC INFORMATION

7 unchanged sentences

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:

The following table presents selected financial information with respect

to the Company’s single operating segment for the three and six months ended June 30, 2025 and 2024:

OPERATING EXPENSES

3 unchanged sentences

( 4,838,728 )

( 9,838,214 )

( 1,410,032 )

OTHER INCOME/EXPENSE

1 unchanged sentence

Interest Expense

( 1,606,441 )

Change in Fair Value of Warrant Liability

2 unchanged sentences

( 4,536,622 )

( 1,557,480 )

( 8,413,481 )

( 3,016,472 )

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.

Series A Warrant Exercises

– From July 1, 2025 through the date of this filing, an aggregate of

1,621,060 shares of common stock have been issued upon exercise of the Series A Warrants.

Series A Preferred Stock

Conversions – From July 1, 2025 through the date of this filing, an aggregate of

352,679 shares of common stock have been issued upon conversion of the Series A Preferred Stock.

Filing of Registration

Statement on Form S-3 – On August 8, 2025, the Company filed a registration statement on Form S-3, containing (i) a base prospectus,

which covers the offering, issuance and sale by the Company of up to $ 100,000,000 in the aggregate of the securities identified therein

from time to time in one or more offerings, and (ii) an at the market offering prospectus supplement, which covers the offer, issuance

and sale of up to a maximum aggregate offering price of up to $ 18,000,000 of the Company’s common stock that may be issued and sold

from time to time under an at market issuance sales agreement.

As of the date of this report, the Company has not sold any securities

under the Form S-3.

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