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and Use of Proceeds.
−Removed: Unregistered Sales of Equity Securities
−Removed: by the Issuer
−Removed: the three months ended March 31, 2025, we issued 300,000 shares of common stock to a scientific and technical advisor in exchange for
−Removed: scientific and technical services, which will be amortized over a 12-month period with the remaining balance in prepaid expenses, and
−Removed: 20,000 shares of common stock to an advisor in exchange for services.
+Added: During the three months ended
+Added: June 30, 2025, we issued 10,000 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.
−Removed: Use of Proceeds
−Removed: On July 31, 2024, our registration
−Removed: statement on Form S-1 (File No.
−Removed: 333-276350) was declared effective by the SEC for our initial public offering, which was underwritten
−Removed: by Brookline Capital Markets.
−Removed: At the closing of our initial public offering on August 2, 2024, we sold 1,600,000 shares of common stock
−Removed: 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
−Removed: us of approximately $6.0 million, after deducting underwriting discounts and commissions of approximately $0.4 million.
−Removed: As of May 13,
−Removed: 2025, we have used all of the proceeds from our initial public offering for general corporate purposes, including to advance the development
−Removed: of OST-HER2 and OST-tADC.
−Removed: There has been no material change in the planned use of proceeds from that described in the final prospectus
−Removed: 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:
−Removed: 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).
−Removed: Amendment No.
−Removed: 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).
−Removed: Asset Purchase Agreement, dated as of January 28, 2025, between OS Therapies Incorporated and Ayala Pharmaceuticals, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 29, 2025).
−Removed: Form of Registration Rights Agreement between OS Therapies Incorporated and Ayala Pharmaceuticals, Inc.
−Removed: (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 29, 2025).
+Added: Form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on June 24, 2025).
+Added: Form of Inducement Offer Letter (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 24, 2025).
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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§ 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 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:
−Removed: (i) Balance Sheets as of March 31, 2025 and December 31, 2024 (unaudited);
−Removed: (ii) Statements of Operations for the three months ended March 31, 2025 and 2024 (unaudited);
−Removed: (iii) Statements of Stockholders’ Deficit for the three months ended March 31, 2025 and 2024 (unaudited);
−Removed: (iv) Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited);
+Added: The following financial statements from the Company’s Quarterly
+Added: Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL:
+Added: (i) Balance Sheets as of June 30, 2025 and December
+Added: 31, 2024 (unaudited);
+Added: (ii) Statements of Operations for the three and six months ended June 30, 2025 and 2024 (unaudited);
+Added: (iii) Statements
+Added: of Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2025 and 2024 (unaudited);
+Added: (iv) Statements of Cash
+Added: Flows for the six months ended June 30, 2025 and 2024 (unaudited);
and (v) Notes to the Financial Statements (unaudited).
−Removed: 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).
+Added: The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL (included as Exhibit 101).
Furnished herewith.
−Removed: 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.
−Removed: The Company agrees to furnish supplemental copies of all omitted exhibits to the SEC upon its request.
Pursuant to the requirements
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OS THERAPIES INCORPORATED
+Added: August 18, 2025
/s/ Paul Romness
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(Principal Executive Officer)
+Added: August 18, 2025
/s/ Christopher Acevedo
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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.