1 unchanged sentence
OS Therapies Incorporated
−Removed: Balance Sheets
+Added: Consolidated Balance Sheets
+Added: September 30,
Current Assets
+Added: Employee Advances
Prepaid Expenses
2 unchanged sentences
Fixed Assets (Net)
−Removed: Patents (Net)
+Added: Patents (Net of Amortization)
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
3 unchanged sentences
Accrued Payroll and Payroll Taxes – Related Party
+Added: Accrued Payroll and Payroll Taxes
Preferred Dividends Payable
22 unchanged sentences
The accompanying notes are an integral part
−Removed: of these unaudited financial statements.
+Added: of these unaudited consolidated financial statements.
OS Therapies Incorporated
−Removed: Statements of Operations
−Removed: For the three months ended
−Removed: For the three months ended
−Removed: For the six months ended
−Removed: For the six months ended
+Added: Consolidated Statements of Operations
+Added: September 30,
+Added: September 30,
+Added: September 30,
+Added: September 30,
OPERATING EXPENSES
5 unchanged sentences
( 16,717,809 )
+Added: ( 3,847,422 )
OTHER INCOME/EXPENSE
18 unchanged sentences
The accompanying notes are an integral part
−Removed: of these unaudited financial statements .
+Added: of these unaudited consolidated financial statements .
OS Therapies Incorporated
−Removed: Statements of Stockholders’ Equity (Deficit)
−Removed: For the Three and Six Months Ended June 30,
+Added: Consolidated Statements of Stockholders’
+Added: Equity (Deficit)
+Added: For the Three and Nine Months Ended September
30, 2025 and 2024
3 unchanged sentences
Balances, December 31, 2023
+Added: $ ( 29,518,187 )
+Added: $ ( 24,016,215 )
Conversion of Preferred Stock to Common Stock
+Added: ( 1,302,082 )
Preferred Dividends
+Added: ( 1,458,992 )
+Added: ( 1,458,992 )
Balances, March 31, 2024
+Added: $ ( 31,008,429 )
+Added: $ ( 25,506,457 )
+Added: ( 1,557,480 )
+Added: ( 1,557,480 )
Balances, June 30, 2024
+Added: $ ( 32,565,909 )
+Added: $ ( 27,063,937 )
+Added: Issuance of Common Stock IPO
+Added: Conversion of Convertible Notes to Common Stock
+Added: Conversion of Warrants to Common Stock
+Added: Issuance of Common Stock to Investment Advisor - Settlement
+Added: ( 2,875,232 )
+Added: ( 2,875,232 )
+Added: Balances, September 30, 2024
+Added: $ ( 35,441,141 )
+Added: $ ( 707,128 )
Balances, December 31, 2024
+Added: $ ( 38,432,375 )
+Added: $ ( 3,266,538 )
Commitment shares issued for Equity Line of Credit
1 unchanged sentence
Stock-based compensation
+Added: ( 3,876,859 )
+Added: ( 3,876,859 )
Balances, March 31, 2025
+Added: $ ( 42,309,234 )
+Added: $ ( 4,186,578 )
Conversion of Preferred Shares Mezzanine Equity to Common Stock
−Removed: Issuance Common Stock for Patent Purchase
+Added: Issuance Common Stock Patent License
Conversion of Warrants to Common Stock
1 unchanged sentence
APIC Warrants Liability Reclass Preferred Stock
−Removed: Pending Issuance of Common Stock to Ayala #444,041
APIC Warrants Patent License
Stock-based compensation
+Added: ( 4,536,622 )
+Added: ( 4,536,622 )
Balances, June 30, 2025
+Added: $ ( 46,845,856 )
+Added: Conversion of Preferred Shares Mezzanine Equity to Common Stock
+Added: Common Stock Shares issued for Services
+Added: Conversion of Warrants to Common Stock
+Added: APIC Warrants Purchase of Prepaid Warrants
+Added: Stock-based compensation
+Added: ( 6,879,530 )
+Added: ( 6,879,530 )
+Added: Balances, September 30, 2025
+Added: $ ( 53,725,386 )
The accompanying notes are an integral part
−Removed: of these unaudited financial statements .
+Added: of these unaudited consolidated financial statements .
OS Therapies Incorporated
−Removed: Statements of Cash Flows
−Removed: For the Six Months Ended June 30, 2025 and 2024
−Removed: Six Months Ended
−Removed: Six Months Ended
+Added: Consolidated Statements of Cash Flows
+Added: For the Nine Months Ended September 30, 2025
+Added: Nine Months Ended
+Added: September 30,
+Added: Nine Months Ended
+Added: September 30,
CASH FLOWS FROM OPERATING ACTIVITIES
3 unchanged sentences
Depreciation and Amortization expense
−Removed: Amortization of Warrants
+Added: Amortization of Debt Discounts Issuance and Warrants
Change in value of Warrant Liabilities
3 unchanged sentences
Stock-based Compensation
−Removed: Change in operating assets and liabilities:
+Added: Adjustments to reconcile net loss to net cash used in operating activities:
+Added: Prepaid Expenses
Employee Advances
−Removed: Prepaid Expense
Accounts Payable
9 unchanged sentences
CASH FLOWS FROM FINANCING ACTIVITIES
−Removed: Deferred Offering Costs
−Removed: Short-Term Loan
−Removed: Net Proceeds from Convertible Debt A, B, C, D, E & F
Sale of Preferred Stock and related Warrants
−Removed: Common Stock Issuance Warrant Conversions
+Added: Common Stock Issuance for Warrant Exercise
+Added: Short-Term Borrowings
+Added: Short-Term Loan Repayments
+Added: Initial Public Offering (Net of Fees)
+Added: Net Proceeds from Conversion of Debt A, B, C, D, E & F
Net cash provided by financing activities
5 unchanged sentences
NON CASH INVESTING AND FINANCING ACTIVITIES
−Removed: Mezzanine Equity Conversion (Net of Costs)
−Removed: Shares issued for prepaid services
−Removed: Common Stock issued for Patent Purchase
−Removed: Reclassification of Warrant Liability to Equity
Discount on Notes Payable – redemption premium
Dividends Payable
−Removed: Deferred offering costs recorded as accounts payable
+Added: Mezzanine Equity Conversion (Net of Costs)
Conversion of Preferred Stock to Common Stock
+Added: Amortization of deferred offering costs
+Added: Conversion of Convertible Notes into Common Stock
+Added: Conversion of Warrants into Common Stock
+Added: Issuance of Common Stock to Investor Advisor - Settlement
+Added: Common Stock issued for Patent Purchase
+Added: Reclassification of Warrants Liability to equity
+Added: Shares issued for prepaid services
The accompanying notes are an integral part
−Removed: of these unaudited financial statements.
+Added: of these unaudited consolidated financial statements.
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 1 — ORGANIZATION AND DESCRIPTION
6 unchanged sentences
on the identification, development, and commercialization of treatments for Osteosarcoma and other related diseases.
−Removed: As of June 30, 2025,
+Added: As of September 30,
2025, there is one ongoing clinical trial for Osteosarcoma therapy.
OS Animal Health Corp
−Removed: The Company formed OS Animal Health Corp, a Delaware corporation and
−Removed: wholly owned subsidiary of the Company, on June 25, 2025.
+Added: The Company formed OS Animal
+Added: Health Corp, a Delaware corporation and wholly owned subsidiary of the Company, on June 25, 2025.
+Added: The entity is a shell at present and
+Added: has no assets or liabilities.
+Added: During the three months ended June 30, 2025, the Company entered into a license agreement with this subsidiary,
+Added: pursuant to which the Company licensed to this subsidiary the rights to use the HER2 Assets (as defined below).
+Added: OS Therapies UK LTD
+Added: The Company formed OS Therapies UK LTD, a corporation formed in the
+Added: United Kingdom and wholly owned subsidiary of the Company, on August 29, 2025.
The entity is a shell at present and has no assets or liabilities.
−Removed: three months ended June 30, 2025, the Company entered into a license agreement with this subsidiary, pursuant to which the Company licensed
−Removed: to this subsidiary the rights to use the HER2 Assets (as defined below).
+Added: The Company intends on entering into a loan agreement that is pending with this subsidiary, pursuant to which the Company will move all
+Added: research and development activities to this entity.
The Company has prepared its
−Removed: financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy its liabilities in the
−Removed: normal course of business.
+Added: consolidated financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy its liabilities
+Added: in the normal course of business.
However, the Company has incurred net losses since its inception and has negative operating cash flows.
−Removed: circumstances raise substantial doubt about the Company’s ability to continue as a going concern.
−Removed: The accompanying financial statements
−Removed: do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts
−Removed: and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue
−Removed: as a going concern.
−Removed: As of June 30, 2025, the Company
−Removed: had cash of $ 2,802,013 .
−Removed: For the foreseeable future, the Company’s ability to continue its operations is dependent upon its ability
−Removed: to obtain additional capital.
−Removed: The Company is currently seeking to raise additional capital through a public or private financing of equity;
+Added: These circumstances raise substantial doubt about the Company’s ability to continue as a going concern.
+Added: The accompanying consolidated
+Added: financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of
+Added: assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s
+Added: ability to continue as a going concern.
+Added: As of September 30, 2025,
+Added: the Company had cash of $ 1,876,626 .
+Added: For the foreseeable future, the Company’s ability to continue its operations is dependent upon
+Added: its ability to obtain additional capital.
+Added: 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.
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 2 — SIGNIFICANT ACCOUNTING
Basis of Presentation
−Removed: The accompanying financial
−Removed: statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
+Added: The accompanying consolidated
+Added: 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.
3 unchanged sentences
fiscal year end is December 31.
+Added: Principles of Consolidation
+Added: The consolidated financial
+Added: statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries.
+Added: The Company consolidates all entities
+Added: in which it has a controlling financial interest.
Use of Estimates
−Removed: The preparation of financial
−Removed: statements in conformity with U.S.
−Removed: GAAP requires management to make estimates and assumptions that affect the amounts reported in
−Removed: its financial statements and accompanying notes.
−Removed: On an ongoing basis, management evaluates these estimates and judgments, which are based
−Removed: on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the
−Removed: circumstances.
−Removed: By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from
−Removed: management’s estimates.
+Added: The preparation of consolidated
+Added: financial statements in conformity with U.S.
+Added: GAAP requires management to make estimates and assumptions that affect the amounts reported
+Added: in its consolidated financial statements and accompanying notes.
+Added: On an ongoing basis, management evaluates these estimates and judgments,
+Added: which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable
+Added: under the circumstances.
+Added: By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may
+Added: differ from management’s estimates.
Cash consists primarily of
6 unchanged sentences
relationships.
−Removed: As of June 30, 2025 and December 31, 2024, Chase Bank checking account had $ 2,056,885 and $ 5,216,354 , respectively, and
−Removed: the Chase Bank savings account had $ 20,150 and $ 20,000 , respectively.
−Removed: As of June 30, 2025 and December 31, 2024, SVB Bank checking account
−Removed: had $ 728,988 and $ 287,173 , respectively, and the SVB money market account had $ 10,000 and $ 10,000 , respectively.
−Removed: The Chase Bank and SVB
−Removed: Bank checking accounts were in excess of the FDIC limits for June 30, 2025.
+Added: As of September 30, 2025 and December 31, 2024, Chase Bank checking account had $ 1,363,185 and $ 5,216,354 , respectively,
+Added: and the Chase Bank savings account had $ 20,215 and $ 20,021 , respectively.
+Added: As of September 30, 2025 and December 31, 2024, SVB Bank checking
+Added: account had $ 483,225 and $ 287,173 , respectively, and the SVB money market account had $ 10,000 and $ 10,000 , respectively.
+Added: The Chase Bank
+Added: and SVB Bank checking accounts were in excess of the FDIC limits for September 30, 2025.
Redeemable Preferred Stock and Mezzanine
11 unchanged sentences
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)
3 unchanged sentences
Any items costing below the threshold or not
−Removed: fitting the definition of a capital asset will be expensed in the financial statements.
−Removed: All capital assets are recorded at historical
−Removed: cost as of the date acquired.
−Removed: Computer assets will be capitalized and Straight-Line depreciated over five years for financial statement
+Added: fitting the definition of a capital asset will be expensed in the consolidated financial statements.
+Added: All capital assets are recorded at
+Added: historical cost as of the date acquired.
+Added: Computer assets will be capitalized and Straight-Line depreciated over five years for financial
+Added: statement purposes.
Patent Amortization
−Removed: In connection with the HER2 Purchase Agreement (as defined below),
−Removed: the Company acquired the HER2 Assets (as defined below) from Ayala (as defined below), including the assignment by Ayala of a license
−Removed: agreement with the Trustees of the University of Pennsylvania, on April 9, 2025.
−Removed: The amortization expense is derived quarterly, based
−Removed: on the legal life of such assets on a straight-line basis.
−Removed: The three-month amortization expense for the period ended June 30, 2025 was
+Added: In connection with the HER2
+Added: Purchase Agreement (as defined below), the Company acquired the HER2 Assets (as defined below) from Ayala (as defined below), including
+Added: the assignment by Ayala of a license agreement with the Trustees of the University of Pennsylvania, on April 9, 2025.
+Added: The amortization
+Added: expense is derived quarterly, based on the legal life of such assets on a straight-line basis.
+Added: The three-month and nine-month amortization
+Added: expense for the period ended September 30, 2025 was $ 124,243 and $ 236,062 , respectively.
Patent & License Acquisition
9 unchanged sentences
of the HER2 Assets, the Company agreed to assume certain specified liabilities and to pay an aggregate purchase price of $ 8,000,000 , with
−Removed: a fair value of $ 6,864,438 , consisting of (i) $ 400,000 to Ayala ($ 150,000 of which was transferred
−Removed: upon signing of the HER2 Purchase Agreement and the remainder on the closing date);
−Removed: (ii) $ 100,000 to a third party on behalf of Ayala
−Removed: on the closing date;
−Removed: and (iii) $ 7,500,000 worth of shares of common stock, or 4,774,637 shares based on the volume-weighted average price
−Removed: of the Company’s common stock over the 30 trading days immediately preceding the closing date of $ 1.5708 .
−Removed: The closing stock price
−Removed: on the April 9, 2025 closing date was $ 1.34 , resulting in a corresponding reduction in the acquisition value.
−Removed: The fair value of the purchase
−Removed: consideration is as follows:
+Added: 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
+Added: and the remainder on the closing date);
+Added: (ii) $ 100,000 to a third party on behalf of Ayala on the closing date;
+Added: and (iii) $ 7,500,000 worth
+Added: 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
+Added: 30 trading days immediately preceding the closing date of $ 1.5708 .
+Added: The closing stock price on the April 9, 2025 closing date was $ 1.34 ,
+Added: resulting in a corresponding reduction in the acquisition value.
+Added: The fair value of the purchase consideration is as follows:
Legal fees paid on behalf of Ayala
1 unchanged sentence
Total Fair Value of Consideration Transfer for the Patent & License Acquisition.
−Removed: The group of patents and
−Removed: the licensing is primarily focused on a set of patents for “Compositions and Methods for Evaluating Potency of Listeria-Based
−Removed: Immunotherapeutics,” which is the primary patent the Company utilizes in its treatments.
−Removed: This group of patents has an
−Removed: effective filing date on April 19, 2019.
−Removed: Based on such date, the group has an estimated remaining useful life of 14 years, with
−Removed: amortization expense of $ 111,819 and $ 0 , respectively, for the six months ended June 30, 2025 and 2024.
−Removed: As of June 30, 2025, estimated
−Removed: amortization expenses related to the Company’s intangible assets for the years 2025 through 2039 and thereafter are as follows:
+Added: The group of patents and the
+Added: licensing is primarily focused on a set of patents for “Compositions and Methods for Evaluating Potency of Listeria-Based Immunotherapeutics,”
+Added: which is the primary patent the Company utilizes in its treatments.
+Added: This group of patents has an effective filing date on April 19, 2019.
+Added: Based on such date, the group has an estimated remaining useful life of 14 years, with amortization expense of $ 236,062 and $ 0 , respectively,
+Added: for the nine months ended September 30, 2025 and 2024.
+Added: As of September 30, 2025,
+Added: estimated amortization expenses related to the Company’s intangible assets for the years 2025 through 2039 and thereafter are as
2030 and thereafter
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
8 unchanged sentences
from the assets or asset groups.
−Removed: No impairment losses on long-lived assets have been recorded for the periods ended June 30, 2025
+Added: No impairment losses on long-lived assets have been recorded for the periods ended September 30,
2025 and December 31, 2024.
3 unchanged sentences
the Company’s initial public offering and that were charged to stockholders’ equity upon the completion of such offering.
−Removed: As of June 30, 2025 and December 31, 2024, the Company did not have any capitalized deferred offering costs.
−Removed: Upon completion of the Company’s
−Removed: initial public offering on August 2, 2024, the deferred offering costs were charged to stockholders’ deficit.
+Added: As of September 30, 2025 and December 31, 2024, the Company did not have any capitalized deferred offering costs.
+Added: Upon completion of the
+Added: Company’s initial public offering on August 2, 2024, the deferred offering costs were charged to stockholders’ deficit.
Research and Development Costs
35 unchanged sentences
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 2 — SIGNIFICANT ACCOUNTING
13 unchanged sentences
The standard applies to all tax positions and clarifies the recognition
−Removed: of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement.
−Removed: The first step involves
−Removed: assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits.
−Removed: step involves measurement of the amount to be recognized.
+Added: of tax benefits in the consolidated financial statements by providing for a two-step approach of recognition and measurement.
+Added: step involves assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits.
+Added: The second step involves measurement of the amount to be recognized.
Tax positions that meet the
1 unchanged sentence
ultimate finalization with the taxing authority.
−Removed: The Company recognizes the impact of an uncertain income tax position in the financial
−Removed: statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority.
+Added: The Company recognizes the impact of an uncertain income tax position in the consolidated
+Added: 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.
−Removed: As of June 30, 2025 and December 31, 2024, the Company had no unrecognized
−Removed: uncertain income tax positions.
+Added: As of September 30, 2025 and December 31, 2024, the Company had
+Added: no unrecognized uncertain income tax positions.
Basic and Diluted Loss per Share
16 unchanged sentences
Inducement New Warrants
+Added: Prepaid Common Stock Investors
+Added: Ayala Prepaid Warrants
Series A Warrants
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 2 — SIGNIFICANT ACCOUNTING
POLICIES (cont.)
−Removed: Stockholder approval was obtained on April 9, 2025 for the issuance
−Removed: of the shares of common stock underlying the Company’s Series A Preferred Stock, which are being treated as Mezzanine Equity, and
−Removed: the Series A Warrants.
−Removed: The conversion price and exercise price, as applicable, of the Company’s Series A Preferred Stock and the
−Removed: Series A Warrants was automatically reset to $ 1.12 per share based on the volume weight average price of the Company’s common stock
−Removed: for the 10 trading days immediately preceding April 9, 2025, creating a conversion multiplier of 3.571429 of common shares to preferred
−Removed: 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
−Removed: conversion multiplier that equates to 2,379,465 shares of common stock.
−Removed: 112,000 shares of common stock underlying underwriter warrants issued
−Removed: in connection with our initial public offering were outstanding as of June 30, 2025.
−Removed: 207,711 shares of common stock underlying warrants
−Removed: issued to the placement agents in connection with our PIPE financing in December 2024 and January 2025 were outstanding as of June 30,
−Removed: 2025, totaling 319,711 shares of common stock underlying underwriter/placement agent warrants.
−Removed: Warrant holders who converted their existing warrants during the Company’s
−Removed: warrant exercise and inducement offering held open during the period from June 23 to July 10, 2025 received a new warrant at an exercise
−Removed: price of $ 3.00 per share.
−Removed: As of June 30, 2025, existing warrants to purchase an aggregate of 1,931,165 shares of common stock were exercised
−Removed: in exchange for new warrants to purchase an aggregate of 1,931,165 shares of common stock.
−Removed: 4,591,640 shares of common stock underlying the Series A Warrants were
−Removed: outstanding as of June 30, 2025.
+Added: Stockholder approval was obtained
+Added: on April 9, 2025 for the issuance of the shares of common stock underlying the Company’s Series A Preferred Stock, which are being
+Added: treated as Mezzanine Equity, and the Series A Warrants.
+Added: The conversion price and exercise price, as applicable, of the Company’s
+Added: Series A Preferred Stock and the Series A Warrants was automatically reset to $ 1.12 per share based on the volume weight average price
+Added: of the Company’s common stock for the 10 trading days immediately preceding April 9, 2025, creating a conversion multiplier of 3.571429
+Added: of common shares to preferred shares.
+Added: The number of non-converted shares of Series A Preferred Stock outstanding as of September 30, 2025
+Added: was 392,500 shares, with a 3.571429 conversion multiplier that equates to 1,401,786 shares of common stock.
+Added: 112,000 shares of common stock
+Added: underlying underwriter warrants issued in connection with our initial public offering were outstanding as of September 30, 2025.
+Added: shares of common stock underlying warrants issued to the placement agents in connection with our PIPE financing in December 2024 and January
+Added: 2025 were outstanding as of September 30, 2025, totaling 319,711 shares of common stock underlying underwriter/placement agent warrants.
+Added: Warrant holders who converted
+Added: their existing warrants during the Company’s two warrant exercise and inducement offerings held open during the period from June
+Added: 23 to July 10, 2025 and August 29 to September 1, 2025, respectively, received a new warrant at an exercise price of $ 3.00 per share.
+Added: As of September 30, 2025, existing warrants to purchase an aggregate of 4,566,391 shares of common stock were exercised in exchange for
+Added: new warrants to purchase an aggregate of 4,566,391 shares of common stock.
+Added: A Warrant holder who pre-funded
+Added: the conversion its existing warrants during the Company’s warrant exercise and inducement offerings during the period from August
+Added: 29 to September 1, 2025 received an aggregate of 937,500 prepaid shares of common stock.
+Added: As of September 30, 2025,
+Added: Ayala continued to hold a prepaid warrant to purchase 2,166,381 shares of common stock.
+Added: As of September 30, 2025,
+Added: holders of Series A Warrants from the Company’s PIPE financing in December 2024 and January 2025 continued to hold Series A Warrants
+Added: to purchase an aggregate of 1,337,947 shares of common stock.
+Added: 1,720,054 shares of common
+Added: stock underlying the Series A Warrants were outstanding as of September 30, 2025.
Fair Value Measurements
22 unchanged sentences
on behalf of management in developing model assumptions.
−Removed: As of June 30, 2025 and December 31, 2024, the carrying value of the warrant
+Added: As of September 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).
15 unchanged sentences
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)
27 unchanged sentences
Accrued Payroll
−Removed: On June 30, 2025 and December
−Removed: 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 ,
−Removed: respectively.
−Removed: During the period ended June 30, 2025 and December 31, 2024, the Company made advances on the payroll payable, and the CEO
−Removed: made repayments.
+Added: On September 30, 2025 and
+Added: 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
+Added: and $ 88,386 , respectively.
+Added: During the period ended September 30, 2025 and December 31, 2024, the Company made advances on the payroll
+Added: payable, and the CEO made repayments.
The following summarizes activity
5 unchanged sentences
Repayments 2025
−Removed: Balance June 30, 2025
+Added: Balance September 30, 2025
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 3 — RELATED PARTY TRANSACTIONS
4 unchanged sentences
The balance of accrued payroll for
−Removed: Romness on June 30, 2025 of $ 0 .
+Added: Romness on September 30, 2025 of $ 0 .
All related party payroll
advances shown as employee advances for Mr.
−Removed: Romness in the six months ended June 30, 2025 have been repaid in 2025.
−Removed: Related party payroll
−Removed: advances for Mr.
−Removed: Romness had a balance of $ 11,565 in the six months ended June 30, 2024.
−Removed: All advances in the six months ended June 30,
−Removed: 2024 were repaid in full as of December 31, 2024.
+Added: Romness in the nine months ended September 30, 2025 are expected to be repaid in 2025.
+Added: party payroll advances for Mr.
+Added: Romness had a balance of $ 41,852 in the nine months ended September 30, 2025.
+Added: All advances in the nine
+Added: months ended September 30, 2024 were repaid in full as of December 31, 2024.
Related Parties — Convertible
1 unchanged sentence
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
−Removed: June 30, 2025 and December 31, 2024, respectively.
−Removed: The convertible notes were converted into common stock upon consummation of the
−Removed: Company’s initial public offering on August 2, 2024.
+Added: September 30, 2025 and December 31, 2024, respectively.
+Added: The convertible notes were converted into common stock upon consummation
+Added: of the Company’s initial public offering on August 2, 2024.
Related Party Accounting Fees
The Company has a bill in
−Removed: 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
+Added: accounts payable of $ 15,925 for the period ended September 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
3 unchanged sentences
notes are separated into seven groups — A, B, C, D, E, F and BlinkBio — per the table below:
+Added: September 30,
2025 December 31,
11 unchanged sentences
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 4 — CONVERTIBLE DEBT
39 unchanged sentences
The convertible debt balance
−Removed: on June 30, 2025 and June 30, 2024 is summarized as follows:
+Added: on September 30, 2025 and September 30, 2024 is summarized as follows:
+Added: September 30,
+Added: September 30,
Principal amount outstanding
8 unchanged sentences
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 4 — CONVERTIBLE DEBT
40 unchanged sentences
The convertible debt balance
−Removed: at June 30, 2025 and June 30, 2024 is summarized as follows:
+Added: at September 30, 2025 and September 30, 2024 is summarized as follows:
+Added: September 30,
+Added: September 30,
Principal amount outstanding
3 unchanged sentences
Carrying value
−Removed: The balance as of December 31, 2024 was $ 0 , as the notes converted
−Removed: into shares of common stock in connection with the closing of the Company’s initial public offering on August 2, 2024.
+Added: The balance as of December 31, 2024 was $ 0 , as
+Added: the notes converted into shares of common stock in connection with the closing of the Company’s initial public offering on August
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 4 — CONVERTIBLE DEBT
40 unchanged sentences
The convertible debt balance
−Removed: on June 30, 2025 and June 30, 2024 is summarized as follows:
+Added: on September 30, 2025 and September 30, 2024 is summarized as follows:
+Added: September 30,
+Added: September 30,
Principal amount outstanding
7 unchanged sentences
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 4 — CONVERTIBLE DEBT
43 unchanged sentences
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 4 — CONVERTIBLE DEBT
The convertible debt balance
−Removed: at June 30, 2025 and June 30, 2024 is summarized as follows:
+Added: at September 30, 2025 and September 30, 2024 is summarized as follows:
+Added: September 30,
+Added: September 30,
Principal amount outstanding
50 unchanged sentences
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 4 — CONVERTIBLE DEBT (cont.)
The convertible debt balance
−Removed: at June 30, 2025 and June 30, 2024 is summarized as follows:
+Added: at September 30, 2025 and September 30, 2024 is summarized as follows:
+Added: September 30,
+Added: September 30,
Principal amount outstanding
4 unchanged sentences
Convertible Notes – E
−Removed: The balance as of December 31, 2024 was $ 0 , as the notes converted
−Removed: into shares of common stock in connection with the closing of the Company’s initial public offering on August 2, 2024.
+Added: The balance as of December 31, 2024 was $ 0 , as
+Added: the notes converted into shares of common stock in connection with the closing of the Company’s initial public offering on August
Commencing in June 2023, the
42 unchanged sentences
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 4 — CONVERTIBLE DEBT (cont.)
The convertible debt balance
−Removed: at June 30, 2025 and June 30, 2024 is summarized as follows:
+Added: at September 30, 2025 and September 30, 2024 is summarized as follows:
+Added: September 30,
+Added: September 30,
Principal amount outstanding
21 unchanged sentences
an extended maturity date for Groups B, C, D, E and F.
−Removed: The new embedded redemption values were $ 0 for the six months ended June 30,
+Added: The new embedded redemption values were $ 0 for the nine months ended September
30, 2025 and the year ended December 31, 2024.
24 unchanged sentences
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 4 — CONVERTIBLE DEBT (cont.)
29 unchanged sentences
the make-whole shares due to the director and officers in October 2024, and therefore, the current balance due for each of the periods
−Removed: ended June 30, 2025 and December 31,2024 was $ 0 .
+Added: ended September 30, 2025 and December 31, 2024 was $ 0 .
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 4 — CONVERTIBLE DEBT
11 unchanged sentences
No warrants were earned from 2023 to December 31, 2024.
−Removed: Warrants earned in 2022, 2021 and 2020 have been accounted for as a
−Removed: discount to the associated convertible debt with the discounts amortized over the term of the related debt.
−Removed: The Debt Discount Accretion
−Removed: 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 .
−Removed: The total unamortized
−Removed: discount of those warrants was $ 0 and $ 0 as of June 30, 2025 and December 31, 2024, respectively.
+Added: Warrants earned in 2022, 2021
+Added: and 2020 have been accounted for as a discount to the associated convertible debt with the discounts amortized over the term of the related
+Added: The Debt Discount Accretion expense in warrants in the nine months ended September 30, 2025 was $ 0 and in the nine months ended
+Added: September 30, 2024 was $ 49,840 .
+Added: The total unamortized discount of those warrants was $ 0 and $ 0 as of September 30, 2025 and December 31,
+Added: 2024, respectively.
Warrant holders from Noble
9 unchanged sentences
terminates on July 31, 2029, and has an exercise price of $ 4.40 per share.
−Removed: On December 24, 2024, the Company entered into the Purchase Agreement
−Removed: and, in connection therewith, Brookline earned warrants initially exercisable into an aggregate of 39,918 shares at an initial exercise
−Removed: 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
−Removed: adjustment as set forth therein.
−Removed: The warrants are exercisable by the holder for a period of five years from April 9, 2025.
−Removed: 30, 2025, warrants to purchase an aggregate of 156,821 shares were outstanding.
+Added: On December 24, 2024, the
+Added: Company entered into the Purchase Agreement and, in connection therewith, Brookline earned warrants initially exercisable into an aggregate
+Added: 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
+Added: of $ 1.12 per share, and subject to further adjustment as set forth therein.
+Added: The warrants are exercisable by the holder for a period of
+Added: five years from April 9, 2025.
+Added: As of September 30, 2025, warrants to purchase an aggregate of 156,821 shares were outstanding.
In connection with the Purchase
2 unchanged sentences
The warrants are exercisable by the holder for a period of five years from April 9, 2025.
−Removed: As of June 30, 2025, warrants to purchase
−Removed: an aggregate of 52,872 shares were outstanding.
+Added: As of September 30, 2025, warrants
+Added: to purchase an aggregate of 52,872 shares were outstanding.
Short-Term Loan
7 unchanged sentences
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 5 — TEDCO GRANT
20 unchanged sentences
Rental Agreement
−Removed: The Company had a rental agreement
−Removed: with BXP Shady Grove Lot 7 LLC, beginning in April 2023 and ending in December 2023.
−Removed: The payment term of the license agreement
−Removed: was $ 1,000 per month.
−Removed: Rent expense for the year ended December 31, 2023 was $ 12,000 .
−Removed: The Company has not renewed its lease and
−Removed: has a mailing address at 115 Pullman Crossing Road, Suite 103, Grasonville, Maryland 21638.
The Company has rented, on
1 unchanged sentence
The current rent
−Removed: 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 ,
+Added: for Johnson and Johnson is $ 787.50 per month, with rent expense for the nine months ended September 30, 2025 and 2024 of $ 5,513 and $ 1,750 ,
respectively.
11 unchanged sentences
As of May 2021, the second milestone had been completed and paid.
−Removed: For the six months ended
−Removed: June 30, 2025 and for the year ended December 31, 2024, no payments were made.
−Removed: A $ 400,000 payment was made to Ayala, together with payment
−Removed: of stock consideration, in connection with the Company’s purchase of the HER2 Assets on April 9, 2025, terminating this license
+Added: For the nine months ended
+Added: September 30, 2025 and for the year ended December 31, 2024, no payments were made.
+Added: A $ 400,000 payment was made to Ayala, together with
+Added: payment of stock consideration, in connection with the Company’s purchase of the HER2 Assets on April 9, 2025, terminating this
+Added: license agreement.
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 6 — COMMITMENTS AND CONTINGENCIES
22 unchanged sentences
products, royalty rates range from a percentage in the high single digits to low double digits.
−Removed: No royalties were payable in the six months
−Removed: ended June 30, 2025 and for the year ended December 31, 2024.
+Added: No royalties were payable in the nine
+Added: months ended September 30, 2025 and for the year ended December 31, 2024.
In connection with the purchase
6 unchanged sentences
statement of operations.
−Removed: No payments were due or made in 2024 or the six months ended June 30, 2025.
−Removed: The Company is studying the drug
−Removed: and is pursuing science that will lead to a toxicology study;
+Added: No payments were due or made in 2024 or the nine months ended September 30, 2025.
+Added: The Company is studying the
+Added: drug and is pursuing science that will lead to a toxicology study;
however, the work is in its early stages.
10 unchanged sentences
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 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 %.
−Removed: were due in the six months ended June 30, 2025 and for the year ended December 31, 2024.
+Added: were due in the nine months ended September 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 .
−Removed: For the six months ended June 30, 2025 and 2024, the total research
+Added: For the nine months ended September 30, 2025 and 2024, the total research
and development expenses recorded in the statement of operations was $ 0 and $ 86,687 , respectively.
7 unchanged sentences
Statistics Fees – 30% on Final Analysis $ 40,920
−Removed: Service Fees – Remainder Due Split monthly
+Added: Service Fees – Remainder Due Split monthly over course of study
George Clinical will track
2 unchanged sentences
The PTC Advance Fee will be used to offset final pass-through fees payable.
−Removed: As of June 30, 2025, the balance
−Removed: due to George Clinical was $ 0 , and the services agreement has terminated on its terms.
+Added: As of September 30, 2025, the
+Added: balance due to George Clinical was $ 0 , and the services agreement has terminated on its terms.
Biolacuna Ltd
4 unchanged sentences
Medicines Evaluation Board (MEB, Netherlands);
−Removed: ● Medicines and Healthcare products Regulatory
−Removed: Agency (MHRA, United Kingdom);
−Removed: Food and Drug Administration (FDA, United
−Removed: For the six months ended June
−Removed: 30, 2025, the Company has paid $ 459,4858 in consulting fees, with accounts payable as of June 30, 2025 of $ 1,118,343 .
−Removed: The contract with
−Removed: Biolacuna is estimated to exceed $ 2.2 million in 2025.
+Added: Medicines and Healthcare products Regulatory Agency (MHRA, United Kingdom);
+Added: Food and Drug Administration (FDA, United States).
+Added: For the nine months ended
+Added: September 30, 2025, the Company has paid $ 2,397,131 in consulting fees, with accounts payable as of September 30, 2025 of $ 2,022,496 .
+Added: The contract with Biolacuna is estimated to exceed $ 5.2 million in 2025.
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
−Removed: 6 — COMMITMENTS AND CONTINGENCIES (cont.)
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September
+Added: 30, 2025 and 2024
+Added: NOTE 6 — COMMITMENTS AND CONTINGENCIES (cont.)
Trustees for the University of Pennsylvania
−Removed: In connection with the purchase
−Removed: of the HER2 Assets, the Company was assigned by Ayala a licensing agreement with the Trustees of the University of Pennsylvania for HER2
−Removed: Constructs, the Company’s lead product candidate, and the use of Advaxis HER2 Constructs.
−Removed: The Company has agreed to pay an annual
−Removed: fee to the Trustees of the University of Pennsylvania.
−Removed: In April 2025, the Company paid a fee of $ 266,317 for the six months ended June
−Removed: 30, 2025 for the period from April 9, 2025 through April 8, 2026.
−Removed: In addition, the Company has agreed to pay a royalty of 1.5 % of net
−Removed: sales related to:
+Added: In connection with the purchase of the HER2 Assets, the Company was
+Added: assigned by Ayala a licensing agreement with the Trustees of the University of Pennsylvania for HER2 Constructs, the Company’s lead
+Added: product candidate, and the use of Advaxis HER2 Constructs.
+Added: The Company has agreed to pay an annual fee to the Trustees of the University
+Added: of Pennsylvania.
+Added: In April 2025, the Company paid a fee of $ 266,317 for the nine months ended September 30, 2025.
+Added: In addition, the Company
+Added: has agreed to pay a royalty of 1.5 % of net sales related to:
OST-HER2-related sales;
1 unchanged sentence
ADXS-504-related sales;
−Removed: ● Sales related to any new immunotherapy drug candidates
−Removed: created from the Lm platform during the term of such license.
+Added: Sales related to any new immunotherapy drug candidates created from the Lm platform during the term of such license.
Legal Proceedings
9 unchanged sentences
have a material adverse effect on the Company’s results of operations or financial position.
−Removed: The Company is currently in arbitration
−Removed: for a claim brought by its former investment advisor.
−Removed: The claim is for underwriter compensation for the Company’s initial public
−Removed: offering in August 2025.
−Removed: The Company believes the claim is meritless as it awaits a formal meeting.
+Added: The Company participated in an arbitration
+Added: hearing that ended on November 7, 2025 for a claim brought by its former investment advisor.
+Added: The claim is for underwriter compensation for the Company’s initial public offering in August 2024 along with any Company equity
+Added: offerings that continue for a period of 12 months thereafter.
+Added: The Company awaits a formal ruling by the arbitrators, which could take
+Added: two to three months.
+Added: The Company expects a resolution in February 2026.
NOTE 7 — EQUITY
5 unchanged sentences
to combine into the name common stock, with 50,000,000 shares authorized.
−Removed: As of June 30, 2025 and December 31, 2024, the Company had 29,918,194
−Removed: and 20,869,908 shares of common stock outstanding, respectively.
+Added: As of September 30, 2025 and December 31, 2024, the Company
+Added: had 33,269,981 and 20,869,908 shares of common stock outstanding, respectively.
Common stock has voting rights .
12 unchanged sentences
connection with the purchase of the HER2 Assets, (iii) 2,166,381 pre-funded warrants in connection with the purchase of the HER2 Assets,
−Removed: and (iv) 10,000 shares of common stock to an advisor in exchange for services.
−Removed: During a warrant exercise inducement period from June 23 to July 10,
−Removed: 2025, all warrant holders of the Series A Warrants that exercised such warrants at the then-current exercise price of $ 1.12 per share
−Removed: received a new warrant to purchase a number of shares of common stock equal to the number of shares exercised.
−Removed: Such new warrants have
−Removed: 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.
+Added: (iv) 10,000 shares of common stock to an advisor in exchange for services and (v) 2,181,257 shares of common stock in connection with
+Added: the Company’s warrant exercise inducement and exchange offering.
+Added: During the three months ended
+Added: September 30, 2025, the Company issued (i) 977,679 shares of common stock in connection with conversions of Series A Preferred Stock,
+Added: (ii) 2,507,386 shares of common stock in connection with the Company’s warrant exercise inducement and exchange offering and (iii)
+Added: 120,000 shares of common stock to an advisor in exchange for services.
+Added: Additionally, the Company received $ 1,050,000 in gross proceeds,
+Added: which was recorded as additional paid-in capital, from the exercise of Series A Warrants to purchase 937,500 shares of common stock, which
+Added: were issued subsequent to September 30, 2025.
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 7 — EQUITY (cont.)
+Added: During two warrant exercise
+Added: inducement period from June 23 to July 10, 2025 and August 29 to September 1, 2025, all warrant holders of the Series A Warrants that
+Added: 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
+Added: common stock equal to the number of shares exercised.
+Added: Such new warrants have an exercise price of $ 3.00 per share and a term of exercise
+Added: of five years from the date of issuance and are immediately exercisable.
Preferred Stock
10 unchanged sentences
had five million shares of authorized Preferred Stock, none of which were outstanding.
−Removed: The dividend due for the six
−Removed: months ended June 30, 2025 and for the year ended December 31, 2024 was $ 0 and $ 31,250 , respectively, for a total accrued dividend
−Removed: payable at June 30, 2025 of $ 375,000
+Added: The dividend due for the nine
+Added: months ended September 30, 2025 and for the year ended December 31, 2024 was $ 0 and $ 31,250 , respectively, for a total accrued dividend
+Added: payable at September 30, 2025 of $ 375,000 .
The Preferred Stock has the
22 unchanged sentences
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 7 — EQUITY (cont.)
1 unchanged sentence
The following are the common
−Removed: stock options issued to employees and consultants for services during the six months ended June 30, 2025:
+Added: stock options issued to employees and consultants for services during the nine months ended September 30, 2025:
Common Stock Options
3 unchanged sentences
Outstanding at January 1, 2025 2,866,750 $ 1.86 3.92 -
−Removed: Outstanding at June 30, 2025 2,866,750 $ 1.86 3.92 -
−Removed: Exercisable at June 30, 2025 -
−Removed: The fair value of the options granted during the year ended December
−Removed: 31, 2024 was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
−Removed: December 31, 2024
+Added: Outstanding at September 30, 2025 2,866,750 $ 1.86 3.92 -
+Added: Exercisable at September 30, 2025 -
+Added: The fair value of the options
+Added: granted during the year ended December 31, 2024 was estimated at the date of grant using the Black-Scholes option-pricing model with the
+Added: following assumptions:
Volatility (based on peer companies) 106 %
2 unchanged sentences
Estimated Life in years 2.95
−Removed: During the six months
−Removed: ended June 30, 2025 and 2024, the Company recognized share-based compensation expense of $ 1,846,464 and $0 , respectively, related to common
+Added: During the nine months ended
+Added: September 30, 2025 and 2024, the Company recognized share-based compensation expense of $ 2,661,396 and $0 , respectively, related to common
stock options.
−Removed: The Company expects to recognize additional compensation expense of $ 1,397,662 in second half of 2025 related to these
+Added: The Company expects to recognize additional compensation expense of $ 582,731 in fourth quarter of 2025 related to these
common stock options assuming all awards will vest.
26 unchanged sentences
The Mezzanine Equity during
−Removed: the period from April 9, 2025 through June 30, 2025 had converted to 3,962,129 shares of common stock.
−Removed: Of the original 1,775,750 shares
−Removed: of Series A Preferred Stock, a total of 1,109,500 shares were converted during this period.
+Added: the period from April 9, 2025 through September 30, 2025 had converted to 4,939,808 shares of common stock.
+Added: Of the original 1,775,750
+Added: shares of Series A Preferred Stock, a total of 273,750 and 1,383,250 shares were converted during the three months and nine months ended
+Added: September 30, 2025, respectively.
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 8 — REDEEMABLE PREFERRED STOCK, MEZZAININE
28 unchanged sentences
and (4) expected stock price volatility
−Removed: As of June 30, 2025, the carrying
−Removed: value of the Warrant liability in aggregate was $0 .
−Removed: For the six months ended June 30, 2025, the Company recorded a gain on the change
−Removed: in fair value of the Warrant Liability in the amount of $ 1,424,603 and a $ 878,153 deduction due to reclassification to equity.
−Removed: 30, 2025 and December 31, 2024, the carrying value of the Warrant liability in aggregate was $0 and $ 1,971,975 , respectively.
+Added: As of September 30, 2025,
+Added: the carrying value of the Warrant liability in aggregate was $0 .
+Added: For the nine months ended September 30, 2025, the Company recorded a
+Added: 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
+Added: As of September 30, 2025 and December 31, 2024, the carrying value of the Warrant liability in aggregate was $0 and $ 1,971,975 ,
+Added: respectively.
The Series A Preferred Stock
10 unchanged sentences
the allocation of the cash proceeds and changes in Warrant Liability in the consolidated statement of operations as of and for the period
−Removed: from December 31, 2024 to June 30, 2025.
+Added: from December 31, 2024 to September 30, 2025.
+Added: September 30,
Cash proceeds
4 unchanged sentences
Unallocated cash proceeds
+Added: September 30,
Warrant Liability as of December 31, 2024
5 unchanged sentences
Stockholder approval on April 9, 2025 - warrants turn into Equity
−Removed: Warrant Liability as of June 30, 2025
+Added: Warrant Liability as of September 30, 2025
OS Therapies Incorporated
−Removed: Notes to the Financial Statements
−Removed: For the Three and Six Months Ended June 30, 2025 and 2024
+Added: Notes to the Consolidated Financial Statements
+Added: For the Three and Nine Months Ended September 30, 2025 and 2024
NOTE 9 — SEGMENT AND GEOGRAPHIC INFORMATION
7 unchanged sentences
technology and development, and general and administrative expenses.
−Removed: The following table presents selected financial information with respect
−Removed: to the Company’s single operating segment for the three and six months ended June 30, 2025 and 2024:
+Added: The following table presents
+Added: selected financial information with respect to the Company’s single operating segment for the three and nine months ended September
+Added: 30, 2025 and 2024:
+Added: September 30,
+Added: September 30,
+Added: September 30,
+Added: September 30,
OPERATING EXPENSES
5 unchanged sentences
( 16,717,809 )
+Added: ( 3,847,422 )
OTHER INCOME/EXPENSE
11 unchanged sentences
Series A Warrant Exercises
−Removed: – From July 1, 2025 through the date of this filing, an aggregate of
−Removed: 1,621,060 shares of common stock have been issued upon exercise of the Series A Warrants.
−Removed: Series A Preferred Stock
−Removed: Conversions – From July 1, 2025 through the date of this filing, an aggregate of
−Removed: 352,679 shares of common stock have been issued upon conversion of the Series A Preferred Stock.
+Added: – On October 15, 2025, Series A Warrants were exercised for an aggregate of 1,250,000 prepaid shares of common stock, 950,000 of
+Added: which were paid for and issued and 300,000 shares of which have been paid for and are available for issuance at a future date.
+Added: 12, 2025, Series A Warrants were exercised for an aggregate of 558,036 prepaid shares of common stock, which have been paid for and are
+Added: available for issuance at a future date.
+Added: Ayala Share Issuance
+Added: – On November 3, 2025, following stockholder approval at the Company’s 2025 annual meeting of stockholders, the Company issued
+Added: to Ayala 444,041 shares of common stock owed to it pursuant to the HER2 Purchase Agreement.
Filing of Registration
4 unchanged sentences
from time to time under an at market issuance sales agreement.
−Removed: As of the date of this report, the Company has not sold any securities
−Removed: under the Form S-3.
+Added: As of the date of this report, the Company has sold an aggregate of 189,600
+Added: shares of common stock under the market issuance sales agreement.
+Added: Annual Meeting Approvals – On October
+Added: 21, 2025, the Company held its 2025 annual meeting of stockholders, whereby the stockholders approved the following proposals, among others:
+Added: (i) the issuance to Ayala of 441,041 shares owed to it pursuant to the HER2 Purchase Agreement, (ii) an amendment of the Company’s
+Added: third amended and restated certificate of incorporation, as amended, to increase the number of shares of the Company’s common stock
+Added: authorized for issuance thereunder from 50 million to 150 million, (iii) an amendment to the Company’s 2023 Incentive Compensation
+Added: Plan, as amended, to (a) increase the number of shares of common stock available for issuance thereunder from 4 million to 10 million
+Added: and (b) increase the maximum number of shares of common stock granted to any one individual that is intended to qualify as “performance-based
+Added: compensation” and (iv) a resolution approving a shareholder rights agreement and authorizing the Company’s board of directors
+Added: to adopt and implement such shareholder rights agreement at such time, if any, as the Company’s board of directors determines to
+Added: be appropriate and in the best interests of the Company.
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.