Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
During the three months ended September 30, 2025, we issued 120,000
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.
48
Item 6. Exhibits.
The following exhibits are
filed with this Quarterly Report on Form 10-Q:
Exhibit No.
Description
1.1
At Market Issuance Sales Agreement, dated August 8, 2025, between OS Therapies Incorporated and B. Riley Securities, Inc. and JonesTrading Institutional Services LLC (incorporated by reference to Exhibit 1.2 to the Registration Statement on Form S-3 filed with the SEC on August 8, 2025).
3.1
Amendment No. 1 to the Amended and Restated Bylaws of OS Therapies Incorporated (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on August 15, 2025).
4.1
Form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on June 24, 2025).
4.2
Form of Senior Indenture between the Registrant and one or more trustees to be named (incorporated by reference to Exhibit 4.13 to the Registration Statement on Form S-3 filed with the SEC on August 8, 2025).
4.3
Form of Subordinated Debt Indenture between the Registrant and one or more trustees to be named (incorporated by reference to Exhibit 4.14 to the Registration Statement on Form S-3 filed with the SEC on August 8, 2025).
10.1
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 September 2, 2025).
31.1
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. § 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
The following consolidated financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (unaudited); (ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (unaudited); (iii) Consolidated Statements of Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2025 and 2024 (unaudited); (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited); and (v) Notes to the Consolidated Financial Statements (unaudited).
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL (included as Exhibit 101).
* Furnished herewith.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
OS THERAPIES INCORPORATED
Date: November 14, 2025
By:
/s/ Paul Romness
Paul Romness
Chief Executive Officer
(Principal Executive Officer)
Date: November 14, 2025
By:
/s/ Christopher Acevedo
Christopher Acevedo
Chief Financial Officer
(Principal Financial and Accounting Officer)
50
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.