What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-31 compared with 2025-03-31 · 841 added, 691 removed, 743 unchanged (67% of the section changed)

Financial Statements and Supplementary

OS THERAPIES INCORPORATED

INDEX TO FINANCIAL STATEMENTS

OS THERAPIES I NCORPORATED

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Balance Sheets as of December 31, 2024 and 2023 71

Statements of Operations for the years ended December 31, 2024 and 2023 72

Statements of Stockholders’ Deficit for the years ended December

31, 2024 and 2023 73

Statements of Cash Flows for the years ended December 31, 2024 and 2023 74

Notes to the Financial Statements 75

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

Consolidated Balance Sheets as of December 31, 2025 and 2024 71

Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 72

Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025 and 2024 73

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 74

Notes to the Consolidated Financial Statements 75

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

1 unchanged sentence

Opinion on the Financial Statements

We have audited the accompanying balance

sheets of OS Therapies Incorporated (the “Company”) as of as of December 31, 2024 and 2023, and the related statements of

operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended,

in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance

sheets of OS Therapies Incorporated and its subsidiaries (collectively, the “Company”) as of December 31, 2025 and 2024,

and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended,

and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of

its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United

States of America.

Going Concern Matter

The accompanying financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the

Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability

to continue as a going concern.

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company

has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue

as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do

not include any adjustments that might result from the outcome of this uncertainty.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

6 unchanged sentences

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

As part of our audits we are required to obtain an

understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the

Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well

as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

1 unchanged sentence

www.malonebailey.com

We have served as the Company's auditor

We have served as the Company’s auditor since

Houston, Texas

1 unchanged sentence

OS Therapies Incorporated

Balance Sheets

Consolidated Balance Sheets

Current Assets

Deferred Offering Costs

Prepaid expenses

Total Current Assets

1 unchanged sentence

Fixed assets (net)

Patent (net of amortization)

Total-Long Term Assets

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT

1 unchanged sentence

Accounts payable

Accrued Interest on Convertible Notes

Accrued expenses

1 unchanged sentence

Accrued payroll and payroll taxes

Redemption Premium

Preferred dividends payable

Convertible Notes – A (Net Debt Discount)

Convertible Notes – A (Related Party Net Debt Discount)

Convertible Notes – B (Net Debt Discount)

Convertible Notes – C (Net Debt Discount)

Convertible Notes – D (Net Debt Discount)

Convertible Notes – E (Net Debt Discount)

Convertible Notes – F (Net Debt Discount)

Warrant Liability (Net of Discount)

Make-whole Stock Liability

Warrant liability

Total Current Liabilities

4 unchanged sentences

MEZZANINE EQUITY:

Series A Convertible Preferred Stock, par value $ 0.001 , 2,500,000 shares authorized;

Series A Convertible Preferred Stock, par value $ 0.001 , 2,500,000 shares

392,500 and 1,775,750 issued and outstanding, respectively

14 unchanged sentences

The accompanying notes are an integral part

of these financial statements.

of these consolidated financial statements.

OS Therapies Incorporated

Statements of Operations

Consolidated Statements of Operations

For the Years Ended December 31, 2025 and 2024

2 unchanged sentences

OPERATING EXPENSES

Research & Development

General & Administrative

Research and development

General and administrative

Loss from operations

3 unchanged sentences

Interest income

Non-Operating Income

Non-Operating Expenses

Interest expense

( 2,051,839 )

Non-operating income

Non-operating expenses

( 1,472,995 )

Change in fair value of warrant liability

TOTAL OTHER INCOME/EXPENSE

2 unchanged sentences

( 8,882,938 )

( 7,791,582 )

Cumulative Series A preferred stock dividend requirement

Deemed Dividend on Series A Convertible Preferred Stock

( 1,971,975 )

NET LOSS available to common shareholders

2 unchanged sentences

Weighted average # of shares

Basic & Diluted Loss per Common Share Outstanding

Basic and diluted loss per common share outstanding

The accompanying notes are an integral part

of these financial statements.

of these consolidated financial statements.

OS Therapies Incorporated

Statements of Stockholders’ Deficit

Consolidated Statements of Stockholders’

For the Years Ended December 31, 2025 and 2024

1 unchanged sentence

Stockholders’

Balances, December 31, 2022

$ ( 21,601,603 )

$ ( 17,557,228 )

Make Whole Liability to Common Stock

Unwind of Make-whole stock Liability

Preferred Dividends

( 7,791,582 )

Balances, December 31, 2023

December 31, 2023

$ ( 29,518,187 )

7 unchanged sentences

Issuance of Common Stock to Investment Advisor

Conversion of Make-Whole Liability to common stock

Issuance of Common Stock to Investment Advisor

Surrender of Common Stock Investors

2 unchanged sentences

Shares issued for Interest

Deemed Dividend on Series A Convertible Preferred Stock

( 8,882,938 )

Balances, December 31, 2024

$ ( 38,432,375 )

$ ( 3,266,538 )

Commitment shares issued for Equity Line of Credit

Common Stock issued for Services

Stock-based compensation

Conversion of Preferred Shares Mezzanine Equity to Common Stock

Issuance of Common Stock for Patent License

Sale of Common Stock to Investors

Conversion of Warrants to Common Stock

Warrants Liability Reclass Preferred Stock

Warrants exercised and proceeds received, shares pending issuance

( 28,753,844 )

Balances, December 31, 2025

2 unchanged sentences

The accompanying notes are an integral part

of these financial statements.

of these consolidated financial statements.

OS Therapies Incorporated

Statements of Cash Flows

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2025 and 2024

2 unchanged sentences

$ ( 8,882,938 )

Depreciation expense

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

Depreciation and amortization expense

Amortization of debt discounts issuance and warrants

Make-whole expense

Shares issued for services

Shares issued for interest expense

Change in value of warrant liabilities

( 1,424,603 )

Commitment shares issued for equity line of credit

Common shares issuance for services

Stock-based compensation

Amortization of non-cash prepaids

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

8 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES

Shareholder Loan Repayment

Net cash provided by investing activities

Patent License Acquisition

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Deferred Offering Costs

Prepaid warrants (net of fees)

Common stock issuance (net of fees)

Short-term borrowings

Short-term loan repayments

Sale of preferred stock

Initial public offering (net of fees)

Sale of Preferred Stock & Warrants

Net proceeds from conversion of debt A, B, C, D, E & F

1 unchanged sentence

Net change in cash

( 5,263,697 )

Cash – beginning of period

5 unchanged sentences

Deemed dividend on Series A convertible preferred stock

Conversion of Make Whole Liability to common stock

Mezzanine equity conversion (net of costs)

Conversion of preferred stock to common stock

3 unchanged sentences

Issuance of common stock to investor advisor – settlement

Conversion of make-whole liability to common stock

Clawback of common stock for over issuance

Unwind of 4 % anti-dilution to Noble”

Deferred offering costs recorded as accounts payable

Common stock issued for patent purchase

Reclassification of warrants liability to equity

Shares issued for prepaid services

The accompanying notes are an integral part

of these financial statements.

of these consolidated financial statements.

OS Therapies Incorporated

Notes to the Financial Statements

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

9 unchanged sentences

2025, there is one ongoing clinical trial for Osteosarcoma therapy.

OS Animal Health Corp

On June 25, 2025, the Company

formed OS Animal Health Corp, a Delaware corporation and wholly owned subsidiary.

The subsidiary had minimal activity during the year

ended December 31, 2025, consisting primarily of investor relations and audit-related expenses.

During this period, the Company entered

into a license agreement with the subsidiary, pursuant to which it granted the subsidiary rights to use the HER2 Assets (as defined below).

OS Therapies UK LTD

On August 29, 2025, the Company

formed OS Therapies UK LTD, a United Kingdom corporation and wholly owned subsidiary.

This subsidiary serves as the Company’s research

and development arm and had substantial operating activity during 2025.

The Company has transitioned its research and development activities

to this subsidiary and intends to enter into an intercompany loan agreement, which is currently pending.

The Company has prepared its

financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy its liabilities in the

normal course of business.

However, the Company has incurred net losses since its inception and has negative operating cash flows.

circumstances raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements

do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts

and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue

as a going concern.

consolidated financial statements on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities

in the normal course of business.

Since inception, the Company has incurred significant net losses and negative cash flows from operations.

During the year ended December 31, 2025, the Company incurred a net loss of $ 28.8 million and used $ 14.2 million in cash for operating

As of December 31, 2025, the

Company had cash of $ 5,533,527 .

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

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

Company had cash and cash equivalents of $ 269,830 .

Management has evaluated whether there are conditions and events, considered in the

aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date

that these consolidated financial statements are issued.

The Company’s current cash balance is insufficient to fund operations.

During 2025, the Company incurred significant expenses, primarily related to activities in preparation for potential regulatory approvals

Food and Drug Administration and other regulatory authorities.

The Company expects vendor and related costs associated with

these efforts to total approximately $ 25.0 million and continue into 2026.

These factors raise substantial doubt about the Company’s

ability to continue as a going concern.

The Company’s ability

to continue as a going concern is dependent upon its ability to raise additional capital to fund its research and development and future

Management’s plans to mitigate these conditions include:

● Equity and Debt Financing:

The Company is actively

seeking additional capital through public or private equity offerings or debt financings.

However, there can be no assurance

that the Company will be successful in sequestering additional financing on favorable terms, or at all.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING

Basis of Presentation

The accompanying financial

statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

The accompanying consolidated

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.

Principles of Consolidation

The consolidated financial

statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiaries.

The Company consolidates

all entities in which it has a controlling interest.

Use of Estimates

The preparation of financial

statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the amounts reported in

its financial statements and accompanying notes.

On an ongoing basis, management evaluates these estimates and judgments, which are based

on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the

circumstances.

By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from

management’s estimates.

The preparation of consolidated

financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the amounts reported

in its consolidated financial statements and accompanying notes.

On an ongoing basis, management evaluates these estimates and judgments,

which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable

under the circumstances.

By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may

differ from management’s estimates.

Cash consists primarily of

6 unchanged sentences

relationships.

As of December 31, 2024, and December 31, 2023, Chase Bank Checking account had $ 5,216,354 and $ 88 , respectively.

Savings account had $ 20,000 and $ 0 as of December 31, 2024 and December 31, 2023, respectively.

As of December 31, 2024 and December 31,

2023, SVB Bank Checking account had $ 287,173 and $ 28,893 , respectively, and the SVB Money Market account had $ 10,000 and $ 10,000 , respectively.

The accounts in excess of the FDIC limits are the Chase checking account and the SVB Bank Checking account.

As of December 31, 2025 and December 31, 2024, JPMorgan Chase Bank checking account had $ 233,490 and $ 5,216,354 , respectively,

and the JPM Chase savings account had $ 20,269 and $ 20,021 , respectively.

As of December 31, 2025 and December 31, 2024, Silicon Valley

Bank checking account had $ 6,071 and $ 287,173 , respectively, and the SVB money market account had $ 10,000 and $ 10,000 , respectively.

JPM Chase and SVB checking accounts were in excess of the FDIC limits for the year ended December 31, 2024.

Redeemable Preferred Stock and Mezzanine

The Company’s Series

A Preferred Stock, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

(“ASC”) Topic 480 (“ASC 480”), 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.

The initial cash proceeds of $ 6,050,000 were allocated to the Warrants and the residual proceeds were allocated to the

Series A Preferred Stock.

Because the Series A Preferred Stock is classified as a mezzanine equity, the Company will record a deemed

dividend for the accretion of the Series A Preferred Stock to carrying value in accordance with ASC 480.

A Senior Convertible Preferred Stock, par value $ 0.001 per share (the “Series A Preferred Stock”), is classified as mezzanine

equity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

Topic 480 (“ASC 480”) due to its redemption features upon the occurrence of a deemed liquidation event, including (i) a merger

or consolidation or (ii) the sale, lease, transfer, or other disposition of substantially all of the Company’s assets.

from the issuance were allocated between the Series A Preferred Stock and the accompanying warrants to purchase shares of common stock

(the “Series A Warrants”) on a relative fair value basis.

Of the initial $ 6,050,000 in proceeds, a portion was allocated to

the Series A Warrants, with the residual allocated to the Series A Preferred Stock.

Similarly, of the subsequent $ 1,053,000 in proceeds,

a portion was allocated to the Series A Warrants, with the residual allocated to the Series A Preferred Stock.

OS Therapies Incorporated

Notes to the Financial Statements

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

5 unchanged sentences

Any items costing below the threshold or not

fitting the definition of a capital asset will be expensed in the financial statements.

All capital assets are recorded at historical

cost as of the date acquired.

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

fitting the definition of a capital asset will be expensed in the consolidated financial statements.

All capital assets are recorded at

historical cost as of the date acquired.

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

statement purposes.

Patent Amortization

On April 9, 2025, 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.

These intangible assets

are amortized on a straight-line basis over their estimated useful lives, with amortization recorded quarterly.

Amortization expense for

the years ended December 31, 2025 and 2024 was $ 360,305 and $ 0 , respectively.

Patent and 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 transaction was accounted for as an asset acquisition

in accordance with ASC 805.

In connection with the acquisition,

the Company assumed certain specified liabilities and paid 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 fair value of the common stock issued was determined using the closing price of $ 1.34 per share

on April 9, 2025, resulting in a total equity value of $ 6,398,014 and a corresponding reduction in total purchase consideration.

value of the purchase consideration is summarized below:

Legal fees paid on behalf of Ayala

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

Total fair value of consideration transferred

The acquired intangible assets

consist primarily of a portfolio of patents and related licenses, including patents covering “Compositions and Methods for Evaluating

Potency of Listeria-Based Immunotherapeutics,” which underpin the Company’s lead programs.

These patents have an effective

filing date of April 19, 2019 and an estimated remaining useful life of approximately 14 years.

The assets are amortized on a straight-line

basis over their estimated useful lives.

Amortization expense was $ 360,305 and $ 0 for the years ended December 31, 2025 and 2024, respectively.

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING

POLICIES (cont.)

As of December 31, 2025, expected

future amortization expense is as follows:

2031 and thereafter

Impairment of Long-Lived Assets

13 unchanged sentences

the Company’s initial public offering and that were charged to stockholders’ equity upon the completion of such offering.

On December 31, 2024, the Company had $0 in capitalized deferred offering costs.

On December 31, 2023, the Company had $ 751,050 in 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.

As of December 31, 2025 and 2024, the Company had no capitalized deferred offering costs.

Upon the completion of the Company’s initial

public offering on August 2, 2024, all deferred offering costs were charged to stockholders’ deficit.

Research and Development Costs

20 unchanged sentences

OS Therapies Incorporated

Notes to the Financial Statements

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

2 unchanged sentences

Short-term Leases

For short-term leases, 12

months or less, we record rent expense.

Our only lease currently meets this exemption and has been expensed.

have not renewed the current lease due to landlord restrictions;

the ownership is renovating the premises.

We have temporarily moved our

primary office to 115 Pullman Crossing Road, Suite #103, in Grasonville, Maryland 21638.

The space is the primary office of our Chief

Financial Officer and is being provided rent free.

In May 2024, we signed a month-to-month lease with JLabs for $ 750 per month, primarily

to have meetings in New York City and to have an office for our staff when they are in town.

For short-term leases with

a term of 12 months or less, the Company recognizes lease expense on a straight-line basis over the lease term.

The Company’s current

lease arrangements qualify for this short-term lease exemption and are expensed as incurred.

The Company did not renew its prior lease

due to landlord restrictions related to renovations of the premises and has temporarily relocated its primary office to 115 Pullman Crossing

Road, Suite #103, Grasonville, Maryland 21638.

This space, which serves as the primary office of the Company’s Chief Financial Officer,

is being provided at no cost.

In May 2024, the Company entered into a month-to-month lease agreement with JLabs for general office space

in New York City, primarily for meetings and use by staff when visiting.

The monthly lease payment was $ 750 and increased to $ 787.50 effective

January 1, 2025.

The Company accounts for income

11 unchanged sentences

The standard applies to all tax positions and clarifies the recognition

of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement.

The first step involves

assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits.

step involves measurement of the amount to be recognized.

of tax benefits in the consolidated financial statements by providing for a two-step approach of recognition and measurement.

step involves assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits.

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.

The Company recognizes the impact of an uncertain income tax position in the financial

statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority.

The Company recognizes the impact of an uncertain income tax position in the consolidated

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

2 unchanged sentences

had no unrecognized uncertain income tax positions.

Deferred tax assets:

Net operating loss carryforwards

General business credit carryover

R&D credit (available for payroll tax offset)

Valuation allowance

( 13,214,741 )

( 8,501,235 )

Total deferred tax assets

Basic and Diluted Loss per Share

10 unchanged sentences

is antidilutive.

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING

POLICIES (cont.)

Below is a table listing all

1 unchanged sentence

Common Stock Equivalents

Convertible Debt

Make-Whole Liability

Preferred Stock

Preferred Stock Warrants

The shares of Series A Convertible

Preferred Stock issued on December 31, 2024 are not included in the above table as stockholder approval is required for the issuance of

shares of common stock upon any conversion thereof.

As of December 31, 2024, the maximum number of shares of common stock to be issued

upon conversion of all of the 1,512,500 Series A Convertible Preferred Stock is 6,050,000 shares of common stock .

Series A Senior Convertible Preferred Stock

Underwriter/Placement Agent Warrants

Inducement Warrants

Prepaid Common Stock Not Issued

Series A Warrants

The Series A Convertible Preferred

Stock issued on December 31, 2024, is not reflected in the table above as of December 31, 2024, because stockholder approval was required

for the issuance of common stock upon conversion.

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

common stock underlying the Series A Preferred Stock, which is classified as mezzanine equity, and for the Series A Warrants.

Upon approval,

the conversion price of the Series A Preferred Stock and the exercise price of the Series A Warrants were automatically adjusted to $ 1.12

per share, based on the volume-weighted average price of the Company’s common stock for the 10 trading days immediately preceding

April 9, 2025.

This adjustment established a conversion multiplier of 3.571429 common shares per preferred share.

As of December 31, 2025,

392,500 non-converted shares of Series A Preferred Stock were outstanding, which, using the conversion multiplier, are exercisable into

1,401,786 shares of common stock.

As of December 31, 2025, a

total of 319,711 shares of common stock were underlying outstanding underwriter and placement agent warrants, consisting of 112,000 shares

issued in connection with the Company’s initial public offering and 207,711 shares issued to placement agents in connection with

the PIPE financing in December 2024 and January 2025.

During the Company’s two warrant exercise and inducement offerings,

held June 23 to July 10, 2025, and August 29 to September 1, 2025, warrant holders who exercised their existing warrants received new

warrants with an exercise price of $ 3.00 per share.

In total, warrants to purchase 7,154,338 shares of common stock were exercised in

exchange for new warrants to purchase an equal number of shares.

Warrant holders who pre-funded

conversions during the August 29 to September 30, 2025 offering received an aggregate of 937,500 prepaid shares of common stock and additionally

funded 504,018 prepaid shares, resulting in a total of 1,441,518 prepaid warrants.

OS Therapies Incorporated

Notes to the Financial Statements

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

17 unchanged sentences

The carrying value of the

Company’s cash, accounts payable, and accrued expenses are approximate fair value because of the short-term maturity

of these financial instruments.

Company’s cash, accounts payable, and accrued expenses are approximate fair value because of the short-term maturity of these financial

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 December 31, 2024, the carrying value of the warrant liability in the aggregate was $ 1,971,975 (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 December 31, 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

14 unchanged sentences

OS Therapies Incorporated

Notes to the Financial Statements

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

NOTE 2 — SIGNIFICANT

ACCOUNTING POLICIES (cont.)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Warrant Liability

5 unchanged sentences

at the end of each reporting period.

The warrants issued in connection with a Securities Purchase Agreement,

dated as of December 24, 2024 (the “Purchase Agreement”), are recognized as a derivative liability in accordance with ASC

The Company recognizes the warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting

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.

Series A Warrants issued in connection with a Securities Purchase Agreement, 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.

Recent Accounting Pronouncements

The Company has evaluated

all recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial position,

results of operations, or cash flows.

Accounting Principles

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, requiring public

companies to disclose information about their reportable segments’ significant expenses and other segment items on an interim and

annual basis.

Public companies with a single report segment are required to apply the disclosure requirements in ASU 2023-07, as well

as all existing segment disclosures and reconciliation requirements of ASU 2023-07 during the year ended December 31, 2024.

operates as one operating segment and the Company’s CEO is the chief operating decision maker (“CODM”).

The CODM uses

the consolidated statement of operations to assess financial performance and allocate resources.

all recently issued accounting pronouncements and plans to adopt ASU 2024-03, Disaggregated Income Statement Disclosure, in the notes

to its audited financial statements for the year ending December 31, 2026.

In December 2023, the FASB issued final guidance in ASU No.

2023-09, Income Taxes (ASC 740):

Improvements to Income Tax Disclosures requiring

entities to provide additional information in the rate reconciliation and disclosures about income taxes paid.

For the public business

entities, the guidance is effective for annual periods beginning after December 15, 2024.

No other recently issued accounting pronouncements are expected

to have a material impact on the Company’s financial statements at this time.

NOTE 3 — RELATED PARTY TRANSACTIONS

Accrued Payroll

On December 31, 2024 and December

31, 2023, the Company had a payroll payable to the CEO of $ 8,871 and $ 300,000 , respectively, and related payroll taxes payable of $ 88,386

and $ 7,830 , respectively.

During the period ended December 31, 2024 and December 31, 2023, the Company made advances on the payroll payable,

and the CEO made repayments.

As of December 31, 2025 and

2024, the Company had payroll payable to the CEO of $ 36,792 and $ 8,871 , respectively, and related payroll taxes payable of $ 1,279 and $ 88,386 ,

respectively.

During the years ended December 31, 2025 and 2024, the Company made advances on payroll payable, and the CEO repaid amounts

previously advanced.

OS Therapies Incorporated

Notes to the Financial Statements

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

6 unchanged sentences

Advances during 2025

Repayments 2025

Balance December 31, 2025

In the second and third quarters

of 2024, paychecks were issued to Paul Romness, CEO.

The paychecks comprised the remaining balance of backpay, less all 2023 payroll advances.

The payroll taxes were paid that were associated with the backpay and regular pay and are fully paid.

The balance of accrued payroll for

Romness on December 31, 2024 of $ 8,870 represents a board approved 2024 bonus that was approved and paid in January 6, 2025.

advances shown as employee advances were repaid by December 31, 2024 from Mr.

Romness’s pending bonus paycheck.

During the second and third

quarters of 2024, the Company issued paychecks to Paul Romness, CEO, representing the remaining balance of backpay, net of all 2024 payroll

Payroll taxes related to both backpay and regular compensation were fully paid.

All related-party payroll advances to Mr.

Romness, previously recorded as employee advances, were

fully repaid during 2025.

The balance of related-party payroll advances for Mr.

Romness was $ 0 during 2025.

All advances for 2024

were repaid in full as of December 31, 2024.

Related Parties — Convertible

Ted Search and John Ciccio,

collectively known as Mill River Partners LLC, are members of the Board and held convertible notes with face amounts of $ 0 and $ 150,000

as of December 31, 2024, and December 31, 2023, respectively.

The convertible notes were converted into common stock upon consummation

of the Company’s initial public offering on August 2, 2024.

Mill River Partners LLC, an

entity affiliated with Ted Search and John Ciccio, members of the Company’s board of directors, held convertible notes with face

amounts of $ 0 as of December 31, 2025, and December 31, 2024.

These notes were converted into shares of the Company’s common stock

upon the closing of the Company’s initial public offering on August 2, 2024.

Related Party Accounting Fees

The Company has a bill in

accounts payable of $ 26,765 for the period ended December 31, 2024 and $ 32,102 for the period ended December 31, 2023 to Shore Accountants

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

As of December 31, 2025 and

2024, the Company had accounts payable of $ 0 and $ 26,765 , respectively, to Shore Accountants MD Inc., an outside accounting firm that

provides payroll, bookkeeping, and tax preparation services.

Shore Accountants MD Inc.

is wholly owned by Christopher Acevedo, the Company’s

Chief Financial Officer.

NOTE 4 — CONVERTIBLE DEBT

11 unchanged sentences

F 6 % 10/31/2024 None 50 % $ —

Blink Bio 10 % 3/15/2022 None 100 % $ —

BlinkBio 10 % 3/15/2022 None 100 % $ —

The above convertible notes

1 unchanged sentence

OS Therapies Incorporated

Notes to the Financial Statements

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

37 unchanged sentences

amortized cost.

On August 2, 2024, the Company consummated its initial public

offering, and the convertible notes, including accrued interest, converted into shares of the Company’s common stock.

The convertible debt balance

on December 31, 2024 and December 31, 2023 is summarized as follows:

Principal amount outstanding

discounts (issuance, redemptions)

Amortization of discounts

Carrying value

Less Related Party Portion

Convertible Notes – A

On August 2, 2024, the Company consummated its initial public offering, and the convertible notes, including accrued interest,

converted into shares of the Company’s common stock.

As of December 31, 2025 and

2024, the balance of the convertible notes was $ 0 and $ 0 , respectively, as the notes were converted into 263,499 shares of the Company’s

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

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

10 unchanged sentences

Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below).

stated Maturity Date was extended October 24, 2023, under the same terms, until October 31, 2024.

The stated Maturity

Date was extended on October 24, 2023, under the same terms, until October 31, 2024.

The Notes will automatically

24 unchanged sentences

As a result, the Notes were recorded at the amortized cost.

August 2, 2024, the Company consummated its initial public offering, and the convertible notes, including accrued interest, converted

into shares of the Company’s common stock.

The convertible debt balance

at December 31, 2024 and December 31, 2023 is summarized as follows:

Principal amount outstanding

discounts (issuance, redemptions, warrants)

( 1,818,939 )

Amortization of discounts

Carrying value

On August 2, 2024, the Company consummated its initial

public offering, and the convertible notes, including accrued interest, converted into shares of the Company’s common stock.

As of December 31, 2025 and

2024, the balance of the convertible notes was $ 0 and $ 0 , respectively, as the notes were converted into 1,288,500 shares of the Company’s

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

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

10 unchanged sentences

Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below).

stated Maturity Date was extended October 24, 2023, under the same terms, until October 31, 2024.

The stated Maturity

Date was extended on October 24, 2023, under the same terms, until October 31, 2024.

The Notes will automatically

15 unchanged sentences

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

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.

It has been determined that the appropriate guidance for share-settled debt is ASC 835.

As a result, the Notes were recorded at the

amortized cost.

On August 2, 2024, the Company consummated its initial public

offering, and the convertible notes, including accrued interest, converted into shares of the Company’s common stock.

The convertible debt balance

on December 31, 2024 and December 31, 2023 is summarized as follows:

Principal amount outstanding

discounts (issuance, redemptions, warrants)

( 1,063,223 )

Amortization of discounts

Carrying value

Notes in accordance with 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.

It has been determined that the appropriate guidance for share-settled

debt is ASC 835.

As a result, the Notes were recorded at the amortized cost.

On August 2, 2024, the Company consummated its initial

public offering, and the convertible notes, including accrued interest, converted into shares of the Company’s common stock.

As of December 31, 2025 and

2024, the balance of the convertible notes was $ 0 and $ 0 , respectively, as the notes were converted into 986,250 shares of the Company’s

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

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

10 unchanged sentences

Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below).

stated Maturity Date was extended October 24, 2023 under the same terms, until October 31, 2024.

The stated Maturity

Date was extended on October 24, 2023, under the same terms, until October 31, 2024.

The Notes will automatically

12 unchanged sentences

In connection with the Group

D Convertible Notes, the Company agreed to issue an additional 125,000 shares of common stock to the Group D Holders, prorated based

on such Holder’s investment amount, as an inducement for their investment in the Group D Convertible Notes.

D Convertible Notes, the Company agreed to issue an additional 125,000 shares of common stock to the Group D Holders, prorated based on

such Holder’s investment amount, as an inducement for their investment in the Group D Convertible Notes.

The Company, at its option,

11 unchanged sentences

As a result, the Notes were recorded at the amortized cost.

August 2, 2024, the Company consummated its initial public offering, and the convertible notes, including accrued interest, converted

into shares of the Company’s common stock.

On August 2, 2024, the Company consummated its initial

public offering, and the convertible notes, including accrued interest, converted into shares of the Company’s common stock.

OS Therapies Incorporated

Notes to the Financial Statements

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT

The convertible debt balance

at December 31, 2024 and December 31, 2023 is summarized as follows:

Principal amount outstanding

discounts (issuance, redemptions, warrants)

( 1,864,654 )

Amortization of discounts

Carrying value

As of December 31, 2025 and

2024, the balance of the convertible notes was $ 0 and $ 0 , respectively, as the notes were converted into 500,000 shares of the Company’s

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

Commencing in February 2023,

9 unchanged sentences

The stated Maturity

Date was extended October 24, 2023 under the same terms, until October 31, 2024.

Date was extended on October 24, 2023, under the same terms, until October 31, 2024.

The Notes will automatically

6 unchanged sentences

the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of promissory notes).

the event that the Company raises aggregate additional cash proceeds of at least $ 10,000,000 through the sale of the Company’s

equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due will

automatically, and without any action on part of the holder, be converted into fully paid and non-assessable units of the

Company’s equity stock sold in such qualified financing at 50 % of the equity stock conversion price.

In connection with the

Group E Notes, the Company agreed to issue an additional 68,750 shares of common stock to the Group E Holders, prorated based on

such Holder’s investment amount as an inducement for their investment in the Group E Notes.

In the event that the Company

raises aggregate additional cash proceeds of at least $ 10,000,000 through the sale of the Company’s equity securities, excluding

the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically, and without any action

on part of the holder, be converted into fully paid and non-assessable units of the Company’s equity stock sold in such qualified

financing at 50 % of the equity stock conversion price.

In connection with the Group E Convertible Notes, the Company agreed to issue an

additional 68,750 shares of common stock to the Group E Holders, prorated based on such Holder’s investment amount, as an inducement

for their investment in the Group E Convertible Notes.

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT (cont.)

The Company, at its option,

13 unchanged sentences

public offering, and the convertible notes, including accrued interest, converted into shares of the Company’s common stock.

OS Therapies Incorporated

Notes to the Financial Statements

For the Years Ended December 31, 2024 and 2023

NOTE 4 — CONVERTIBLE DEBT (cont.)

The convertible debt balance

at December 31, 2024 and December 31,2023 is summarized as follows:

Principal amount outstanding

discounts (issuance, redemptions, warrants)

Amortization of discounts

Carrying value

Less related party portion

Convertible Notes – E

As of December 31, 2025 and

2024, the balance of the convertible notes was $ 0 and $ 0 , respectively, as the notes were converted into 262,500 shares of the Company’s

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

Commencing in June 2023, the

8 unchanged sentences

Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below).

stated Maturity Date was extended October 24, 2023, under the same terms, until October 31, 2024.

The stated Maturity

Date was extended on October 24, 2023, under the same terms, until October 31, 2024.

The Notes will automatically

6 unchanged sentences

the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of promissory notes).

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT (cont.)

In the event that the Company

3 unchanged sentences

financing at 50 % of the equity stock conversion price.

In connection with the Group F Notes, the Company agreed to issue an additional 214,594 shares

of common stock to the Group F Holders, prorated based on such Holder’s investment amount, as an inducement for their investment

in the Group F Notes.

In connection with the Group F Convertible Notes, the Company agreed to issue an

additional 214,594 shares of common stock to the Group F Holders, prorated based on such Holder’s investment amount, as an

inducement for their investment in the Group F Convertible Notes.

The Company, at its option,

2 unchanged sentences

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

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.

It has been determined that the appropriate guidance for share-settled debt is ASC 835.

As a result, the Notes were recorded at the

amortized cost.

On August 2, 2024, the Company consummated its initial public offering, and the convertible notes, including accrued interest,

converted into shares of the Company’s common stock.

OS Therapies Incorporated

Notes to the Financial Statements

For the Years Ended December 31, 2024 and 2023

NOTE 4 — CONVERTIBLE DEBT (cont.)

The convertible debt balance

at December 31, 2024 and December 31,2023 is summarized as follows:

Principal amount outstanding

discounts (issuance, redemptions, warrants)

Amortization of discounts

Carrying value

Notes in accordance with 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.

It has been determined that the appropriate guidance for share-settled

debt is ASC 835.

As a result, the Notes were recorded at the amortized cost.

On August 2, 2024, the Company consummated its initial

public offering, and the convertible notes, including accrued interest, converted into shares of the Company’s common stock.

As of December 31, 2025 and

2024, the balance of the convertible notes was $ 0 and $ 0 , respectively, as the notes were converted into 773,805 shares of the Company’s

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

Redemption Liability

The fair value of the redemption

liability is calculated under Level 3 of the fair value hierarchy, is determined based upon a Probability-Weighted of Expected Returns

liability was calculated under Level 3 of the fair value hierarchy, is determined based upon a Probability-Weighted of Expected Returns

Model (“PWERM”).

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 has not entered into a priced equity round through December 31, 2024.

The fair value

of the redemption liability is calculated using the initial value of the convertible note less the debt discount rate of 12.5 % in Group

A, 20 % in Groups B and C, and 50 % in Groups D, E and F.

The redemption liability is then amortized over the remaining life of the

note, utilizing the interest rates of 10 % and 6 % respectively for the groups.

The life of each note in Group A is for a set period of

3 years, and is variable in Groups B, C, D, E and F with a range of 12 months to 3 years.

The Company retains the option

to negotiate an extended maturity date for Groups B, C, D, E and F.

The new embedded redemption values were $ 0 for the year ended

December 31, 2024, and $ 1,541,250 for the year ended December 31, 2023, respectively.

On August 2, 2024, the Company consummated

its initial public offering, and the convertible notes, including accrued interest, converted into shares of the Company’s common

The redemption liability was closed to stockholders’ equity on such date.

The redemption liability is

re-measured at each period end and is summarized as follows:

New Embedded Redemption Value – Group A

New Embedded Redemption Value – Group B

New Embedded Redemption Value – Group C

New Embedded Redemption Value – Group D

New Embedded Redemption Value – Group E

New Embedded Redemption Value – Group F

Ending Balance

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

The fair value of

the redemption liability is calculated using the initial value of the convertible note less the debt discount rate of 12.5 % in Group A,

20 % in Groups B and C, and 50 % in Groups D, E and F.

The resulting redemption liability was amortized over the remaining life of

the notes using interest rates of 10 % for Group A and 6 % for Groups B–F.

Group A notes had a fixed term of three years, while Groups

B–F had variable terms ranging from 12 months to three years.

The Company retained the option to negotiate extended maturity dates

for Groups B–F.

On August 2, 2024, the Company consummated its initial public offering, and the convertible notes, including accrued

interest, converted into shares of the Company’s common stock.

The redemption liability was closed to stockholders’ equity

on such date.

OS Therapies Incorporated

Notes to the Financial Statements

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

2 unchanged sentences

The fees associated with the

convertible debt raise are legal and investment fees associated with the issuance of the convertible notes for Groups A, B, C, and

There were no related parties who received these fees.

The fees are amortized over the life of the convertible note utilizing

an interest rate of 10 % for Group A and 6 % for Groups B, C, and D.

The debt issuance liability is re-measured at each period end and is

summarized in the table below.

Debt Issuance

Total Net Debt Issuance

issuance of the convertible notes for Groups A, B, C and D consist of legal and investment banking fees.

No related parties received any

portion of these fees.

These fees are capitalized and amortized over the life of the respective convertible notes using an effective interest

rate of 10 % for Group A and 6 % for Groups B, C and D.

Make-whole liability — Shares

1 unchanged sentence

In March 2020, the Company

signed a new advisory agreement with Noble Capital, in lieu of cash remuneration and the company agreed to issue 4 % of the Company’s

shares, with an anti-dilution clause.

The make-whole liability represents the shares earned for the anti-dilution of their stock position

over 2020 and 2021.

The 2021 year-end had the Company owning an aggregate of 233,202 shares valued in the amount of $ 408,413 , after issuing

entered into an advisory agreement with Noble Capital under which, in lieu of cash compensation, the Company agreed to issue 4 % of its

common stock, subject to an anti-dilution clause.

The make-whole liability represents shares earned due to adjustments under the anti-dilution

provision during 2020 and 2021.

As of year-end 2021, the Company held an aggregate of 233,202 shares, valued at $ 408,413 , after issuing

200,000 shares in 2020.

In 2021, the Company recorded an associated expense to advisory fees of $ 152,482 to recognize the share value

earned on the anti-dilution compensation in 2021.

In 2022, the Company set aside 70,624 shares to satisfy the anti-dilution clause.

2022, the Company recorded an associated expense to advisory fees of $ 282,496 to recognize the share value earned on the anti-dilution

compensation in the 2022.

For the years ended December

31, 2024 and 2023, the Company recorded an additional 0 and 16,672 shares, respectively, with an associated expense to advisory fees of

$ 0 and $ 66,688 , respectively, on the anti-dilution compensation.

Advisory fee expense of $ 152,482 was recorded in 2021 to reflect the share value earned under the anti-dilution

In 2022, 70,624 shares were set aside to satisfy the anti-dilution clause, with an associated advisory fee expense of $ 282,496

On July 1, 2023, the make-whole

liability for Noble Capital was determined to be contractually nullified.

The Company unwound the liability, and it is reflected in our

Statement of Stockholders’ Deficit.

Noble Capital and the Company

settled on various investment fees in dispute, as well as the shares of the Company’s common stock related to the anti-dilution

clause that expired in September 2024.

Noble Capital was awarded 320,033 shares of common stock and $ 50,000 in cash.

liability for Noble Capital was contractually nullified and unwound, and the adjustment was reflected in the Consolidated Statements of

Stockholders’ Deficit.

In September 2024, Noble Capital

and the Company settled various investment fees in dispute, as well as shares related to the anti-dilution clause that had expired.

the settlement, Noble Capital received 320,033 shares of common stock and $ 50,000 in cash.

Make-whole liability — Shares

Officers & Directors

In January 2023, 350,000 shares

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 .

On March 1, 2023, the

Company hired Alan Musso, former CFO, and, as part of his compensation contract, he was awarded 12,500 shares of common stock with a value

of $ 4.00 per share, the $ 50,000 in compensation of which is reflected in the make-whole stock liability.

resigned on June 30, 2023, and Christopher Acevedo, current CFO, took his position.

Acevedo was awarded the balance of Mr.

shares upon the successful initial public offering.

In January 2023, the Company

issued 350,000 shares of Class A common stock to officers, key employees, key advisors and directors, leaving 20,000 shares to be issued

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

On March 1, 2023, the Company

hired Alan Musso, former CFO, and as part of his compensation, awarded him 12,500 shares of common stock at $ 4.00 per share, totaling

This amount was reflected in the Company’s make-whole stock liability.

Musso’s resignation

on June 30, 2023, Christopher Acevedo, the current CFO, assumed the role and was awarded the balance of Mr.

Musso’s shares following

the successful completion of the Company’s initial public offering.

The Company’s make-whole

share liability is summarized in the table below as of September 30, 2024.

share liability as of September 30, 2024 is summarized in the table below.

Name Position # Shares Value Date Earned

1 unchanged sentence

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

The Company issued all of

the make-whole shares due to the director and officers in October 2024, and, therefore, the current balance due is 0 shares.

All make-whole shares due

to directors and officers were issued in October 2024.

As a result, the balance of the make-whole stock liability was $ 0 as of December

31, 2025 and December 31, 2024.

OS Therapies Incorporated

Notes to the Financial Statements

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

2 unchanged sentences

In March 2020, the Company

signed a new advisory agreement with Noble Capital, in lieu of cash remuneration it was provided a 10 % warrant fee, in addition to cash

remuneration on debt raises from Noble procured investments.

The terms of the warrants are five years at an exercise price that equates

to the average price the convertible debt holders paid in each debt raise round.

The number of warrants earned

in 2020 was 248,855 valued at $ 248,855 .

The number of warrants earned in 2021 was 213,782 , valued at $ 427,564 .

The total warrants earned

as of December 31, 2022 was 162,644 , valued at $ 325,288 .

No warrants were earned in 2023 or 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 year ended December 31, 2024 was $ 49,840 and in the year ended December 31,

2023 was $ 83,069 .

The total unamortized discount of those warrants was $ 0 and $ 49,840 as of December 31, 2024 and December 31, 2023,

respectively.

Warrant holders from

Noble Capital exercised their warrants in cashless exercise for an aggregate of 116,313 shares of common stock out of the

aggregate 621,691 shares underlying warrants held by such holders in September 2024.

In December 2024, warrant holders

from Noble Capital exercised their remaining warrants in a reduced cashless transaction for an aggregate of 294,977 shares of common

Warrants for Underwriter and Placement Agent — Brookline

Capital Markets

On August 2, 2024, the

Company issued a warrant to Brookline Capital Markets to purchase 112,000 shares of the Company’s common stock, pursuant

to an underwriting agreement entered into between the Company and Brookline.

The warrant is exercisable 180 days after July 31, 2024,

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

entered into an advisory agreement with Noble Capital, under which, in lieu of cash remuneration, it was granted a 10 % warrant fee in

addition to cash compensation for debt raises from investments procured by Noble Capital.

The warrants have a five-year term, with an

exercise price equal to the average price paid by the convertible debt holders in each respective debt raise round.

The warrants earned were as

248,855 warrants, valued at $ 248,855

213,782 warrants, valued at $ 427,564

162,644 warrants, valued at $ 325,288

No warrants were earned from

2023 through December 31, 2024.

Warrants issued in 2020, 2021, and 2022 were accounted for as a discount to the related convertible debt,

with the discount amortized over the life of the debt.

Debt discount accretion expense for these warrants was $ 0 for the year ended December

31, 2025, and $ 49,840 for the year ended December 31, 2024.

The total unamortized warrant discount was $ 0 as of both December 31, 2025

and December 31, 2024.

In September 2024, Noble Capital

warrant holders exercised 116,313 warrants in a cashless transaction, and in December 2024, the remaining 294,977 warrants were exercised

in a reduced cashless transaction, resulting in the issuance of common stock.

Warrants for Underwriter and Placement Agents — Brookline

Capital Markets and Ceros Financial Services, Inc.

On August 2, 2024, the Company

issued a warrant to Brookline Capital Markets to purchase 112,000 shares of the Company’s common stock pursuant to an underwriting

The warrant became exercisable 180 days after July 31, 2024, expires on July 31, 2029, and has an exercise price of $ 4.40 per

On December 24, 2024, in connection

with the Company’s Purchase Agreement, Brookline earned warrants initially exercisable for 39,918 shares at $ 4.40 per share.

warrants were subsequently adjusted to 156,821 shares at an exercise price of $ 1.12 per share, subject to further adjustment as provided

in the agreement.

The warrants are exercisable for five years from April 9, 2025.

As of December 31, 2025, warrants to purchase 156,821

shares remained outstanding.

Ceros, in connection with

the same Purchase Agreement, earned warrants initially exercisable for 13,951 shares at $ 4.40 per share, which were subsequently adjusted

to 54,807 shares at $ 1.12 per share, also subject to further adjustment under the agreement.

These warrants are exercisable for five years

from April 9, 2025.

As of December 31, 2025, 52,872 warrants remained 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 Consolidated Financial Statements

For the Years Ended December 31, 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 Years Ended December 31, 2024 and 2023

NOTE 6 — INCOME TAXES

Significant components of

the Company’s deferred tax assets and liabilities were as follows:

Deferred tax assets:

Net operating loss carryforwards

General Business Credit Carryover

R&D Credit (available for payroll tax offset)

Valuation allowance

( 8,501,235 )

( 6,477,149 )

Total deferred tax assets

The federal income tax rate

used for the years ended December 31, 2024 and 2023 was 21 %.

The Maryland rate was 8.25 %.

For years ended December 31,

2024 and December 31, 2023, the Company had federal net operating loss (“NOL”) of $ 22,236,580 and $ 16,269,893 , respectively.

The 2019 NOL carryforward of $ 292,144 will expire in tax years up through 2037.

The NOLs generated in tax years 2020 and beyond

will carry forward indefinitely, but the deductibility of such federal NOLs is limited.

The Company has provided a valuation allowance

to offset the deferred tax assets due to the uncertainty of realizing the benefits of the net deferred tax asset.

The Company’s issuances

of common stock have resulted in ownership changes as defined by Section 382 of the Code;

however, the Company has not conducted

a Section 382 study to date.

It is likely that a future analysis may result in the conclusion that a substantial portion, or perhaps

substantially all, of the Company’s NOL carryforwards and R&D tax credit carryforwards will expire due to the limitations of

Sections 382 and 383 of the Code.

As a result, the utilization of the carryforwards may be limited, and a portion of the carryforwards

may expire unused.

The Company is subject to U.S.

federal tax examinations by tax authorities for the year 2021 due to the fact that

NOL carryforwards exist going back to 2019 that may be utilized on a current or future year tax return.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

Rental Agreement

The Company had a rental agreement

with BXP Shady Grove Lot 7 LLC, beginning in April 2023 and ending in December 2023.

The payment term of the license agreement

was $ 1,000 per month.

Rent expense for the year ended December 31, 2023 was $ 12,000 .

The Company has not renewed its lease and

has a mailing address at 115 Pullman Crossing Road, Suite 103, Grasonville, Maryland 21638.

The Company has rented, on a month-to-month basis,

a virtual office at JLabs in New York, New York.

The current rent for JLabs is $ 787.50 per month, with rent expense in 2024

of $ 3,250 and $ 0 in 2023.

The Company rents a virtual

office on a month-to-month basis at JLabs in New York, New York, a facility owned by Johnson & Johnson.

The current monthly rent is

Rent expense for the years ended December 31, 2025 and 2024 was $ 10,390 and $ 1,750 , respectively.

License Obligation and Manufacturing Agreements

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.

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.

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

in full was made in January 2021.

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

For the year ended December

31, 2024, no payments were made.

Advaxis (now Ayala)

In September 2018, the Company

entered into an exclusive license agreement with Advaxis, Inc., as amended, under which it acquired the rights to develop and commercialize

the Advaxis HER2 Construct, including related patents.

Under the agreement, all milestone

payments were non-refundable, non-creditable and payable only once upon the achievement of the corresponding milestone.

As of December

31, 2020, the first milestone was achieved and paid ($ 1,550,000 ) in January 2021.

The second milestone was completed and paid ($ 1,375,000 )

No milestone payments were made for the year ended December 31, 2025 or December 31, 2024.

The license agreement was terminated

upon the Company’s purchase of the HER2 Assets from Ayala on April 9, 2025, which included a payment of $ 400,000 and the issuance

of common stock as consideration.

OS Therapies Incorporated

Notes to the Financial Statements

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

NOTE 6 — COMMITMENTS AND CONTINGENCIES

The milestone events and financial

terms are as follows:

Milestone Amount

OST has secured funding of at least Two Million Three Hundred Thirty-Seven Thousand Five Hundred US Dollars ($2,337,500), in the aggregate (The Funding Milestone) (paid) License Commencement Payment $ 1,550,000

The earlier to occur of:

(A) OST having secured at least Eight Million US Dollars, in the aggregate or (B) Completion of the first Clinical Trial (with “Completion” meaning that the final patient has enrolled in first Clinical Trial) (paid) $ 1,375,000

The earlier to occur of:

(A) receipt of Regulatory Approval from the FDA for the First Indication of the first Licensed Product or (B) Initiation of the first Registrational Trial of the first Licensed Product in the Field $ 5,000,000

Cumulative Net Sales of all Licensed Products in excess of Twenty Million US Dollars ($20,000,000) $ 1,500,000

Cumulative Net Sales of all Licensed Products in excess of Fifty Million US Dollars ($50,000,000) Cumulative Net Sales of all Licensed Products in ex $ 5,000,000

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

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.

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

As of January 7, 2021, the license

commencement payment was paid in full.

As of May 21, 2021, the second milestone had been completed and paid in full.

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

products, royalty rates range from a percentage in the high single digits to low double digits.

No royalties were payable in the year

ended December 31, 2024.

In July 2020, the Company

4 unchanged sentences

statement of operations.

No payments were due or made in 2024.

No payments were due or made in 2024 or 2025.

The Company is currently conducting early-stage research on the

licensed drug, including studies to support future toxicology evaluations.

A payment schedule for future milestones is summarized below.

5 unchanged sentences

Filing of an NDA, BLA or MAA registration (or the equivalent in any other territory around the world) $ 6,000,000

Regulatory Approval in the first of the United States, within the

EU or within the UK $ 12,000,000

OS Therapies Incorporated

Notes to the Financial Statements

For the Years Ended December 31, 2024 and 2023

NOTE 7 — COMMITMENTS AND CONTINGENCIES

Regulatory Approval in the first of the United States, within the EU or within the UK $ 12,000,000

The Company will make the

3 unchanged sentences

During the Royalty Term, the Company will pay BlinkBio a royalty of

6 % on Net Sales on a Product-by-Product and country-by-country

basis during the Royalty Term, in a country in which no Valid Claim Covers the manufacture, use, or sale of a Product, the royalty on

Net Sales of such Product in such country will be reduced to 3 %.

No royalties were due in the year ended December 31, 2024;

were made in the year 2023.

6 % on Net Sales on a Product-by-Product and country-by-country basis during the Royalty Term, in a country in which no Valid Claim Covers

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 years ended December 31, 2025 and 2024.

For the avoidance of doubt,

1 unchanged sentence

A Milestone may be achieved by the Company or a Commercial Sublicensee.

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

NOTE 6 — COMMITMENTS AND CONTINGENCIES

George Clinical Inc.

2 unchanged sentences

“ An Open Label, Phase 2 Study of Maintenance Therapy with OST-HER2 after Resection of Recurrent Osteosarcoma ”.

Under the terms of the agreement, the Company is required to pay to George Clinical certain fees described in the fee schedule below.

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

For the year ended December 31, 2024 and year ended December 30,

2023, the total research and development expenses recorded in the statement of operations was $ 714,943 and $ 444,421 , respectively.

The fee schedule for certain fees and corresponding payment amounts is set forth below.

Under the terms of the agreement, the Company was required to pay to George Clinical certain fees described in the fee schedule below.

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

For the years ended December 31, 2025 and 2024, the total research

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

The fee schedule for certain fees

and corresponding payment amounts is set forth below.

George Clinical Payment Schedule Payment

5 unchanged sentences

Service Fees – Remainder Due Split monthly

George Clinical will track

and invoice the Company for the number of task units completed and pass through costs will be invoiced each month in arrears based on

actual costs without mark-up.

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

As of December 31, 2024, the

balance due to George Clinical was $ 359,617 .

George Clinical tracked and

invoiced the Company for the number of task units completed and pass-through costs were invoiced each month in arrears based on actual

costs without mark-up.

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

As of December 31, 2025, the balance payable

to George Clinical was $ 0 , and the services agreement has terminated in accordance with its terms.

All fees due under the agreement have

been satisfied, and no further obligations to the vendor remain.

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 States).

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

NOTE 6 — COMMITMENTS AND CONTINGENCIES

For the year ended December

31, 2025, the Company paid $ 11,629,063 in consulting fees, which includes refundable value-added tax (VAT) expenses.

As of December 31,

2025, accounts payable related to consulting fees and VAT totaled $ 7,323,386 .

Trustees of the University of Pennsylvania

On April 9, 2025, the Company

acquired from Ayala the HER2 Assets.

Pursuant to the terms of the HER2 Purchase Agreement, the amended and restated development, license

and supply agreement with Advaxis terminated.

In connection with the acquisition of the HER2 Assets, the Company was assigned by Ayala

a license agreement with the Trustees of the University of Pennsylvania covering the use of HER2 construct patents.

Under the terms of

the license agreement, the Company is required to pay an annual license fee to the Trustees of the University of Pennsylvania.

2025, the Company paid a fee of $ 266,317 for the year ended December 31, 2025.

In addition, the Company is obligated to pay a royalty

equal to 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 licensing agreement.

Legal Proceedings

9 unchanged sentences

have a material adverse effect on the Company’s results of operations or financial position.

The Company is currently in arbitration

for a claim brought by its former investment advisor.

The claim is for underwriter compensation for the Company’s initial public

offering in August 2024.

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

The Company recently participated in

an arbitration hearing related to a claim brought by its former investment advisor concerning underwriter compensation for the Company’s

initial public offering in August 2024 and any subsequent equity offerings during the following 12 months.

The hearing concluded on November

7, 2025, and the arbitrators issued a ruling on January 28, 2026, awarding the former investment advisor $ 1,055,428 and their attorneys

$ 308,804.88 .

The Company also incurred $ 15,128.32 in arbitration-related fees.

The total amount of $ 1,379,361.20

has been accrued in the Company’s financial statements as of December 31, 2025 and is recorded as Other expense, payable in 2026.

The Company does not intend to challenge the ruling.

In accordance with ASC 450, the obligation is considered both probable and reasonably

OS Therapies Incorporated

Notes to the Financial Statements

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

NOTE 7 — EQUITY

In 2021, the Company split

common stock into two classes with fifty million shares of Class A common stock, $ 0.001 par value per share (“Class A

Common Stock”) designated and twenty million shares of Class B common stock, $ 0.001 par value per share (“Class B

Common Stock”).

On February 9, 2024, the Company changed the name of the Class A Common Stock and Class B Common Stock

to combine into the name common stock, with 50,000,000 shares authorized.

As of December 31, 2024 and December 31, 2023, the Company had

20,869,908 and 5,340,000 shares of common stock outstanding, respectively.

In 2021, the Company’s

common stock was initially split into two classes:

50,000,000 shares of Class A common stock, $ 0.001 par value per share (“Class

A Common Stock”), and 20,000,000 shares of Class B common stock, $ 0.001 par value per share (“Class B Common Stock”).

On February 9, 2024, the Company combined the two classes under the name common stock with 50,000,000 shares authorized.

On October 21,

2025, stockholders approved an increase in authorized common stock from 50,000,000 to 150,000,000 shares.

As of December 31, 2025 and

2024, the Company had 37,113,082 and 20,869,908 shares of common stock outstanding, respectively.

Common stock has voting rights .

August 2, 2024, the Company consummated its initial public offering and sold 1.6 million shares of common stock at a price

of $ 4.00 per share.

Concurrent with this consummation, all outstanding convertible notes, including accrued interest thereon, automatically

converted into approximately 13.2 million shares of common

stock, at conversion prices ranging from $ 0.39 per share to $ 2.59 per share, after applying share discounts ranging from 50 %

to 87.5 % and valuation ceilings ranging from $ 5 million to $ 50 million, as applicable.

During the fourth quarter

of 2024, the Company issued 25,000 shares of common stock in exchange for $ 25,000 of marketing services.

Additionally, the Company issued

6,506 shares of common stock to a former convertible noteholder to settle an outstanding interest obligation of $ 8,523 following the

conversion of the Company’s outstanding convertible notes upon consummation of the Company’s initial public offering.

Preferred Stock

In 2021, 5,000,000 shares

of Preferred Stock were authorized, 1,400,000 were designated as Series A Preferred Stock, with 1,302,082 shares issued of Series A

On August 2, 2024, the

Company consummated its initial public offering and sold 1.6 million shares of common stock at a price of $ 4.00 per share.

with this consummation, all outstanding convertible notes, including accrued interest thereon, automatically converted into approximately 13.2 million

shares of common stock, at conversion prices ranging from $ 0.39 per share to $ 2.59 per share, after applying share discounts

ranging from 50 % to 87.5 % and valuation ceilings ranging from $ 5 million to $ 50 million, as applicable.

During the three months ended

March 31, 2025, the Company issued (i) 157,407 shares of common stock in connection with its equity line of credit, (ii) 300,000 shares

of common stock to a scientific and technical advisor in exchange for scientific and technical services, which will be amortized over

a 12-month period with the remaining balance in prepaid expenses, and (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, (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 the Company’s warrant exercise inducement and exchange offering.

During the three months ended

September 30, 2025, the Company issued (i) 977,679 shares of common stock in connection with conversions of Series A Preferred Stock,

(ii) 2,507,386 shares of common stock in connection with the Company’s warrant exercise inducement and exchange offering and (iii)

120,000 shares of common stock to an advisor in exchange for services.

Additionally, the Company received $ 1,050,000 in gross proceeds,

which was recorded as additional paid-in capital, from the exercise of Series A Warrants to purchase 937,500 shares of common stock, which

were issued subsequent to September 30, 2025.

During the three months ended

December 31, 2025, the Company issued (i) 950,000 shares of common stock in connection with its warrant exercise inducement and exchange

offering related to pre-funded warrants, (ii) 2,610,422 shares of common stock upon exercise of the pre-funded warrant issued in connection

with the purchase of the HER2 Assets, and (iii) 282,679 shares of common stock sold pursuant to the Company’s ATM program.

Additionally, in three months ended December 31, 2025, the Company

received $ 1,426,109 in gross proceeds from the exercise of Series A Warrants to purchase 1,441,518 shares of common stock at a future

These proceeds were recorded as additional paid-in capital and are reflected in the Company’s warrant register.

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

NOTE 7 — EQUITY (cont.)

Preferred Stock

Series A Preferred Stock has 5 % cumulative coupon and liquidation priority above all shares of the Company’s

common stock.

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 year

ended December 31, 2024 and for the year ended December 31, 2023 was $ 31,250 and $ 125,000 , respectively, for a total accrued dividend

payable at December 31, 2024 of $ 375,000

In 2021, the Company authorized

5,000,000 shares of Preferred Stock, of which 1,400,000 were designated as Series A Preferred Stock.

A total of 1,302,082 shares of Series

A Preferred Stock were issued, which carried a 5 % cumulative dividend and liquidation preference over common stock.

Dividends were computed

at 5 % of the principal annually and recorded monthly.

February 9, 2024, all outstanding Series A Preferred Stock was converted into common stock on a one-for-two basis pursuant to the filing

of the Company’s third amended and restated certificate of incorporation.

As of that date, the Company had 5,000,000 shares of authorized

Preferred Stock, with none outstanding.

The Series A Preferred Stock

dividend for the year ended December 31, 2025 was $ 0 , and for the year ended December 31, 2024 was $ 31,250 , resulting in a total accrued

dividend payable of $ 375,000 as of December 31, 2025.

The Preferred Stock has the

21 unchanged sentences

to provide the Investor (and its permitted assigns) with an aggregate liquidation payment of $ 2,500,000 .

Shares issued to investors

Total shares issued

OS Therapies Incorporated

Notes to the Financial Statements

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

1 unchanged sentence

Stock Options

The following is the common

stock options issued to employees and consultants for services during the year ended December 31, 2024:

The following table summarizes

the common stock options issued to employees and consultants for services during the year ended December 31, 2025:

Common Stock Options

3 unchanged sentences

Granted 3,904,500 $ 1.80 5.00 -

Forfeited - - - -

Exercised - - - -

Outstanding at December 31, 2025 6,771,250 $ 1.83 4.43 -

Exercisable at December 31, 2025 2,866,750

The Company valued the options

using the closing stock price of the Company’s common Stock on the date of grant and the following assumptions:

$ 1.86 3.92 -

The fair value of the options

granted during the year ended December 31, 2025 was estimated at the date of grant using the Black-Scholes option-pricing model with the

following assumptions:

Volatility (based on peer companies) 112 %

2 unchanged sentences

Estimated Life in years 2.88

During the years ended December

31, 2024 and 2023, the Company recognized share-based compensation expense of $ 268,300 and $0 , respectively, related to common stock options.

The Company expects to recognize additional compensation expense of $ 3,244,126 in 2025 related to these common stock options assuming

all awards will vest.

During the years ended December 31, 2025 and 2024, the Company recognized

combined share-based compensation expense of $ 4,265,374 and $ 268,300 , respectively, related to these common stock options.

At the Company’s

annual meeting on October 21, 2025, stockholders approved an amendment to the Company’s 2023 Incentive Compensation Plan, increasing

the shares of common stock authorized for issuance thereunder from 4 million to 10 million.

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

NOTE 8 — REDEEMABLE PREFERRED

5 unchanged sentences

on December 31, 2024 and sold an aggregate of 1,512,500 immediately separable units (the “Units”), each Unit consisting of

(i) one share of the Company’s Series A Senior Convertible Preferred Stock, par value $ 0.001 per share (the “Series A Preferred

Stock”), and (ii) a warrant to purchase one share of common stock (each, a “Warrant” and, collectively, the “Warrants”),

at a price per Unit of $ 4.00 .

The Warrant has an exercise price of $ 4.40 per share, subject to adjustment therein, and a term of five

years from the date stockholder approval of the common stock issuances contemplated by the Purchase Agreement is obtained.

The gross proceeds

from the initial closing to the Company, before deducting transaction fees and other estimated expenses, was 6,050,000 .

(i) one share of the Company’s Series A Preferred Stock, and (ii) a Warrant to purchase one share of common stock, at a price per

Unit of $ 4.00 .

The Warrant has an exercise price of $ 4.40 per share, subject to adjustment therein, and a term of five years from the

date stockholder approval of the common stock issuances contemplated by the Purchase Agreement is obtained.

The gross proceeds from the

initial closing to the Company, before deducting transaction fees and other estimated expenses, was $ 6,050,000 .

On January 14, 2025 the

Company sold and issued an additional 263,250 Units.

The gross proceeds from the second closing to the Company, before deducting transaction

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.

The initial cash

proceeds of $ 6,050,000 were allocated to the Warrants and the residual proceeds were allocated to the Series A Preferred Stock.

(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.

$ 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

April 9, 2025 through December 31, 2025, Mezzanine Equity converted into 4,939,808 shares of common stock.

Of the original 1,775,750 shares

of Series A Preferred Stock, 273,750 and 1,383,250 shares were converted during the three- and nine-month periods ended December 31, 2025,

respectively.

As of December 31, 2025, 392,500 shares of Series A Preferred Stock remain outstanding, convertible into 1,401,786 shares

of common stock.

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.

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 .

OS Therapies Incorporated

Notes to the Financial Statements

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

NOTE 9 — PREFERRED STOCK 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 to 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 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, (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 .

The Series A Preferred Stock and Warrants were issued in a basket transaction.

When two or more instruments are issued in a basket transaction and some instruments will be remeasured at fair value, the proceeds are

first allocated to the instruments recorded at their fair value.

Next, the residual method is used to allocate the proceeds to the instrument(s)

that are not remeasured at fair value.

In this case, the Warrant is subsequently measured at fair value, and the Series A Preferred Stock

instrument is measured at initial carrying value.

The Company will first allocate 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 Company

will record a deemed dividend for the accretion of the Series A Preferred Stock to carrying value in accordance with ASC 480.

The following

table reflects the allocation of the cash proceeds, which results in a deemed dividend recorded in the consolidated statement of operations

in the amount of $ 1,971,975 for the year ended December 31, 2024.

As of December 31,

NOTE 8 — PREFERRED STOCK AND WARRANT LIABILITY (cont.)

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 December 31, 2025, the

carrying value of the Warrant liability in aggregate was $0 .

For the year ended December 31, 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.

As of December 31, 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

and Warrants were issued in a basket transaction.

When two or more instruments are issued in a basket transaction and some instruments

will be remeasured at fair value, the proceeds are first allocated to the instruments recorded at their fair value.

Next, the residual

method is used to allocate the proceeds to the instrument(s) that are not remeasured at fair value.

In this case, the Warrant is subsequently

measured at fair value, and the Series A Preferred Stock instrument is measured at initial carrying value.

The Company will first allocate

the proceeds to the Warrant liability, with the residual allocated to the Series A Preferred Stock liability.

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 December 31, 2025.

Cash proceeds

4 unchanged sentences

Unallocated cash proceeds

For the year ended

Residual value allocated to the Series A Preferred Stock

Deemed dividend

Carrying value of Series A Preferred Stock

Warrant Liability as of December 31, 2024

Additional Warrant Liability on January 14, 2025

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 December 31, 2025

OS Therapies Incorporated

Notes to the Financial Statements

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

10 unchanged sentences

selected financial information with respect to the Company’s single operating segment for the years ended December 31, 2025

For the year ended

OPERATING EXPENSES

Research & Development

General & Administrative

Research and development

General and administrative

Loss from operations

3 unchanged sentences

Interest income

Non-Operating Income

Non-Operating Expenses

Interest expense

( 2,051,839 )

Non-operating income

Non-operating expenses

( 1,472,995 )

Change in fair value of warrant liability

TOTAL OTHER INCOME (EXPENSE)

2 unchanged sentences

( 8,882,938 )

( 7,791,582 )

NOTE 10 — SUBSEQUENT EVENTS

Equity Line of Credit — On

October 31, 2024, the Company entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Square Gate

Capital Master Fund, LLC-Series 3 (“Square Gate”), pursuant to which the Company will have the right, but not the obligation,

to sell to Square Gate, and Square Gate will have the obligation to purchase from the Company, up to $ 15,000,000 (the “Maximum Commitment

Amount”) worth of shares of Common Stock, at the Company’s sole discretion, over the 24 months following entry into such agreement,

subject to certain conditions precedent and other limitations set forth in the Equity Purchase Agreement.

Concurrently with the execution

of the Equity Purchase Agreement, the Company also agreed to issue to Square Gate, as part of the consideration, shares of the Company’s

common stock worth a total of 3 % of the Maximum Commitment Amount (the “Initial Commitment Shares”).

The Company filed a registration

statement on Form S-1 covering the resale of the shares to be issued pursuant to the Equity Purchase Agreement, which was declared effective

by the SEC on January 13, 2025.

Advaxis/Ayala Royalty Agreement

– On January 28, 2025, the Company entered into an Asset Purchase Agreement (the “HER2 Purchase Agreement”) with

Ayala Pharmaceuticals, Inc., a Delaware corporation formerly known as Advaxis, Inc.

(“Ayala”), pursuant to which the Company

agreed, subject to the terms and conditions set forth therein, to acquire from Ayala all HER2 and Lm -related programs and

assume certain of Ayala’s liabilities associated with the acquired assets (the “HER2 Purchase”).

Pursuant to the HER2

Agreement, the agreed upon change in milestone payments and royalty consideration owed as it relates to the OST-HER2 program are

(i) Elimination

of $ 3,500,000 payment owed to Ayala upon the first filing of a Biologics Licensing Authorization approval for OST-HER2 with

(ii) Elimination

of a total of $ 16,500,000 in OST-HER2 related sales milestone payments owed to Ayala.

reduction in total royalty consideration owed on OST-HER2 related sales from 10 % of net sales owed to Ayala to 1.5 % of

net sales owed under the Penn License.

consideration, the Company has agreed to pay an aggregate purchase price of $ 8,000,000 , consisting of $ 500,000 in cash consideration

and a number of shares of the Company’s common stock valued at $ 7,500,000 and to be calculated based on the volume-weighted average

price of the Company’s common stock over the 30 trading days immediately preceding the closing date of the HER2 Purchase.

of the HER2 Purchase, which the Company expects to occur in the second quarter of 2025, is subject to assignment of a license between

Ayala and the Trustees of the University of Pennsylvania, execution and delivery of a patent assignment agreement, a termination of license

agreement, a lock-up agreement and a registration rights agreement, the approval of the transaction by Ayala stockholders and other customary

closing conditions

Second PIPE Closing

– On January 14, 2025, the Company consummated a second closing under the Purchase Agreement, pursuant to which it sold to investors

an aggregate of 263,250 Units, comprised of an aggregate of (i) 263,250 shares of Series A Preferred Stock and (ii) Warrants to purchase

263,250 shares of common stock.

The gross proceeds to the Company from the closing, before deducting transaction fees and other estimated

expenses, was approximately $ 1,053,000 .

The issuance of the shares of common stock issuable upon the conversion of the securities issued

pursuant to the Purchase Agreement is awaiting shareholder approval at the Company’s special meeting, and, once such approval is

obtained, these liabilities will convert into stockholders’ equity.

Third Warrant Exercise

Inducement and Exchange Offering — On January 14, 2026, the Company closed on a third warrant exercise inducement

and exchange offer (the “Third Inducement Offering”).

The Third Inducement Offering was made to less than 10 accredited investors

that held certain existing warrants to purchase up to an aggregate of 5,382,148 shares of the Company’s common stock having a then

current exercise price of $ 3.00 or $ 2.10 per share.

Pursuant to certain inducement offer letter agreements, such holders exercised for

cash their warrants to purchase 2,499,558 shares of the Company’s common stock at a reduced exercise price of $ 1.40 per share and

in exchange the Company issued to such holders new warrants to purchase up to an aggregate of 2,499,558 shares of common stock at an exercise

price of $ 1.40 per share, subject to adjustment as provided therein.

Such new warrants are immediately exercisable from the date of issuance

and have a term of exercise of five years from such date.

The gross proceeds to the Company from the Third Inducement Offering, before

deducting transaction fees and other offering expenses, were approximately $ 3.5 million.

The Company agreed to file

a registration statement on Form S-3 (or other appropriate form, including on Form S-1, if not then eligible to register securities on

Form S-3) providing for the resale of the shares of common stock issued or issuable upon exercise of the new warrants issued within 30

calendar days of March 2, 2026, and to use commercially reasonable efforts to have such registration statement declared effective by the

SEC within 60 calendar days (or within 90 calendar days in case of “full review” by the SEC) following its initial filing

and to keep such registration statement effective at all times until the earlier of (i) the time no holder owns any new warrants or shares

of common stock issuable upon exercise thereof and (ii) the Delegend Date (as defined in the inducement offer letter agreements entered

into in connection with the Third Inducement Offering).

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2025 and 2024

10 — SUBSEQUENT EVENTS (cont.)

Privately Negotiated

Warrant Exercise Inducement and Exchange Agreements – From January 10, 2026 through February 2026, the Company entered

into privately negotiated inducement offer letters, pursuant to which certain remaining holders of existing warrants exercised for

cash their warrants to purchase an aggregate of 74,108 shares of common stock at a reduced exercise price of $ 1.40 per share and in

exchange the Company issued new warrants to purchase up to an aggregate of 74,108 shares of common stock at an exercise price of

$ 1.40 per share, subject to adjustment as provided therein.

Such new warrants are immediately exercisable from the date of issuance

and have a term of exercise of five years from such date.

The Company received gross proceeds of approximately $ 103,750 from the

exercise of these warrants.

The Company agreed to file a registration statement on Form S-3

(or other appropriate form, including on Form S-1, if not then eligible to register securities on Form S-3) providing for the resale of

the shares of common stock issued or issuable upon exercise of these warrants on or before March 30, 2026, and to use commercially reasonable

efforts to have such registration statement declared effective by the SEC within 60 calendar days (or within 90 calendar days in case

of “full review” by the SEC) following its initial filing and to keep such registration statement effective at all times until

the earlier of (i) the time no holder of these warrants owns any such warrants or shares of common stock issuable upon exercise thereof

and (ii) the Delegend Date (as defined in the privately negotiated inducement offer letters).

Bridge Financing –

On March 4, 2026, pursuant to a securities purchase agreement (the “Bridge SPA”), the Company issued to certain accredited

investors in a private placement transaction (i) 10.0 % original issue discount unsecured convertible promissory notes in an aggregate

principal amount of $ 2,200,000 (the “Bridge Notes”) and (ii) warrants to purchase up to an aggregate of 1,666,667 shares of

common stock (the “Bridge Warrants” and such private placement transaction, the “Bridge Financing”), for aggregate

gross proceeds of $ 2,000,000 , before deducting placement agent fees and other Bridge Financing expenses.

The Bridge Notes mature on March

4, 2027 and accrue interest at a rate of 4.0 % per annum.

The Bridge Warrants were immediately exercisable upon issuance, expire five years

from the date of issuance and have an exercise price of $ 1.40 per share, subject to adjustment as provided therein.

The Bridge Notes were sold

at a 10 % original issue discount, such that for each $ 100,000 invested by a purchaser, such purchaser received a Bridge Note in the principal

amount of $ 110,000 .

The Bridge Notes are convertible into shares of common stock under certain circumstances.

If the Company completes

a “Qualified Offering,” defined as a registered public offering or registered direct offering resulting in at least $ 2.5 million

in gross proceeds from new money investments, the outstanding principal, together with all accrued and unpaid interest, will automatically

convert into the securities sold in such offering at the offering price.

Additionally, prior to any such Qualified Offering or repayment

of the Bridge Notes, holders may elect to convert the Bridge Notes, in whole or in part, into shares of common stock at a conversion price

equal to 90 % of the average daily volume-weighted average price of the Company’s common stock during the 10 trading days immediately

preceding the holder’s conversion notice, subject to adjustment.

The Company agreed to file

a registration statement on Form S-3 (or Form S-1 if not then eligible to register securities for Form S-3) by April 3, 2026 to register

for resale the shares of common stock issuable upon conversion of the Bridge Notes and exercise of the Bridge Warrants, and to use commercially

reasonable efforts to cause such registration statement to become effective within 60 calendar days (or 90 calendar days in the case of

a “full review” by the SEC) following its initial filing and to keep such registration statement effective at all times until

the earlier of (i) the time that no investor owns any Bridge Notes, Bridge Warrants or shares underlying such Bridge Notes and Bridge

Warrants or (ii) the Legend Removal Date (as defined in the Bridge SPA).

Meetings – During early 2026, the Company continued its regulatory engagement with the U.S.

Food and Drug Administration (“FDA”)

related to its Biologics License Application (“BLA”) for OST-HER2.

As outlined in recent press releases, this included planned

interactions with the FDA, including a Type D meeting that was elevated to a Type B pre-BLA meeting.

These activities are consistent

with the Company’s ongoing regulatory efforts.

The Company does not believe these interactions currently have a measurable impact

on its consolidated financial statements;

however, the outcome of these discussions may affect future development timelines and regulatory

Changes In and Disagreements with Accountants on Accounting

1 unchanged sentence

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-K

Item 8. Financial Statements and Supplementary Data