What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 366 added, 292 removed, 577 unchanged (53% of the section changed)

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controls, process documentation, accounting policies, and our overall control environment.

Based on such assessment, management has concluded

that our internal control over financial reporting was not effective as of the year ended December 31, 2024 to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes

in accordance with U.S.

Based on such assessment, management has concluded that our internal

control over financial reporting was not effective as of the year ended December 31, 2025 to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance

We reviewed the results of management’s assessment with the audit committee of our board of directors.

We determined that we have inadequate segregation of duties within account processes due to limited personnel.

Also, we have insufficient

written policies and procedures for accounting, IT and financial reporting and record keeping (no control procedures in place).

We determined

that we have inadequate segregation of duties as a result of limited personnel and insufficient written policies and procedures for accounting,

information technology and financial reporting (no control procedures in place) and insufficient number of personnel with appropriate

levels of accounting knowledge and experience in U.S.

Our auditors will not be required

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As our founder,

President, Chief Executive Officer, a director and largest stockholder, Mr.

Chairman, President and Chief Executive Officer, Mr.

Romness leads our company.

His more than 25 years

of experience in the biopharmaceutical industry, day-to-day operational leadership of our company and in-depth knowledge of our product

candidates and platform technologies make him well qualified as a member of our Board.

His more than 25 years of experience in the

biopharmaceutical industry, day-to-day operational leadership of our company and in-depth knowledge of our product candidates

and platform technologies make him well qualified as a member of our Board.

has served as our Chief Medical Officer and Chief Scientific Officer since September 2019.

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orphan diseases, from 2008 to December 2021.

Commissiong has helped secured $90 million in investment capital throughout his

Commissiong has helped secured $90 million in investment capital throughout

Commissiong graduated from Stanford University receiving a B.S.

degree in Management Science and Engineering with a focus

on financial decisions.

degree in Management Science and Engineering with

a focus on financial decisions.

Commissiong played professional football in the Canadian Football League for the Calgary Stampeders.

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joined our board of directors on January 28, 2025 in accordance with the terms of the Purchase Agreement.

He is currently a managing partner

at OKG Capital, an early stage medtech and life science investor, which he founded in 2022, and the Chief Executive Officer of OKG Services

SA, a life science and medtech management company.

Galzahr has served on the board of directors of various privately held companies

in the medical diagnostics, medtech, life science, and healthcare technology sectors since 2022.

Notably, he has served as a director

of NeoTX Holdings, Inc., a privately held clinical stage immune oncology drug discovery company developing innovative therapies for the

treatment of solid cold tumors, since November 2024, 52 North Health Ltd., a privately held company focused on remote monitoring and home

diagnostics solutions for acute oncology and other serious diseases including neutropenic sepsis, since October 2024, iQure Pharma Inc.,

a privately held global biotech company focused on the development of new therapeutics for neurodegenerative diseases, since March 2023,

and Deeplook Medical, Inc., a privately held breast cancer detection and diagnostic imaging software provider, since January 2023.

Galzahr also serves as an Investment Manager of Edo Investments Limited, a privately held public and private investment management company,

and Investment Advisor of MJ Assets Limited, a private wealth investor focusing on disruptive technologies that have significant positive

social impact, positions he has held since 2021.

He is currently a managing

partner at OKG Capital, an early stage medtech and life science investor, which he founded in 2022, and the Chief Executive Officer of

OKG Services SA, a life science and medtech management company.

Galzahr has served on the board of directors of various privately

held companies in the medical diagnostics, medtech, life science, and healthcare technology sectors since 2022.

Notably, he has served

as a director of NeoTX Holdings, Inc., a privately held clinical stage immune oncology drug discovery company developing innovative therapies

for the treatment of solid cold tumors, since November 2024, 52 North Health Ltd., a privately held company focused on remote monitoring

and home diagnostics solutions for acute oncology and other serious diseases including neutropenic sepsis, since October 2024, iQure

Pharma Inc., a privately held global biotech company focused on the development of new therapeutics for neurodegenerative diseases, since

March 2023, and Deeplook Medical, Inc., a privately held breast cancer detection and diagnostic imaging software provider, since

January 2023.

Galzahr also serves as an Investment Manager of Edo Investments Limited, a privately held public and private

investment management company, and Investment Advisor of MJ Assets Limited, a private wealth investor focusing on disruptive technologies

that have significant positive social impact, positions he has held since 2021.

Galzahr received a B.A.

degree in Philosophy, Politics and Economics from the University

Galzahr brings over 30 years of experience in all aspects of finance including M&A, asset management, corporate development

and strategic advisory work across the technology sector and medical technology sectors, making him highly qualified to be a director

of our company.

degree in Philosophy,

Politics and Economics from the University of Oxford.

Galzahr brings over 30 years of experience in all aspects of finance

including M&A, asset management, corporate development and strategic advisory work across the technology sector and medical technology

sectors, making him highly qualified to be a director of our company.

joined our board of directors on October 28, 2024.

He is currently the Co-founder and Chief Executive Officer of Libera Bio S.L.,

a private Spanish biopharmaceutical company devoted to the development of a new class of precision therapeutics to address intracellular

He is currently the Co-founder and Chief Executive Officer of Libera Bio

S.L., a private Spanish biopharmaceutical company devoted to the development of a new class of precision therapeutics to address intracellular

cancer targets, since April 2018.

He also serves as the Chief Operating Officer of Advantage Therapeutics Inc., an investigational-stage

company focused on the diseases of aging, since May 2023 and as Chief Financial Officer of Rational Vaccines, Inc., an investigational-stage

infectious disease company focused on combating herpes simplex virus 1 (HSV-1) and herpes simplex virus 2 (HSV-2) infections, since August 2021.

He also serves as the Chief Operating Officer of Advantage Therapeutics Inc., an investigational-stage company

focused on the diseases of aging, since May 2023 and as Chief Financial Officer of Rational Vaccines, Inc., an investigational-stage infectious

disease company focused on combating herpes simplex virus 1 (HSV-1) and herpes simplex virus 2 (HSV-2) infections, since August 2021.

Jarry served as an advisor to DarioHealth Corp.

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Sector and Officer at Intrexon Corp.

XON), a biotechnology company focused on engineering biological systems to enable DNA-based

control over the function and output of living cells.

XON), a biotechnology company focused on engineering biological systems to enable DNA-based control

over the function and output of living cells.

Prior to Intrexon, from 2011 to 2012, Mr.

Jarry served as the Head of Strategy,

Operations and Market Access, focusing on Emerging Markets, for Bristol-Myers Squibb (NYSE:

BMY), where he oversaw the product launch

and growth of innovative medicines relating to oncology, virology, rheumatology, cardiovascular and diabetes.

Jarry served as the Head of Strategy, Operations

and Market Access, focusing on Emerging Markets, for Bristol-Myers Squibb (NYSE:

BMY), where he oversaw the product launch and

growth of innovative medicines relating to oncology, virology, rheumatology, cardiovascular and diabetes.

Prior to that, between 2009

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NVS), including working as Global Division Head of Strategy, Business Development & Licensing at Novartis Headquarters

in Switzerland, Senior Vice President and Region Head for Latin America and for Asia-Pacific for Novartis’ Consumer Health Division,

Head of India Rural Business and Head of Western/Eastern Europe, Russia, CIS — Vaccines division.

in Switzerland, Senior Vice President and Region Head for Latin America and for Asia-Pacific for Novartis’ Consumer Health

Division, Head of India Rural Business and Head of Western/Eastern Europe, Russia, CIS — Vaccines division.

holds a M.Sc.

degree from Ecole Centrale de Paris, a MEng.

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Search provides decades of experience in

leading and managing technology and product development operations in the pharmaceutical industry and with early-stage companies, making

him well qualified to be a member of our Board.

leading and managing technology and product development operations in the pharmaceutical industry and with early-stage companies,

making him well qualified to be a member of our Board.

Audit Committee

John Ciccio (chair), Avril

McKean Dieser and Theodore F.

John Ciccio (chair), Olivier

Jarry and Theodore F.

Search, Pharm.D.

serve on our Audit Committee.

Our board has determined that each member of the Audit

Committee is “independent” for Audit Committee purposes as that term is defined by the rules of the SEC and NYSE American,

and that each has sufficient knowledge in financial and auditing matters to serve on the Audit Committee.

Our board has determined that each member of the Audit Committee

is “independent” for Audit Committee purposes as that term is defined by the rules of the SEC and NYSE American, and that

each has sufficient knowledge in financial and auditing matters to serve on the Audit Committee.

Our board of directors has designated

Ciccio as an “Audit Committee financial expert,” as defined under the applicable rules of the SEC.

Under Rule 10A-3

under the Exchange Act, we are permitted to phase in our compliance with the independent Audit Committee requirements set forth in

NYSE American Rule 5605(c) and Rule 10A-3 under the Exchange Act as follows:

(1) one independent member at the

time of listing, (2) a majority of independent members within 90 days of listing and (3) all independent members within

one year of listing.

Our board of directors intends to cause our Audit Committee to comply with the transition rules within the applicable

time periods.

The Audit Committee’s

responsibilities include:

● appointing, approving the compensation of, and assessing the independence of our independent registered

public accounting firm;

● pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided

by our independent registered public accounting firm;

● reviewing the overall audit plan with our independent registered public accounting firm and members of

management responsible for preparing our financial statements;

● reviewing and discussing with management and our independent registered public accounting firm our annual

and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

● coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;

● establishing policies and procedures for the receipt and retention of accounting-related complaints and

● recommending, based upon the Audit Committee’s review and discussions with management and our independent

registered public accounting firm, whether our audited financial statements will be included in our annual report on Form 10-K;

● monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements

as they relate to our financial statements and accounting matters;

● preparing the Audit Committee report required by SEC rules to be included in our annual proxy statement;

● reviewing all related person transactions for potential conflict of interest situations and approving

all such transactions;

● reviewing quarterly earnings releases.

● appointing, approving the compensation

of, and assessing the independence of our independent registered public accounting firm;

● pre-approving auditing and permissible

non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

● reviewing the overall audit

plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;

● reviewing and discussing with

management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures

as well as critical accounting policies and practices used by us;

● coordinating the oversight and

reviewing the adequacy of our internal control over financial reporting;

● establishing policies and procedures

for the receipt and retention of accounting-related complaints and concerns;

● recommending, based upon the

Audit Committee’s review and discussions with management and our independent registered public accounting firm, whether our audited

financial statements will be included in our annual report on Form 10-K;

● monitoring the integrity of

our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting

● preparing the Audit Committee

report required by SEC rules to be included in our annual proxy statement;

● reviewing all related person

transactions for potential conflict of interest situations and approving all such transactions;

● reviewing quarterly earnings

Code of Business Conduct and Ethics

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of such amendment or waiver on our website or in a current report on Form 8-K.

Insider Trading Policy

Our board of directors has not

adopted a formal insider trading policy governing the purchase, sale and/or other disposition of our securities by the Company, our

directors, officers, employees and consultants that is reasonably designed to promote compliance with insider trading laws, rules and

regulations, and any applicable NYSE American listing standards.

While we do not currently have a written insider trading policy, it is

our policy to comply, and to seek to enforce compliance by our directors, officers, employees and consultants, with insider trading laws,

rules and regulations, and any applicable NYSE American listing standards, when engaging in transactions in the Company’s securities.

Our board of directors intends to adopt an insider trading policy during 2026.

Delinquent Section 16(a) Reports

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requirements of Section 16(a) filed all such required reports during and with respect to the fiscal year ended December 31, 2024, except

that Shalom Auerbach, a 10% owner of our securities, filed late a Form 3 with respect to reporting his initial beneficial ownership and

a Form 4 with respect to reporting transactions that occurred on August 2, 2024.

that each of Paul A.

Romness, Christopher P.

Acevedo, Robert G.

Petit, John Ciccio, Karim Galzahr, Olivier Jarry, Avril

McKean Dieser and Theodore F.

Search filed late a Form 4 with respect to stock option award grants that occurred on October

Executive Compensation.

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Our named executive officers for the year ended December 31, 2025 were:

Romness, MPH, our President and Chief Executive Officer;

Petit, Ph.D., our Chief Medical Officer and Chief Scientific Officer;

● Christopher Acevedo, our Chief Financial Officer.

Through December 31,

2024, the compensation of our named executive officers only consisted of annual base salaries.

Our named executive officers, like all

full-time employees, are eligible to participate in our health and welfare benefit plans.

As part of our transition from a private company

to a publicly traded company, we intend to evaluate our compensation values and philosophy and compensation plans and arrangements as

circumstances require.

We have issued ISO options to our executive officers as of December 2024 with a three-year vesting period.

options have not vested and have a fair value of $0 as of the filing of this annual report.

Romness, MPH, our

President and Chief Executive Officer;

Petit, Ph.D.,

our Chief Medical Officer and Chief Scientific Officer;

● Christopher Acevedo, our Chief

Financial Officer.

executive compensation program is designed to attract, retain and motivate high-quality executive leadership by providing compensation

that is competitive and appropriately aligned with our stage of development and long-term strategic objectives.

We operate in a highly

competitive and capital-intensive industry where the ability to recruit and retain experienced leadership is critical to advancing our

pipeline and delivering value to stockholders.

Given our size, scale and market capitalization, our compensation approach reflects the

need to manage cash resources prudently while incentivizing performance and long-term value creation.

Accordingly, we place significant

emphasis on equity-based compensation to align the interests of our executives with those of our stockholders and to promote a culture

of ownership.

We seek to provide compensation opportunities that reward progress toward our scientific, regulatory and operational milestones,

while maintaining the flexibility to adapt our program as we grow and our needs evolve as a public company.

December 31, 2025, the compensation of our named executive officers consisted of annual base salaries, equity-based awards granted under

our 2023 Incentive Compensation Plan and, in certain instances, transaction-based cash bonuses approved by our board of directors.

named executive officers, like all full-time employees, are also eligible to participate in our health and welfare benefit plans.

periodically review our executive compensation program, including our compensation philosophy and compensation arrangements, and adjust

them as we deem appropriate in light of our evolving business needs and market conditions.

Summary Compensation Table

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Chief Financial Officer

(1) This represents an incentive bonus approved by our board of directors and awarded to Mr.

Romness for the

successful completion of our Equity Line of Credit and Private Placement.

(1) The bonus for 2025 represents an incentive bonus approved by our board

of directors and awarded to Mr.

Romness for completion of our warrant inducement exercise and exchange transactions.

The bonus for 2024

represents an incentive bonus approved by our board of directors and awarded to Mr.

Romness for the successful completion of our

equity line of credit transaction with Square Gate Capital Master Fund, LLC — Series 3 in October 2024 and the

PIPE Financing.

(2) The dollar amounts shown with

respect to each of the named executive officers for the fiscal years ended December 31, 2025 and 2024 reflect the aggregate

grant date fair value of option awards granted in the fiscal year indicated, computed in accordance with ASC 718.

For a discussion

of the assumptions we made in valuing the option awards, see “Note 2 — Significant Accounting Policies — Stock-Based Compensation”

and “Note 7 — Equity” in the notes to our consolidated financial statements contained elsewhere in this Annual

Narrative Disclosure to Summary Compensation

Annual Base Salaries.

named executive officers each receive a base salary to compensate them for services rendered to our company.

The base salary payable to

each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience,

role and responsibilities.

Base salaries are reviewed annually, typically in connection with our annual performance review process, approved

by our board of directors, and may be adjusted from time to time to realign salaries with market levels after taking into account individual

responsibilities, performance and experience.

For the year ended December 31,

2024, the annual base salary for each of Mr.

Our named executive officers each receive a base salary to compensate them for services rendered to our company.

The base salary

payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill

set, experience, role and responsibilities.

Base salaries are reviewed annually, typically in connection with our annual performance review

process, approved by our board of directors, and may be adjusted from time to time to realign salaries with market levels after taking

into account individual responsibilities, performance and experience.

For the years ended December 31,

2025 and 2024, the annual base salary for each of Mr.

Petit, and Mr.

Acevedo was $480,000, $420,000 and $36,000, respectively.

For the year ended December 31, 2023, the annual base salary for each of Mr.

Acevedo was $480,000, $420,000 and $36,000,

respectively.

Acevedo’s base salary reflects a part-time service arrangement during the periods presented.

Compensation.

We grant equity-based awards to our named executive officers under our 2023 Incentive Compensation Plan to align

their interests with those of our stockholders and to incentivize long-term value creation.

We rely significantly on equity compensation

to attract and retain highly qualified executives in a competitive market while preserving cash resources for research and development

Equity awards are designed to reward achievement of key value-driving milestones, including clinical development progress,

regulatory advancement and operational execution, and to encourage a long-term focus on advancing our product candidates through the

development pipeline.

The size and terms of equity awards are determined by our board of directors, taking into account factors such

as the executive’s role and responsibilities, individual performance, market practices and our stage of development.

the year ended December 31, 2025, Mr.

Petit and Mr.

$360,000, $300,000 and $36,000, respectively.

Acevedo were granted options under our 2023 Incentive Compensation Plan

to purchase 1,000,000 shares, 500,000 shares and 200,000 shares of common stock, respectively, each with an exercise price of $1.80 per

During the year ended December 31, 2024, Mr.

Petit and Mr.

Acevedo were granted options to purchase 800,000 shares,

400,000 shares and 200,000 shares of common stock, respectively, each at an exercise price of $1.86 per share.

Employment Agreements and Arrangements

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Romness, MPH entered into an employment agreement with us.

The employment agreement with Mr.

Romness extends for a term

expiring on February 21, 2026.

Pursuant to the employment agreement, Mr.

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Romness is entitled to participate in our regular employee fringe

benefit programs, including our medical and hospitalization insurance and life insurance, as well as the 2023 Plan.

benefit programs, including our medical and hospitalization insurance and life insurance, as well as our 2023 Incentive Compensation Plan.

The employment agreement provides

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Petit is entitled to participate in all of our bonus and benefit programs that we establish

and make available to our employees, including the 2023 Plan.

and make available to our employees, including our 2023 Incentive Compensation Plan.

The employment letter provides

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for issuance under the plan.

The purpose of the 2023 Incentive Compensation Plan is to assist us in attracting, motivating, retaining

and rewarding high-quality executives and other employees, officers, directors, consultants and other persons who provide services to

us by enabling such persons to acquire or increase a proprietary interest in our company in order to strengthen the mutuality of interests

between such persons and our stockholders, and providing such persons with performance incentives to expend their maximum efforts in the

creation of stockholder value.

On October 21, 2025, at our 2025 annual meeting of stockholders, our stockholders approved an amendment to

our plan to increase the number of shares authorized thereunder from 4,000,000 to 10,000,000.

The purpose of the 2023 Incentive Compensation

Plan is to assist us in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors,

consultants and other persons who provide services to us by enabling such persons to acquire or increase a proprietary interest in our

company in order to strengthen the mutuality of interests between such persons and our stockholders, and providing such persons with performance

incentives to expend their maximum efforts in the creation of stockholder value.

Director Compensation

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All other compensation

Colin Goddard, Ph.D.

(Chairman) (1)

Joacim Borg (1)

Avril McKean Dieser

Karim Galzahr

Search, Pharm.D.

Goddard and Mr.

Borg resigned from our board of directors on October 28,

McKean Dieser and Mr.

Jarry were elected to our board of directors effective October

amounts shown with respect to each of non-executive director reflect the aggregate grant date fair value of option awards granted

in 2025 and described below, computed in accordance with ASC 718.

For a discussion of the assumptions we made in valuing the

option awards, see “Note 2 — Significant Accounting Policies — Stock-Based Compensation”

and “Note 7 — Equity” in the notes to our consolidated financial statements contained elsewhere in this

Annual Report.

the year ended December 31, 2025, each of our non-executive directors was granted options under our 2023 Incentive Compensation Plan

to purchase 140,000 shares of common stock at an exercise price of $1.80 per share.

Non-Executive Director Compensation Policy

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and (iii) all of our executive officers and directors as a group.

Beneficial ownership is determined

in accordance with the applicable rules and regulations of the SEC and includes voting or investment power with respect to our capital

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect

to all shares of common stock beneficially owned by them.

Unless otherwise indicated, the address of each beneficial owner listed in the

table below is c/o OS Therapies Incorporated, 115 Pullman Crossing Road Suite #103, Grasonville MD 21638.

of March 28, 2025, we had outstanding 21,663,811 shares of common stock,

unvested common stock options of 2,720,000 and 1,775,750 shares of Series A Preferred Stock.

Unless otherwise indicated,

the address of each beneficial owner is c/o OS Therapies Incorporated, 115 Pullman Crossing Road Suite #103, Grasonville MD 21638.

Beneficial ownership is determined in accordance with the applicable rules and regulations of the SEC and includes voting or investment

power with respect to our capital stock.

Under such rules, beneficial ownership includes any shares over which the individual has the

sole or shared voting power or investment power and any shares that the individual has the right to acquire within 60 days of March 26,

2026, through the exercise of stock options, warrants or other convertible securities (including our Series A Preferred Stock) or any

Shares of our common stock that a person has the right to acquire within 60 days of March 26, 2026 are deemed outstanding

for purposes of computing the percentage ownership of the person holding such rights but are not deemed outstanding for purposes of computing

the percentage ownership of any other person (except with respect to the percentage ownership of all directors and executive officers

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with

respect to all shares of common stock beneficially owned by them.

Unless otherwise indicated, the address of each beneficial owner listed

in the table below is c/o OS Therapies Incorporated, 115 Pullman Crossing Road, Suite 103, Grasonville, Maryland 21638.

As of March 26, 2026, we had

39,533,227 shares of common stock outstanding and 392,500 shares of Series A Preferred Stock outstanding, which are deemed

to be convertible into 1,401,785 shares of common stock for voting purposes.

The information in the following table regarding the beneficial

owners of more than 5% of our common stock is based upon information supplied by our principal stockholders or set forth in Schedules

13D and 13G filed with the SEC.

The determination that there were no other persons, entities or groups known to us to beneficially

own more than 5% of our outstanding common stock was based on a review of all statements filed with the SEC with respect to our company

pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Class

5% Stockholders

Shalom Auerbach

2,829,582 (1)

Executive Officers and Directors

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All directors and executive officers as a group (8 persons)

* Represents less than 1% of outstanding shares.

(1) Based on information contained in the Amendment No.

2 to Schedule 13D filed with the SEC

on March 12, 2025, Shalom Auerbach beneficially owns an aggregate of 2,829,582 shares of our common stock with sole voting and dispositive

power over such shares.

Auerbach’s registered address is 15 Atlantic Avenue, Suite M2, Lynbrook, New York 11563.

(2) Excludes 800,000 shares of common stock issuable pursuant to outstanding options subject

to a three-year vesting period commencing on December 5, 2025.

(3) Excludes 400,000 shares of common stock issuable pursuant to outstanding options subject

to a three-year vesting period commencing on December 5, 2025.

(4) Excludes 100,000 shares of common stock issuable pursuant to outstanding options subject

to a three-year vesting period commencing on December 5, 2025.

(5) Includes 217,917 shares of common stock held of record by Mill River Partners LLC, with respect

* Represents less than 1% of

outstanding shares.

(1) Each share of common stock

is entitled to one vote per share and each share of Series A Preferred Stock is entitled to one vote for each share of common stock into

which it is convertible for voting purposes.

(2) Includes 800,000 shares of

common stock issuable pursuant to outstanding options, which are exercisable as of March 26, 2026, and excludes (i) 1,000,000 shares

of common stock issuable pursuant to outstanding options, which vest in full on October 21, 2026, and (ii) 1,000,000 shares of common

stock issuable pursuant to outstanding options, which vest in full on January 22, 2027, in each case provided that Mr.

Romness is serving

as an employee of the Company on each such date.

(3) Includes 400,000 shares of common stock issuable pursuant to outstanding

options, which are exercisable as of March 26, 2026, and excludes (i) 500,000 shares of common stock issuable pursuant to outstanding

options, which vest in full on October 21, 2026, and (ii) 100,000 shares of common stock issuable pursuant to outstanding options, which

vest in full on January 22, 2027, in each case provided that Mr.

Petit is serving as an employee of the Company on each such date.

(4) Includes 200,000 shares of common stock issuable pursuant to outstanding

options, which are exercisable as of March 26, 2026, and excludes (i) 200,000 shares of common stock issuable pursuant to outstanding

options, which vest in full on October 21, 2026, and (ii) 100,000 shares of common stock issuable pursuant to outstanding options, which

vest in full on January 22, 2027, in each case provided that Mr.

Acevedo is serving as an employee of the Company on each such date.

(5) Includes (i) 217,917 shares of common stock held of record by Mill

River Partners LLC, with respect to which Mr.

Ciccio shares investment and dispositive power with Dr.

Excludes 40,000 shares of common stock issuable pursuant

to outstanding options subject to a three-year vesting period commencing on December 5, 2025.

(6) Includes 217,918 shares of common stock owned of record by Mill River Partners LLC, with

respect to which Dr.

Search, and (ii) 40,000 shares of

common stock issuable pursuant to outstanding options, which are exercisable as of March 26, 2026, and excludes (i) 140,000 shares of

common stock issuable pursuant to outstanding options, which vest in full on October 21, 2026, and (ii) 50,000 shares of common stock

issuable pursuant to outstanding options, which vest in full on January 22, 2027, in each case provided that Mr.

Ciccio is serving as

a director of the Company on each such date.

(6) Includes 40,000 shares of common stock issuable pursuant to outstanding

options, which are exercisable as of March 26, 2026, and excludes (i) 140,000 shares of common stock issuable pursuant to outstanding

options, which vest in full on October 21, 2026, and (ii) 50,000 shares of common stock issuable pursuant to outstanding options, which

vest in full on January 22, 2027, in each case provided that Ms.

McKean Dieser is serving as a director of the Company on each such date.

(7) Excludes (i) 140,000 shares

of common stock issuable pursuant to outstanding options, which vest in full on October 21, 2026, and (ii) 50,000 shares of common stock

issuable pursuant to outstanding options, which vest in full on January 22, 2027, in each case provided that Mr.

Galzahr is serving as

a director of the Company on each such date.

(8) Includes 40,000 shares of common stock issuable pursuant to outstanding

options, which are exercisable as of March 26, 2026, and excludes (i) 140,000 shares of common stock issuable pursuant to outstanding

options, which vest in full on October 21, 2026, and (ii) 50,000 shares of common stock issuable pursuant to outstanding options, which

vest in full on January 22, 2027, in each case provided that Mr.

Jarry is serving as a director of the Company on each such date.

(9) Includes (i) 217,918 shares of common stock owned of record by Mill

River Partners LLC, with respect to which Dr.

Search shares investment and dispositive power with Mr.

Excludes 40,000 shares of common stock issuable

pursuant to outstanding options subject to a three-year vesting period commencing on December 5, 2025.

Ciccio, and (ii) 40,000 shares of

common stock issuable pursuant to outstanding options, which are exercisable as of March 26, 2026, and excludes (i) 140,000 shares of

common stock issuable pursuant to outstanding options, which vest in full on October 21, 2026, and (ii) 50,000 shares of common stock

issuable pursuant to outstanding options, which vest in full on January 22, 2027, in each case provided that Dr.

Search is serving as

a director of the Company on each such date.

Relationships and Related Transactions, and Director Independence.

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Under our policy:

● any related person transaction, and any material amendment or modification to a related person transaction,

must be reviewed and approved or ratified by the Audit Committee;

● any employment relationship or transaction involving an executive officer and any related compensation

must be approved by the compensation committee of the board of directors or recommended by the compensation committee to the board of

directors for its approval.

● any related person transaction,

and any material amendment or modification to a related person transaction, must be reviewed and approved or ratified by the Audit Committee;

● any employment relationship

or transaction involving an executive officer and any related compensation must be approved by the compensation committee of the board

of directors or recommended by the compensation committee to the board of directors for its approval.

In connection with the review

and approval or ratification of a related person transaction:

● management must disclose to the committee or disinterested directors, as applicable, the name of the related

person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate

dollar value of the amount involved in the transaction, and all the material facts as to the related person’s direct or indirect

interest in, or relationship to, the related person transaction;

● management must advise the committee or disinterested directors, as applicable, as to whether the related

person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our

ability to enter into a related person transaction;

● management must advise the committee or disinterested directors, as applicable, as to whether the related

person transaction will be required to be disclosed in our applicable filings under the Securities Act or the Exchange Act, and related

rules, and, to the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance

with the Securities Act and the Exchange Act and related rules;

● management must advise the committee or disinterested directors, as applicable, as to whether the related

person transaction constitutes a “personal loan” for purposes of Section 402 of SOX.

● management must disclose to

the committee or disinterested directors, as applicable, the name of the related person and the basis on which the person is a related

person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction,

and all the material facts as to the related person’s direct or indirect interest in, or relationship to, the related person transaction;

● management must advise the committee

or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing

our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction;

● management must advise the committee

or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our applicable

filings under the Securities Act or the Exchange Act, and related rules, and, to the extent required to be disclosed, management

must ensure that the related person transaction is disclosed in accordance with the Securities Act and the Exchange Act and related

● management must advise the committee

or disinterested directors, as applicable, as to whether the related person transaction constitutes a “personal loan” for

purposes of Section 402 of SOX.

In addition, the related person

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of transactions or series of transactions since January 1, 2025, to which we were or will be a party, in which:

● the amount involved in the transaction exceeds, or will exceed, the lesser of $120,000 or one percent

of the average of the Company’s total assets for the last two completed fiscal years;

● in which any of our executive officers, directors or holder of 5% or more of any class of our capital

stock, including their immediate family members or affiliated entities, had or will have a direct or indirect material interest.

Compensation arrangements

for our named executive officers and our directors are described elsewhere in this annual report under “Executive Compensation.”

Group A and Group D

Convertible Notes .

In each of July 2019 and February 2020, we issued a Group A Convertible Note in the principal amount

of $25,000 and $75,000, respectively, to Mill River Partners LLC.

Interest on the unpaid principal balance accrues at a rate of 10%

per annum, and the Group A Convertible Notes are set to mature on October 31, 2024.

In February 2023, we issued a Group E Convertible

Note in the principal amount of $50,000 to Mill River Partners LLC.

The Group E Convertible Notes bear interest at a rate of 6% per

annum and mature on October 31, 2024.

The Group A Convertible Notes and Group E Convertible Notes automatically converted into common

stock upon the consummation of our initial public offering in July 2024.

John Ciccio and Theodore F.

Pharm.D., members of our board of directors, are members of the board of managers of Mill River Partners LLC.

Mill River Partners

LLC holds 435,835 shares of our common stock as of March 28, 2025.

On December 31, 2024 and December 31, 2023, we had a payroll payable to Mr.

Paul Romness, our Chief Executive

Officer, 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, we made advances on the payroll payable, and Mr.

Romness made repayments.

● the amount involved in the transaction

exceeds, or will exceed, the lesser of $120,000 or one percent of the average of the Company’s total assets for the last two completed

fiscal years;

● in which any of our executive

officers, directors or holder of 5% or more of any class of our capital stock, including their immediate family members or affiliated

entities, had or will have a direct or indirect material interest.

arrangements for our named executive officers and our directors are described elsewhere in this annual report under “Executive

Compensation” And “Director Compensation.”

Accrued Payroll

As of December 31, 2025 and

2024, we had payroll payable to the Paul A.

Romness, our Chief Executive Officer, of $0 and $8,871, respectively, and related payroll

taxes payable of $0 and $88,386, respectively.

During the years ended December 31, 2025 and 2024, we made advances on payroll payable,

Romness repaid amounts previously advanced.

The following summarizes activity

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Advances during 2025

Repayments 2025

Balance December 31, 2025

In the second and third quarters

of 2024, paychecks were issued to Mr.

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 his pending bonus paycheck.

Accounting Fees .

We had 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 Mr.

Christopher Acevedo,

our Chief Financial Officer.

During the second and third

quarters of 2024, we issued paychecks to Mr.

Romness, representing the remaining balance of backpay, net of all 2024 payroll advances.

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

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 Party Accounting Fees

As of December 31, 2025 and

2024, we 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 P.

Acevedo, our Chief Financial

Director Independence

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In making such independence determination, our board of directors considered the relationships

that each non-executive director has with us and all other facts and circumstances that our board of directors deemed relevant in determining

their independence, including the beneficial ownership of our capital stock by each non-executive director.

In considering the independence

of the directors listed above, our board of directors considered the association of our directors with the holders of more than 5% of

our outstanding common stock.

We believe that the composition and functioning of our board of directors and each of our committees will

comply with all applicable requirements of the NYSE American exchange and the rules and regulations of the SEC.

There are no family

relationships among any of our directors or executive officers.

Romness is not an independent director under these rules because

he is the current President and Chief Executive Officer of our company and largest stockholder.

that each non-employee director has with us and all other facts and circumstances that our board of directors deemed relevant in

determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

In considering

the independence of the directors listed above, our board of directors considered the association of our directors with the holders of

more than 5% of our outstanding common stock.

We believe that the composition and functioning of our board of directors and each of our

committees will comply with all applicable requirements of the NYSE American exchange and the rules and regulations of the SEC.

are no family relationships among any of our directors or executive officers.

Romness is not an independent director under these

rules because he is the current President and Chief Executive Officer of our company.

Principal Accounting Fees and Services.

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All Other Fees

Audit fees consist of fees for professional services provided primarily in connection with the annual audit of our financial statements, quarterly reviews and services associated with SEC registration statements and other documents issued in connection with our initial public offering, including comfort letters and consents.

(1) Audit fees consist of fees for

professional services provided primarily in connection with the annual audit of our financial statements, quarterly reviews and services

associated with SEC registration statements and other documents issued in connection with our initial public offering, including comfort

letters and consents.

All of the services described

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Exhibits and Financial Statement Schedules.

(a) The following documents are filed

as a part of this annual report:

(a) The following documents are filed as a part of this annual report:

(1) Financial Statements .

8 unchanged sentences

Exhibit number

Third Amended and Restated Certificate of Incorporation of OS Therapies Incorporated.

Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of OS Therapies Incorporated.

Amended and Restated Bylaws of OS Therapies Incorporated.

Certificate of Designation of Rights, Preferences and Limitations of Series A Senior Convertible Preferred Stock of OS Therapies Incorporated.

Specimen Common Stock Certificate.

Form of Representative’s Warrant.

Form of Placement Agent Warrant (Group B Convertible Notes placement).

Form of Placement Agent Warrant (Group C Convertible Notes placement).

Form of Placement Agent Warrant (Group D Convertible Notes placement).

Form of Common Stock Purchase Warrant.

Form of Agent Warrant.

Form of Warrant.

Third Amended and Restated Certificate of Incorporation of OS Therapies Incorporated (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed May 30, 2024).

Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of OS Therapies Incorporated (incorporated herein by reference to Exhibit 3.2 to Amendment No.

1 to the Company’s Registration Statement on Form S-1 filed June 7, 2024.

Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of OS Therapies Incorporated (incorporated herein by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-8 filed October 31, 2025).

Certificate of Designation of Rights, Preferences and Limitations of Series A Senior Convertible Preferred Stock of OS Therapies Incorporated (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 30, 2024).

Amended and Restated Bylaws of OS Therapies Incorporated (incorporated herein by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed May 30, 2024.

Amendment No.

1 to the Amended and Restated Bylaws of OS Therapies Incorporated (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 15, 2025).

Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 the Company’s Registration Statement on Form S-1 filed May 30, 2024).

Form of Representative’s Warrant (incorporated herein by reference to Exhibit 4.2 to Amendment No.

2 to the Company’s Registration Statement on Form S-1 filed June 13, 2024).

Form of Series A Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 30, 2024).

of Agent Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 30,

Form of Warrant for First and Second Inducement Offering (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 24, 2025).

Form of Warrant for the Third Inducement Offering (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 12, 2026).

Form of 10.0% Original Issue Discount Unsecured Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 6, 2026).

Form of Warrant for the Bridge Financing (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 6, 2026).

Description of Registered Securities.

Form of Group A Convertible Note.

Form of Group B Convertible Note.

Form of Group C Convertible Note.

Form of Groups D, E and F Convertible Note.

Amended and Restated Development, License and Supply Agreement, dated as of November 13, 2020, by and between OS Therapies Incorporated and Advaxis, Inc.

(now Ayala Pharmaceuticals, Inc.).

First Amendment to Amended and Restated Development, License and Supply Agreement, dated as of April 23, 2021, between OS Therapies Incorporated and Advaxis, Inc.

(now Ayala Pharmaceuticals, Inc.).

OS Therapies Incorporated 2023 Incentive Compensation Plan, as amended (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 21, 2025).

License Agreement, dated as of August 19, 2020, by and between OS Therapies Incorporated and BlinkBio, Inc.

(incorporated herein by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 filed May 30, 2024).

Employment Agreement, dated as of February 21, 2023, between OS Therapies Incorporated and Paul A.

Romness, MPH.

Romness, MPH (incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed May 30, 2024).

Employment Letter, dated June 23, 2020, between OS Therapies Incorporated and Robert G.

Form of Indemnification Agreement between OS Therapies Incorporated and each of its directors.

OS Therapies Incorporated 2023 Incentive Compensation Plan.

Form of First Amendment to the OS Therapies Incorporated 2023 Incentive Compensation Plan.

(incorporated herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 filed May 30, 2024).

Form of Indemnification Agreement between OS Therapies Incorporated and each of its directors (incorporated herein by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed May 30, 2024).

Employment Letter, dated January 1, 2023, between OS Therapies Incorporated and Christopher P.

Equity Purchase Agreement between the registrant and Square Gate Capital Master Fund, LCC – Series 3, dated as of October 31, 2024.

Registration Rights Agreement between the registrant and Square Gate Capital Master Fund, LCC – Series 3, dated as of October 31, 2024 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on November 1, 2024).

Securities Purchase Agreement, dated December 24, 2024, by and among OS Therapies Incorporated and the purchasers party thereto.

Form of Registration Rights Agreement by and among OS Therapies Incorporated and the purchasers party thereto.

Form of Voting Agreement by and among OS Therapies Incorporated, the stockholders party thereto and the purchasers party thereto.

Letter Agreement, dated December 27, 2024, by and between OS Therapies Incorporated and Brookline Capital Markets, a division of Arcadia Securities, LLC.

Acevedo (incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed May 30, 2024).

Securities Purchase Agreement, dated December 24, 2024, by and among OS Therapies Incorporated and the purchasers party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 30, 2024).

Form of Registration Rights Agreement by and among OS Therapies Incorporated and the purchasers party thereto (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 30, 2024).

Amendment No.

1 to Securities Purchase Agreement and Amendment to Registration Rights Agreement.

1 to Securities Purchase Agreement and Amendment to Registration Rights Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 14, 2025).

Asset Purchase Agreement, dated as of January 28, 2025, between OS Therapies Incorporated and Ayala Pharmaceuticals, Inc.

Form of Registration Rights Agreement between OS Therapies Incorporated and Ayala Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 29, 2025).

Form of Inducement Offer Letter for the First Inducement Offering (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 24, 2025).

Form of Inducement Offer Letter for the Second Inducement Offering (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 2, 2025).

Form of Inducement Offer Letter for the Third Inducement Offering (incorporating herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 12, 2026).

At Market Issuance Sales Agreement, dated August 8, 2025, between OS Therapies Incorporated and B.

Riley Securities, Inc.

and JonesTrading Institutional Services LLC (incorporated herein by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed with the SEC on August 8, 2025).

Form of Securities Purchase Agreement for the Bridge Financing (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 6, 2026).

List of Subsidiaries of the Registrant.

Consent of MaloneBailey, LLP, independent registered public accounting firm.

6 unchanged sentences

§ 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

OS Therapies Incorporated Clawback Policy.

OS Therapies Incorporated Clawback Policy (incorporated herein by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2025).

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(1) Incorporated herein by reference to the Registrant’s Registration Statement on Form S-1 filed

May 30, 2024 (File No.

(2) Incorporated herein by reference to Amendment No.

1 to the Registrant’s Registration Statement on

Form S-1 filed June 7, 2024 (File No.

(3) Incorporated herein by reference to Amendment No.

2 to the Registrant’s Registration Statement on

Form S-1 filed June 13, 2024 (File No.

(4) Incorporated by reference to Exhibit 3.3 of the Registrant’s Registration Statement on Form S-1

filed May 30, 2024 (File No.

(5) Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on November 1,

(6) Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on December

(7) Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on January

(8) Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on January

* Filed herewith.

** Furnished herewith.

† Pursuant to Instruction 2 to Item 601 of Regulation S-K, the convertible notes are identical

for all noteholders in the particular group except for face or principal amount, issuance date and the name of the payee.

+ Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits

have been omitted.

The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.

¥ Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain portions of this exhibit have

been redacted.

Redacted information is indicated by [***].

# Indicates a management contract or any compensatory plan, contract or arrangement.

(b) The exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference.

Please see the Index to Exhibits to this annual report, which is incorporated into this Item 15(b) by reference.

financial statements or notes thereto.

+ Pursuant to Item 601(a)(5) of

Regulation S-K, certain schedules and exhibits have been omitted.

The registrant agrees to furnish supplementally a copy of any

omitted schedule or exhibit to the SEC upon its request.

# Indicates a management contract

or any compensatory plan, contract or arrangement.

(b) The exhibits required by Item

601 of Regulation S-K are filed herewith or incorporated herein by reference.

Please see the Index to Exhibits to this annual report,

which is incorporated into this Item 15(b) by reference.

they are not applicable or the required information is shown in the financial statements or notes thereto.

Form 10-K Summary.

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Christopher P.

(principal financial

officer and principal accounting officer)

(principal financial officer and principal accounting officer)

/s/ John Ciccio

13 unchanged sentences

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 9A. Controls and Procedures