What changed in this filing

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Item 1. Financial Statements

2026-05-18 compared with 2025-11-14 · 709 added, 1369 removed, 182 unchanged (92% of the section changed)

Financial Statements

OS Therapies Incorporated

Therapies Incorporated

Consolidated Balance Sheets

September 30,

Current Assets

Employee Advances

Prepaid expenses

2 unchanged sentences

Fixed assets (net)

Patents (Net of Amortization)

Patent (net of amortization)

Total-Long Term Assets

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts Payable

Accrued Expenses

Accounts payable and accrued expenses

Accrued payroll and payroll taxes – related party

1 unchanged sentence

Preferred dividends payable

Warrant Liability

Convertible notes

Total Current Liabilities

7 unchanged sentences

Total Mezzanine Equity

STOCKHOLDERS’ EQUITY (DEFICIT)

STOCKHOLDERS’ DEFICIT

Common Stock A, par value $ 0.001 , 150,000,000 shares authorized;

1 unchanged sentence

Preferred Stock, par value $ 0.001 , 5,000,000 shares authorized;

0 and 0 issued and outstanding, respectively

0 and 0 shares outstanding, respectively

Additional paid-in capital

2 unchanged sentences

( 67,186,219 )

Total Stockholders’ Equity (Deficit)

Total Stockholders’ Deficit

( 10,824,238 )

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)

( 6,095,631 )

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part

of these unaudited consolidated financial statements.

OS Therapies Incorporated

Therapies Incorporated

Consolidated Statements of Operations

September 30,

OPERATING EXPENSES

Research & Development

General & Administrative

Research and development

General and administrative

Loss from operations

1 unchanged sentence

( 4,999,486 )

( 16,717,809 )

( 3,847,422 )

OTHER INCOME/EXPENSE

OTHER (EXPENSE) INCOME

Interest income

Interest expense

( 2,044,283 )

Non-operating expenses

Change in fair value of warrant liability

TOTAL OTHER INCOME/EXPENSE

( 2,044,282 )

( 6,879,530 )

( 2,875,232 )

TOTAL OTHER (EXPENSE) INCOME

( 10,396,831 )

( 3,876,859 )

Cumulative Series A Preferred Stock Dividend Requirement

NET LOSS available to common shareholders

1 unchanged sentence

$ ( 3,876,859 )

$ ( 15,293,011 )

$ ( 5,922,954 )

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 unaudited consolidated financial statements.

OS Therapies Incorporated

Consolidated Statements of Stockholders’

Equity (Deficit)

For the Three and Nine Months Ended September

30, 2025 and 2024

Therapies Incorporated

Consolidated Statements of Stockholders’ Deficit

the Three Months Ended March 31, 2026 and 2025

Preferred Stock

Stockholders’

Equity (Deficit)

Balances, December 31, 2024

1 unchanged sentence

$ ( 3,266,538 )

Conversion of Preferred Stock to Common Stock

( 1,302,082 )

Preferred Dividends

( 1,458,992 )

Balances, March 31, 2024

$ ( 31,008,429 )

$ ( 25,506,457 )

( 1,557,480 )

Balances, June 30, 2024

$ ( 32,565,909 )

$ ( 27,063,937 )

Issuance of Common Stock IPO

Conversion of Convertible Notes to Common Stock

Conversion of Warrants to Common Stock

Issuance of Common Stock to Investment Advisor - Settlement

( 2,875,232 )

Balances, September 30, 2024

$ ( 35,441,141 )

$ ( 707,128 )

Balances, December 31, 2024

$ ( 38,432,375 )

$ ( 3,266,538 )

Commitment shares issued for Equity Line of Credit

6 unchanged sentences

$ ( 4,186,578 )

Conversion of Preferred Shares Mezzanine Equity to Common Stock

Issuance Common Stock Patent License

Conversion of Warrants to Common Stock

Common Stock Shares issued for Services

APIC Warrants Liability Reclass Preferred Stock

APIC Warrants Patent License

Stock-based compensation

( 4,536,622 )

Balances, December 31, 2025

$ ( 67,186,219 )

Balances, June 30, 2025

$ ( 6,095,631 )

Conversion of Preferred Shares Mezzanine Equity to Common Stock

Common Stock Shares issued for Services

Conversion of Warrants to Common Stock

APIC Warrants Purchase of Prepaid Warrants

Common Stock issued for Services

Stock-based compensation

Other Issuances of Common Stock

Purchase of prepaid Common Stock

Warrants issued in connection with Convertible Bridge Notes

Conversion of Warrants to Common Stock - Inducement

( 10,396,831 )

Balances, September 30, 2025

Balances, March 31, 2026

$ ( 77,583,050 )

The accompanying notes are an integral part

of these unaudited consolidated financial statements .

OS Therapies Incorporated

$ ( 10,824,238 )

accompanying notes are an integral part of these unaudited consolidated financial statements.

Therapies Incorporated

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2025

Nine Months Ended

September 30,

Nine Months Ended

September 30,

the Three Months Ended March 31, 2026 and 2025

CASH FLOWS FROM OPERATING ACTIVITIES

3 unchanged sentences

Depreciation and amortization expense

Amortization of Debt Discounts Issuance and Warrants

Change in value of Warrant Liabilities

Amortization of debt issuance costs and warrants

Changes in fair value of warrant liability

( 1,122,561 )

Shares issued for services

Commitment shares issued for equity line of credit

Common Shares issuance for services

Stock-based Compensation

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

Stock-based compensation expense

Changes in operating assets and liabilities:

Prepaid expenses

Employee Advances

Accounts Payable

Accrued Expenses

Accounts payable and accrued expenses

Accrued interest on convertible notes

4 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES

Shareholder loan repayment

Patent license acquisition

1 unchanged sentence

CASH FLOWS FROM FINANCING ACTIVITIES

Sale of Preferred Stock and related Warrants

Common Stock Issuance for Warrant Exercise

Short-Term Borrowings

Short-Term Loan Repayments

Initial Public Offering (Net of Fees)

Net Proceeds from Conversion of Debt A, B, C, D, E & F

Proceeds from warrant exercises (net of issuance costs)

Proceeds from convertible notes (net of issuance costs)

Sale of preferred stock and warrants

Net cash provided by financing activities

Net change in cash

Net change in cash and cash equivalents

( 2,562,520 )

Cash – beginning of period

Cash – end of period

Cash and cash equivalents – beginning of period

Cash and cash equivalents – end of period

Cash paid for interest

NON-CASH INVESTING AND FINANCING ACTIVITIES

Discount on Notes Payable – redemption premium

Dividends Payable

Mezzanine Equity Conversion (Net of Costs)

Conversion of Preferred Stock to Common Stock

Amortization of deferred offering costs

Conversion of Convertible Notes into Common Stock

Conversion of Warrants into Common Stock

Issuance of Common Stock to Investor Advisor - Settlement

Common Stock issued for Patent Purchase

Reclassification of Warrants Liability to equity

Warrants issued in connection with Convertible Bridge Notes

Shares issued for prepaid services

1 unchanged sentence

of these unaudited consolidated financial statements.

OS Therapies Incorporated

Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 1 — ORGANIZATION AND DESCRIPTION

OF BUSINESS, LIQUIDITY, AND RISK FACTORS

OS Therapies Incorporated

(“we,” “us,” “our,” the “Company”) is a Delaware corporation incorporated on June 24,

For the Three Months Ended March 31, 2026 and 2025

1 — ORGANIZATION AND DESCRIPTION OF BUSINESS, LIQUIDITY, AND RISK FACTORS

Therapies Incorporated (“we,” “us,” “our,” the “Company”) is a Delaware corporation

incorporated on June 24, 2019 .

It is based in Rockville, Maryland.

The Company is the successor to an LLC formed in 2018.

The Company intends to focus

on the identification, development, and commercialization of treatments for Osteosarcoma and other related diseases.

As of September 30,

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

OS Animal Health Corp

The Company formed OS Animal

Health Corp, a Delaware corporation and wholly owned subsidiary of the Company, on June 25, 2025.

The entity is a shell at present and

has no assets or liabilities.

During the three months ended June 30, 2025, the Company entered into a license agreement with this subsidiary,

pursuant to which the Company licensed to this subsidiary the rights to use the HER2 Assets (as defined below).

OS Therapies UK LTD

The Company formed OS Therapies UK LTD, a corporation formed in the

United Kingdom and wholly owned subsidiary of the Company, on August 29, 2025.

The entity is a shell at present and has no assets or liabilities.

The Company intends on entering into a loan agreement that is pending with this subsidiary, pursuant to which the Company will move all

research and development activities to this entity.

The Company has prepared its

consolidated 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.

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

The accompanying consolidated

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.

As of September 30, 2025,

the Company had cash of $ 1,876,626 .

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.

OS Therapies Incorporated

Company intends to focus on the identification, development, and commercialization of treatments for Osteosarcoma and other related diseases.

As of March 31, 2026, there is one ongoing clinical trial for Osteosarcoma therapy.

Animal Health Corp – Subsidiary

June 25, 2025, the Company formed OS Animal Health Corp, a Delaware corporation and wholly owned subsidiary.

The subsidiary had minimal

activity during the three months ended March 31, 2026, consisting primarily of investor relations and audit-related expenses.

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).

Therapies UK LTD – Subsidiary

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

Company has prepared its 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 three months ended March 31, 2026, the Company incurred a net loss of $ 10.4 million and

used $ 4.6 million in cash for operating activities.

As of March 31, 2026, the Company had cash and cash equivalents of

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

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

During the three months ended March 31, 2026,

the Company incurred significant expenses, primarily related to activities in preparation for potential regulatory approvals by the U.S.

Food and Drug Administration and other countries regulatory authorities.

The Company expects vendor and related costs associated with

these efforts to total approximately $ 20.0 million and continue into the remainder of 2026.

These factors raise substantial doubt about

the Company’s ability to continue as a going concern within one year after the date that the unaudited consolidated financial statements

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 operations.

Management’s plans to mitigate these conditions include:

and Debt Financing:

The Company is actively seeking additional capital through public or

private equity offerings or debt financings.

there can be no assurance that the Company will be successful in sequestering additional financing on favorable terms, or at all.

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

Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING

Basis of Presentation

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.

For the Three Months Ended March 31, 2026 and 2025

2 — SIGNIFICANT ACCOUNTING POLICIES

of Presentation

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.

Securities and Exchange Commission (“SEC”).

The accounting and reporting

policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s

fiscal year end is December 31.

Principles of Consolidation

The consolidated financial

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

The Company consolidates all entities

in which it has a controlling financial interest.

Use of 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

deposits with commercial banks and financial institutions.

The Company maintains cash balances at various financial institutions.

interest and non-interest-bearing accounts with the same insured depository institution are insured by the Federal Deposit Insurance Corporation

(FDIC) for a combined total of $ 250,000 .

In the normal course of business, the Company may have deposits that exceed the FDIC insured

The Company believes that it is not subject to unusual credit risk beyond the normal credit risk associated with commercial banking

relationships.

As of September 30, 2025 and December 31, 2024, Chase Bank checking account had $ 1,363,185 and $ 5,216,354 , respectively,

and the Chase Bank savings account had $ 20,215 and $ 20,021 , respectively.

As of September 30, 2025 and December 31, 2024, SVB Bank checking

account had $ 483,225 and $ 287,173 , respectively, and the SVB money market account had $ 10,000 and $ 10,000 , respectively.

The Chase Bank

and SVB Bank checking accounts were in excess of the FDIC limits for September 30, 2025.

Redeemable Preferred Stock and Mezzanine

The Company’s one share

of the Company’s Series A Senior Convertible Preferred Stock, par value $ 0.001 per share (the “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 to purchase shares of common stock (the “Series A Warrants”),

and the residual proceeds were allocated to the Series A Preferred Stock.

The subsequent cash proceeds of $ 1,053,000 were allocated to

the Series A Warrants and the residual proceeds were allocated to the Series A Preferred Stock.

The Series A Preferred Stock is classified

as mezzanine equity in accordance with ASC 480.

OS Therapies Incorporated

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of

America, and the Company’s fiscal year end is December 31.

of Consolidation

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.

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.

consists primarily of deposits with commercial banks and financial institutions.

The Company maintains cash balances at various financial

institutions.

Both interest and non-interest-bearing accounts with the same insured depository institution are insured by the Federal

Deposit Insurance Corporation (FDIC) for a combined total of $ 250,000 .

In the normal course of business, the Company may have deposits

that exceed the FDIC insured limit.

The Company believes that it is not subject to unusual credit risk beyond the normal credit risk

associated with commercial banking relationships.

As of March 31, 2026 and December 31, 2025, the JPMorgan Chase Bank checking account

had $ 753,009 and $ 233,490 , respectively.

The JPM escrow account had a balance of $ 50,000 and $ 0 as of March 31, 2026 and December 31,

2025, respectively.

As of March 31, 2026 and December 31, 2025, the JPMorgan Chase savings account had $ 20,314 and $ 20,269 , respectively.

As of March 31, 2026 and December 31, 2025, the Silicon Valley Bank checking account had $ 12,590 and 6,071 , respectively, and the SVB

money market account had $ 10,000 and $ 10,000 , respectively.

The JPM Chase checking account was in excess of the FDIC limits for the three

months ended March 31, 2026.

As of March 31, 2026 and December 31, 2025, the Company maintained balances in UK bank accounts of $ 71,639

and $ 0 , respectively.

Preferred Stock and Mezzanine Equity

Company’s Series 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

Proceeds 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.

Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Fixed Asset Policy

A capital asset is defined

as a unit of property that has an economic useful life that extends beyond 12 months.

Any items costing below the threshold or not

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

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, on April 9, 2025.

The amortization

expense is derived quarterly, based on the legal life of such assets on a straight-line basis.

The three-month and nine-month amortization

expense for the period ended September 30, 2025 was $ 124,243 and $ 236,062 , respectively.

Patent & 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 purchase of the HER2 Assets is considered an

asset acquisition under ASC 805.

In connection for the purchase

of the HER2 Assets, the Company agreed to assume certain specified liabilities and to pay 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);

For the Three Months Ended March 31, 2026 and 2025

2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

capital asset is defined as a unit of property that has an economic useful life that extends beyond 12 months.

Any items costing

below the threshold or not fitting the definition of a capital asset will be expensed in the consolidated financial statements.

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.

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 three months ended March 31, 2026 and 2025 was $ 124,243 and $ 0 , respectively.

and License Acquisition

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.

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 closing stock price on the April 9, 2025 closing date was $ 1.34 ,

resulting in a corresponding reduction in the acquisition value.

The fair value of the purchase consideration is as follows:

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.

The fair 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 Transfer for the Patent & License Acquisition.

The group of patents and the

licensing is primarily focused on a set of patents for “Compositions and Methods for Evaluating Potency of Listeria-Based Immunotherapeutics,”

which is the primary patent the Company utilizes in its treatments.

This group of patents has an effective filing date on April 19, 2019.

Based on such date, the group has an estimated remaining useful life of 14 years, with amortization expense of $ 236,062 and $ 0 , respectively,

for the nine months ended September 30, 2025 and 2024.

As of September 30, 2025,

estimated amortization expenses related to the Company’s intangible assets for the years 2025 through 2039 and thereafter are as

fair value of consideration transferred

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.

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

are amortized on a straight-line basis over their estimated useful lives.

of March 31, 2026, expected future amortization expense is as follows:

From April 1 to December 31, 2026

2031 and thereafter

OS Therapies Incorporated

Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Impairment of Long-Lived Assets

The Company reviews long-lived

assets for impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable.

Recoverability

is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets or the asset groups are

expected to generate.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which

the book value of the assets exceed their fair value, which is measured based on the estimated discounted future net cash flows arising

from the assets or asset groups.

No impairment losses on long-lived assets have been recorded for the periods ended September 30,

2025 and December 31, 2024.

Deferred Offering Costs

Deferred offering costs consist

of capitalized underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to

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

As of September 30, 2025 and December 31, 2024, the Company did not have any 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.

Research and Development Costs

Research and development expenses

are charged to operations as incurred.

Research and development expenses include, among other things, salaries, costs of outside collaborators

and outside services, and supplies.

Revenue Recognition

As of the date of incorporation,

the Company adopted ASU 2014-09, Revenue from Contracts with Customers , and all subsequent amendments to the ASU (collectively,

“ASC 606”), which (i) creates a single framework for recognizing revenue from contracts with customers that fall

within its scope and (ii) revises when it is appropriate to recognize a gain (loss) from the transfer of nonfinancial assets.

Stock-Based Compensation

The Company, in accordance

with ASC 718, employs the use of stock-based compensation.

The compensation expense related to stock granted to employees and non-employees

is measured at the grant date based on the estimated fair value of the award and is recognized on a straight-line basis over the requisite

service period.

For the Three Months Ended March 31, 2026 and 2025

2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

of Long-Lived Assets

Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying value of the assets may

not be recoverable.

Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that

the assets or the asset groups are expected to generate.

If such assets are considered to be impaired, the impairment to be recognized

is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the estimated discounted

future net cash flows arising from the assets or asset groups.

No impairment losses on long-lived assets have been recorded for the

three months ended March 31, 2026 or March 31, 2025.

and Development Costs

and development expenses are charged to operations as incurred.

Research and development expenses include, among other things, salaries,

costs of outside collaborators and outside services, and supplies.

Company, in accordance with ASC 718, employs the use of stock-based compensation.

The compensation expense related to stock granted

to employees and non-employees is measured at the grant date based on the estimated fair value of the award and is recognized on a straight-line

basis over the requisite service period.

Forfeitures are recognized as a reduction of stock-based compensation expense as they occur.

Stock-based compensation

expense for an award with a performance condition is recognized when the achievement of such performance condition is determined to be

If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized

and any previously recognized compensation expense is reversed.

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.

We 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 for use of general space with JLabs for $ 750 per month, primarily to

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

The lease payment increased in January

1, 2025, with a monthly payment of $ 787.50 .

OS Therapies Incorporated

Stock-based compensation expense for an award with a performance condition is recognized when the achievement of such performance condition

is determined to be probable.

If the outcome of such performance condition is not determined to be probable or is not met, no compensation

expense is recognized and any previously recognized compensation expense is reversed.

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

In May 2025, 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 $ 811 effective January 1, 2026.

is scheduled to terminate on May 31, 2026 in connection with a change in ownership of the premises, and the Company is currently awaiting

a determination from the new owner regarding a potential renewal.

Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING

POLICIES (cont.)

The Company accounts for income

taxes using the asset-and-liability method in accordance with ASC 740, Income Taxes (“ASC 740”).

tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement

carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards.

tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

The effect on the deferred tax assets and liabilities of a change in tax rate is

recognized in the period that includes the enactment date.

A valuation allowance is recorded if it is “more likely than not”

that some portion or all of the deferred tax assets will not be realized in future periods.

The Company follows the guidance

in ASC Topic 740-10 in assessing uncertain tax positions.

The standard applies to all tax positions and clarifies the recognition

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.

For the Three Months Ended March 31, 2026 and 2025

2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Company accounts for income taxes using the asset-and-liability method in accordance with ASC 740, Income Taxes (“ASC 740”).

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial

statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which

those temporary differences are expected to be recovered or settled.

The effect on the deferred tax assets and liabilities of a change

in tax rate is recognized in the period that includes the enactment date.

A valuation allowance is recorded if it is “more likely

than not” that some portion or all of the deferred tax assets will not be realized in future periods.

Company follows the guidance in ASC Topic 740-10 in assessing uncertain tax positions.

The standard applies to all tax positions

and clarifies the recognition of tax benefits in the consolidated 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.

The second step involves measurement of the amount to be recognized.

Tax positions that meet the

more-likely than-not threshold are measured at the largest amount of tax benefit that is greater than 50 % likely of being realized upon

ultimate finalization with the 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

interest and penalties related to tax positions in income tax expense.

As of September 30, 2025 and December 31, 2024, the Company had

no unrecognized uncertain income tax positions.

Basic and Diluted Loss per Share

The Company computes loss

per share in accordance with ASC 260, Earnings per Share (“ASC 260”).

ASC 260 requires presentation

of both basic and diluted earnings per share (“EPS”) on the face of the statements of operations.

Basic EPS is computed by

dividing the net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator)

during the period.

Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock

method and convertible notes payable using the if-converted method.

Diluted EPS excludes all diluted potential shares if their effect

is antidilutive.

Below is a table listing all

preferred stock and common stock equivalents.

Common Stock Equivalents

Series A Convertible Preferred Stock

positions that meet the more-likely than-not threshold are measured at the largest amount of tax benefit that is greater than 50 % likely

of being realized upon ultimate finalization with the 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.

Company will recognize interest and penalties related to tax positions in income tax expense.

As of March 31, 2026 and December 31, 2025,

the Company had no unrecognized uncertain income tax positions.

and Diluted Loss per Share

Company computes loss per share in accordance with ASC 260, Earnings per Share (“ASC 260”).

requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statements of operations.

EPS is computed by dividing the net loss available to common shareholders (numerator) by the weighted average number of common shares

outstanding (denominator) during the period.

Diluted EPS gives effect to all dilutive potential common shares outstanding during the

period using the treasury stock method and convertible notes payable using the if-converted method.

Diluted EPS excludes all diluted

potential shares if their effect is antidilutive.

is a table listing all preferred stock and common stock equivalents:

Series A Senior Convertible Preferred

Underwriter/Placement Agent Warrants

Inducement New Warrants

Prepaid Common Stock Investors

Ayala Prepaid Warrants

Series A Warrants

OS Therapies Incorporated

Investor Warrants

Vendor Warrants

Prepaid Common Stock

Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING

POLICIES (cont.)

Stockholder approval was obtained

on April 9, 2025 for the issuance of the shares of common stock underlying the Company’s Series A Preferred Stock, which are being

treated as Mezzanine Equity, and the Series A Warrants.

The conversion price and exercise price, as applicable, of the Company’s

Series A Preferred Stock and the Series A Warrants was automatically reset to $ 1.12 per share based on the volume weight average price

of the Company’s common stock for the 10 trading days immediately preceding April 9, 2025, creating a conversion multiplier of 3.571429

of common shares to preferred shares.

The number of non-converted shares of Series A Preferred Stock outstanding as of September 30, 2025

was 392,500 shares, with a 3.571429 conversion multiplier that equates to 1,401,786 shares of common stock.

For the Three Months Ended March 31, 2026 and 2025

2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Series A Preferred Stock issued on December 31, 2024 and January 14, 2025 is reflected in the table above as of March 31, 2026 because,

although the preferred stock itself does not qualify for equity classification, the shares of common stock issuable upon conversion meet

the applicable equity classification criteria.

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 March 31, 2026,

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.

underlying underwriter warrants issued in connection with our initial public offering were outstanding as of September 30, 2025.

shares of common stock underlying warrants issued to the placement agents in connection with our PIPE financing in December 2024 and January

2025 were outstanding as of September 30, 2025, totaling 319,711 shares of common stock underlying underwriter/placement agent warrants.

Warrant holders who converted

their existing warrants during the Company’s two warrant exercise and inducement offerings held open during the period from June

23 to July 10, 2025 and August 29 to September 1, 2025, respectively, received a new warrant at an exercise price of $ 3.00 per share.

As of September 30, 2025, existing warrants to purchase an aggregate of 4,566,391 shares of common stock were exercised in exchange for

new warrants to purchase an aggregate of 4,566,391 shares of common stock.

A Warrant holder who pre-funded

the conversion its existing warrants during the Company’s warrant exercise and inducement offerings during the period from August

29 to September 1, 2025 received an aggregate of 937,500 prepaid shares of common stock.

As of September 30, 2025,

Ayala continued to hold a prepaid warrant to purchase 2,166,381 shares of common stock.

As of September 30, 2025,

holders of Series A Warrants from the Company’s PIPE financing in December 2024 and January 2025 continued to hold Series A Warrants

to purchase an aggregate of 1,337,947 shares of common stock.

1,720,054 shares of common

stock underlying the Series A Warrants were outstanding as of September 30, 2025.

Fair Value Measurements

The Company applies ASC 820

Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition

of fair value within that framework.

ASC 820 defines fair value as an exit price, which is the price that would be received for an

asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market

participants on the measurement date.

The fair value hierarchy established

in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when

measuring fair value.

Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and

are developed based on market data obtained from sources independent of the reporting entity.

Unobservable inputs reflect the entity’s

own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing

the asset or liability and are to be developed based on the best information available in the circumstances.

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

of March 31, 2026, a total of 347,117 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 235,117 shares issued to placement agents

in connection with the PIPE financing in December 2024 and January 2025.

During the Company’s two warrant exercise inducement and exchange

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 (which included

235,117 agent warrants, separately stated, and 6,919,221 investor warrants) were exercised in exchange for new warrants to purchase an

equal number of shares.

On January 14, 2026, the Company completed a closing of a third warrant exercise inducement and exchange offering,

pursuant to which less than 10 accredited investors that exercised their existing warrants received new warrants to purchase up to an

aggregate of 2,499,558 shares of the Company’s common stock at an exercise price of $ 1.40 per share, resetting the warrant price

to $ 1.40 for all warrant holders.

On March 4, 2026, the Company issued to certain accredited investors in the Bridge Financing (as defined

below), among other securities, Bridge Warrants (as defined below) to purchase up to an aggregate of 1,666,667 shares of common stock.

As of March 31, 2026, the Company had investor warrants to purchase 8,821,005 shares of common stock outstanding as of March 31, 2026.

January 27, 2026, the Company issued to a vendor a warrant to purchase 100,000 shares of common stock at an exercise price of $ 2.12 per

share, exercisable in September 2026 and expiring in September 2030.

holders who held 2,391,518 prepaid shares, exercised and received 950,000 of such shares in 2025, resulting in a balance of 1,441,518

prepaid shares of common stock as of December 31, 2025.

In connection with the third warrant exercise inducement and exchange offering,

an accredited investor pre-funded the exercise of warrants to purchase 731,175 shares, bringing the Company’s outstanding prepaid

common stock to 2,172,693 shares.

Value Measurements

Company applies ASC 820 Fair Value Measurement (“ASC 820”), which establishes a framework for measuring

fair value and clarifies the definition of fair value within that framework.

ASC 820 defines fair value as an exit price, which

is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous

market in an orderly transaction between market participants on the measurement date.

Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three Months Ended March 31, 2026 and 2025

2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the

use of unobservable inputs when measuring fair value.

Observable inputs reflect the assumptions that market participants would use in

pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity.

inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market

participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

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.

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 September 30, 2025 and December 31, 2024, the carrying value of the warrant

liability in the aggregate was $ 0 and $ 1,971,975 , respectively (See Note 8).

The valuation hierarchy is

composed of three levels.

The classification within the valuation hierarchy is based on the lowest level of input that is significant

to the fair value measurement.

valuation hierarchy is composed of three levels.

The classification within the valuation hierarchy is based on the lowest level of input

that is significant to the fair value measurement.

The levels within the valuation hierarchy are described below:

Level 1 — Assets and

liabilities with unadjusted, quoted prices listed on active market exchanges.

Inputs to the fair value measurement are observable inputs,

such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to

the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well

as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to

the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market

data exists for the assets or liabilities.

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Warrant Liability

The Company does not use derivative

instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all its financial instruments, including

issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives,

pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The classification of derivative

instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting

The warrants issued in connection

with a Securities Purchase Agreements, 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 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.

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.

NOTE 3 — RELATED PARTY TRANSACTIONS

Accrued Payroll

On September 30, 2025 and

December 31, 2024, the Company had a payroll payable to the CEO of $ 0 and $ 8,871 , respectively, and related payroll taxes payable of $ 0

and $ 88,386 , respectively.

During the period ended September 30, 2025 and December 31, 2024, the Company made advances on the payroll

payable, and the CEO made repayments.

The following summarizes activity

in respect to payroll advances to the CEO:

Balance December 31, 2023

Advances during 2024

Balance December 31, 2024

Advances during 2025

Repayments 2025

Balance September 30, 2025

OS Therapies Incorporated

1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges.

Inputs to the fair value

measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with

similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable

at commonly quoted intervals.

3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques

when little or no market data exists for the assets or liabilities.

Accounting Pronouncements

The Company has evaluated 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.

The Company is assessing the impact of adopting ASU 2024-03

other recently issued accounting pronouncements are expected to have a material impact on the Company’s financial statements at

Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 3 — RELATED PARTY TRANSACTIONS

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 2024 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 September 30, 2025 of $ 0 .

All related party payroll

advances shown as employee advances for Mr.

Romness in the nine months ended September 30, 2025 are expected to be repaid in 2025.

party payroll advances for Mr.

Romness had a balance of $ 41,852 in the nine months ended September 30, 2025.

All advances in the nine

months ended September 30, 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 $ 0 as of

September 30, 2025 and December 31, 2024, respectively.

The convertible notes were converted into common stock upon consummation

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

Related Party Accounting Fees

The Company has a bill in

accounts payable of $ 15,925 for the period ended September 30, 2025 and $ 26,765 for the period ended December 31, 2024 to Shore Accountants

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

NOTE 4 — CONVERTIBLE DEBT

For the Three Months Ended March 31, 2026 and 2025

3 — RELATED PARTY TRANSACTIONS

As of March 31, 2026 and December 31, 2025, the Company had payroll

payable to the CEO of $ 0 and $ 36,792 , respectively, and related payroll taxes payable of $ 989 and $ 1,279 , respectively.

During the three

months ended March 31, 2026 and 2025, the Company made advances on payroll payable, and the CEO repaid amounts previously advanced.

Party Accounting Fees

As of March 31, 2026 and December 31, 2025, the Company had accounts

payable of $ 70 and $ 0 , 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.

4 — CONVERTIBLE DEBT

The Company’s convertible

notes are separated into seven groups — A, B, C, D, E, F and BlinkBio — per the table below:

September 30,

2025 December 31,

Conversion Carrying Carrying

Group Rate Maturity Collateral Rate Amount Amount

A 10 % 10/31/2025 None 80 % - 87.5 % $ —

B 6 % 10/31/2025 None 80 % $ —

C 6 % 10/31/2025 None 80 % $ —

D 6 % 10/31/2025 None 50 % $ —

E 6 % 10/31/2025 None 50 % $ —

F 6 % 10/31/2025 None 50 % $ —

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

The above convertible notes

were all converted into common stock on August 2, 2024 upon consummation of the Company’s initial public offering.

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT

Commencing in July 2018 through

November 2021, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”)

with certain lenders (together, the “Holders” or individually, the “Holder”).

Interest on the unpaid principal

balance accrues at a rate of 10 % per annum, computed on the basis of the actual number of days elapsed and a year of 365 days.

Unless earlier converted into shares of Equity Securities, the principal and accrued interest will be due and payable by the Company on

demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing

of the Next Equity Financing (as defined below).

The stated Maturity Date was extended on October 24, 2023, under the same terms, until

October 31, 2024.

The Notes will automatically

convert into the type of Equity Securities issued in the Next Equity Financing upon closing.

The number of shares of such Equity Securities

to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note

on the date of conversion of 80 – 87.5 % of the price paid per share for Equity Securities by the investors in the Next

Equity Financing.

Equity Securities refers to Company’s common stock or preferred stock and Next Equity Financing refers to the

next sale (or series of related sales) by the Company of its equity securities from which the Company receives gross proceeds of not less

than $ 3,000,000 (including the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of

promissory notes) or $ 5,000,000 , depending upon the signed agreement terms.

In the event that the Company

raises aggregate additional cash proceeds of at least $ 3,000,000 or $ 5,000,000 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 12.5 % of the equity stock conversion price.

The Company, at its option, may pay all accrued, but unpaid, interest

and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price.

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 September 30, 2025 and September 30, 2024 is summarized as follows:

September 30,

Principal amount outstanding

discounts (issuance, redemptions)

Amortization of discounts

Carrying value

Less Related Party Portion

Convertible Notes – A

The balance as of December

31, 2024 was $ 0 , as the notes converted into shares of common stock in connection with the closing of the Company’s initial public

offering on August 2, 2024.

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT

Commencing in May 2020,

the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain

lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated

Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the

investors brought in by an investment bank.

Interest on the unpaid principal balance accrues at a rate of 6 % per annum, computed on the

basis of the actual number of days elapsed and a year of 365 days.

Unless earlier converted into shares of Equity Securities,

the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the

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

The stated Maturity

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

The Notes will automatically

convert into the type of Equity Securities issued in the Next Equity Financing upon closing.

The number of shares of such Equity Securities

to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note

on the date of conversion of 80 % of the price paid per share for Equity Securities by the investors in the Next Equity Financing.

Securities refers to Company’s common stock or preferred stock and Next Equity Financing refers to the next sale (or series of related

sales) by the Company of its equity securities from which the Company receives gross proceeds of not less than $ 10,000,000 (including

the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of promissory 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 12.5 % of the equity stock conversion price.

The Company, at its option,

may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable

conversion price.

The Company evaluated the

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.

The convertible debt balance

at September 30, 2025 and September 30, 2024 is summarized as follows:

September 30,

Principal amount outstanding

discounts (issuance, redemptions, warrants)

( 1,818,939 )

Amortization of discounts

Carrying value

The balance as of December 31, 2024 was $ 0 , as

the notes converted into shares of common stock in connection with the closing of the Company’s initial public offering on August

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT

Commencing in July 2021,

the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain

lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated

Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the

investors brought in by an investment bank.

Interest on the unpaid principal balance accrues at a rate of 6 % per annum, computed on the

basis of the actual number of days elapsed and a year of 365 days.

Unless earlier converted into shares of Equity Securities,

the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the

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

The stated Maturity

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

The Notes will automatically

convert into the type of Equity Securities issued in the Next Equity Financing upon closing.

The number of shares of such Equity Securities

to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note

on the date of conversion of 80 % of the price paid per share for Equity Securities by the investors in the Next Equity Financing.

Securities refers to the Company’s common stock or preferred stock and Next Equity Financing refers to the next sale (or series

of related sales) by the Company of its equity securities from which the Company receives gross proceeds of not less than $ 10,000,000

(including the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of promissory 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 12.5 % of the equity stock conversion price.

The Company, at its option,

may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable

conversion price.

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 September 30, 2025 and September 30, 2024 is summarized as follows:

September 30,

Principal amount outstanding

discounts (issuance, redemptions, warrants)

( 1,088,223 )

Amortization of discounts

Carrying value

The balance as of December

31, 2024 was $ 0 , as the notes converted into shares of common stock in connection with the closing of the Company’s initial public

offering on August 2, 2024.

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT

Commencing in November 2022,

the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain

lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated

Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the

Investors brought in by an investment bank.

Interest on the unpaid principal balance accrues at a rate of 6 % per annum, computed on the

basis of the actual number of days elapsed and a year of 365 days.

Unless earlier converted into shares of Equity Securities,

the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the

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

The stated Maturity

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

The Notes will automatically

convert into the type of Equity Securities issued in the Next Equity Financing upon closing.

The number of shares of such Equity Securities

to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note

on the date of conversion of 50 % of the price paid per share for Equity Securities by the investors in the Next Equity Financing.

Securities refers to Company’s common stock or preferred stock and Next Equity Financing refers to the next sale (or series of related

sales) by the Company of its equity securities from which the Company receives gross proceeds of not less than $ 10,000,000 (including

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

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,

may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable

conversion price.

The Company evaluated the

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.

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT

The convertible debt balance

at September 30, 2025 and September 30, 2024 is summarized as follows:

September 30,

Principal amount outstanding

discounts (issuance, redemptions, warrants)

( 1,864,654 )

Amortization of discounts

Carrying value

The balance as of December

31, 2024 was $ 0 , as the notes converted into shares of common stock in connection with the closing of the Company’s initial public

offering on August 2, 2024.

Commencing in February 2023,

the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain

lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated

Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the

investors brought in by an investment bank.

Interest on the unpaid principal balance accrues at a rate of 6 % per annum, computed on the

basis of the actual number of days elapsed and a year of 365 days.

Unless earlier converted into shares of Equity Securities,

the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the

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

The stated Maturity

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

The Notes will automatically

convert into the type of Equity Securities issued in the Next Equity Financing upon closing.

The number of shares of such Equity Securities

to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note

on the date of conversion of 50 % of the price paid per share for Equity Securities by the investors in the Next Equity Financing.

Securities refers to Company’s common stock or preferred stock and Next Equity Financing refers to the next sale (or series of related

sales) by the Company of its equity securities from which the Company receives gross proceeds of not less than $ 10,000,000 (including

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

The Company, at its option,

may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable

conversion price.

The Company evaluated the

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.

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT (cont.)

The convertible debt balance

at September 30, 2025 and September 30, 2024 is summarized as follows:

September 30,

Principal amount outstanding

discounts (issuance, redemptions, warrants)

Amortization of discounts

Carrying value

Less related party portion

Convertible Notes – E

The balance as of December 31, 2024 was $ 0 , as

the notes converted into shares of common stock in connection with the closing of the Company’s initial public offering on August

Commencing in June 2023, the

Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain

lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated

Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the

investors brought in by an investment bank.

Interest on the unpaid principal balance accrues at a rate of 6 % per annum, computed on the

basis of the actual number of days elapsed and a year of 365 days.

Unless earlier converted into shares of Equity Securities,

the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the

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

The stated Maturity

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

The Notes will automatically

convert into the type of Equity Securities issued in the Next Equity Financing upon closing.

The number of shares of such Equity Securities

to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note

on the date of conversion of 50 % of the price paid per share for Equity Securities by the investors in the Next Equity Financing.

Securities refers to Company’s common stock or preferred stock and Next Equity Financing refers to the next sale (or series of related

sales) by the Company of its equity securities from which the Company receives gross proceeds of not less than $ 10,000,000 (including

the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of promissory 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 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,

may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable

conversion price.

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 Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT (cont.)

The convertible debt balance

at September 30, 2025 and September 30, 2024 is summarized as follows:

September 30,

Principal amount outstanding

discounts (issuance, redemptions, warrants)

( 1,212,718 )

Amortization of discounts

Carrying value

The balance as of December

31, 2024 was $ 0 , as the notes converted into shares of 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

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 did not enter 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 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 nine months ended September

30, 2025 and the year ended December 31, 2024.

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.

Fees Associated with Convertible Debt Raise

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.

Make-whole liability — Shares

due Noble Capital

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

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.

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT (cont.)

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.

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 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 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.

Alan resigned on June 30,

2023, and Christopher Acevedo, current CFO, took his position.

Acevedo was awarded the balance of Mr.

Musso’s shares upon the

successful initial public offering.

The Company’s make-whole

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

Name Position # Shares Value Date Earned

Alan Musso Former CFO 3,125 $ 12,500 March 1, 2023

Christopher Acevedo Current CFO 9,375 37,500 Upon IPO

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 for each of the periods

ended September 30, 2025 and December 31, 2024 was $ 0 .

OS Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 4 — CONVERTIBLE DEBT

Warrants for Placement Agent — Noble

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 from 2023 to December 31, 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 nine months ended September 30, 2025 was $ 0 and in the nine months ended

September 30, 2024 was $ 49,840 .

The total unamortized discount of those warrants was $ 0 and $ 0 as of September 30, 2025 and December 31,

2024, 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 and exercised their remaining warrants in a reduced cashless transaction

for an aggregate of 294,977 shares of common stock in December 2024.

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 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 24, 2024, the

Company entered into the Purchase Agreement and, in connection therewith, Brookline earned warrants initially exercisable into an aggregate

of 39,918 shares at an initial exercise price of $ 4.40 per share, which were subsequently adjusted to 156,821 shares at an exercise price

of $ 1.12 per share, and subject to further adjustment as set forth therein.

The warrants are exercisable by the holder for a period of

five years from April 9, 2025.

As of September 30, 2025, warrants to purchase an aggregate of 156,821 shares were outstanding.

In connection with the Purchase

Agreement, Ceros earned warrants initially exercisable into an aggregate of 13,951 shares at an initial exercise price of $ 4.40 per share,

which were subsequently adjusted to 54,807 shares at an exercise price of $ 1.12 per share, and subject to further adjustment as set forth

The warrants are exercisable by the holder for a period of five years from April 9, 2025.

As of September 30, 2025, warrants

to purchase an aggregate of 52,872 shares were outstanding.

Short-Term Loan

An investor lent the Company

$ 100,000 on March 7, 2024.

The note is a demand note, carrying interest at 8 % and was used for working capital purposes.

An investor lent

the Company $ 150,000 on June 28, 2024.

The note is a demand note, carrying interest at 8 % and was also used for working capital purposes.

The Company repaid these loans, including accrued interest thereon, in August 2024.

OS Therapies Incorporated

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 Convertible Notes”), accruing interest at 4.0 % per annum and maturing on March 4, 2027,

and (ii) warrants to purchase up to 1,666,667 shares of common stock at an initial exercise price of $ 1.40 per share, subject to adjustment

as provided therein, and exercisable for a period of five years from the date of issuance (the “Bridge Warrants” and such

private placement transaction, the “Bridge Financing”).

The Bridge Convertible Notes were sold at a 10 % original issue discount,

for aggregate gross cash proceeds of $ 2,000,000 , before deducting placement agent fees and other offering expenses.

Bridge Convertible Notes were convertible into shares of the Company’s common stock or other of its securities under certain circumstances.

Upon the consummation of 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, were to 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 Convertible Notes, holders could elect to convert the Bridge Notes, in whole or in part,

into shares of the Company’s 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

The Bridge Convertible Notes also contained anti-dilution provisions tied to dilutive issuances and certain variable-rate

transactions.

The Company evaluated the embedded conversion features under ASC 815-15.

The voluntary conversion option was determined to meet the own-equity scope exception in ASC 815-40-15, as its terms allowed for variability

to inputs that were indexed to the Company’s own equity.

The mandatory conversion, however, is an embedded conversion feature that

requires settlement into the securities sold in a future qualified offering, which could consist of units of common stock and warrants

or other securities and, as a result, did not qualify for the own-equity scope exception in ASC 815-40-15.

The Company determined the

fair value of the associated embedded conversion feature related to the mandatory conversion feature is immaterial and, therefore, did

not record it separately as a derivative liability.

Proceeds from the Bridge Financing were allocated between the Bridge

Convertible Notes and the accompanying Bridge Warrants on a relative fair value basis.

Of the $ 2,000,000 in initial proceeds, $ 567,402

was allocated to the Bridge Warrants (recorded as additional paid-in capital), with the remaining amount of $ 1,432,598 allocated to the

Bridge Convertible Notes.

The resulting debt discount on the Bridge Convertible Notes is being accreted to face value through interest

expense using the effective interest method over the contractual term of the Bridge Convertible Notes.

For the three months ended March

31, 2026, the Company recognized $ 6,372 of contractual interest expense on the Bridge Convertible Notes and $ 68,972 of non-cash interest

expense related to the amortization of the debt discount.

Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 5 — TEDCO GRANT

In May of 2021, the Company

received the first of two tranches from TEDCO’s Rural & Underserved Business Recovery from Impact of COVID-19 (RUBRIC)

Grant in the amount of $ 50,000 .

A second tranche of $ 50,000 was received in October 2021 for a total reimbursable grant amount

of $ 100,000 .

The Company is obligated to report on and pay to TEDCO 3% of their quarterly revenues for a five-year period following

the reward date.

For the Three Months Ended March 31, 2026 and 2025

4 — CONVERTIBLE DEBT (cont.)

Bridge Warrants were determined to be indexed to the Company’s own stock and to meet the equity-classification conditions in ASC

Although the Bridge Warrants contain a full-ratchet down-round adjustment and a Qualified Offering reset provision, both adjustments

operate only to reduce the exercise price (i.e., are conditional and downward-only) and therefore qualify for the down-round carve-out

Accordingly, the Bridge Warrants do not preclude equity classification.

If a down-round trigger occurs in a future period,

the incremental value delivered to the warrant holders will be recognized as a deemed dividend to common stockholders pursuant to ASC

April 2, 2026, upon consummation of the 2026 Registered Direct Offering (as defined below), the Bridge Convertible Notes, together with

all accrued and unpaid interest thereon, automatically converted into an aggregate of 1,576,311 shares of the Company’s common

stock and warrants to purchase up to 1,576,311 shares of the Company’s common stock (See Note 10).

5 — TEDCO GRANT

May of 2021, the Company received the first of two tranches from TEDCO’s Rural & Underserved Business Recovery from

Impact of COVID-19 (RUBRIC) Grant in the amount of $ 50,000 .

A second tranche of $ 50,000 was received in October 2021 for a total

reimbursable grant amount of $ 100,000 .

The Company is obligated to report on and pay to TEDCO 3% of their quarterly revenues for

a five-year period following the reward date.

Income from grants and investments are not considered revenues.

Royalties due to TEDCO are capped at 150 % of the amount

of the award or $ 150,000 total.

The Company has the option to eliminate the quarterly royalty obligation by making an advance payment

prior to the end of the five-year period, in which case, the Company will receive a 10 % reduction of the royalty cap percentage for each

year prior to the expiration of the five-year reimbursement period that the grant is repaid in full.

If the Company ceases to meet eligibility

requirements the reimbursement obligation will become due to TEDCO immediately;

however, the discount for meeting the obligation will

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Employee Commitments

There are no employee commitments

as the Company operates on an at-will employment basis.

Rental Agreement

The Company has rented, on

a month-to-month basis, a virtual office at JLabs in New York, New York (owned by Johnson & Johnson).

The current rent

for Johnson and Johnson is $ 787.50 per month, with rent expense for the nine months ended September 30, 2025 and 2024 of $ 5,513 and $ 1,750 ,

respectively.

License Obligation and Manufacturing Agreements

Advaxis (now Ayala)

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 were non-creditable and non-refundable and were due and payable upon the occurrence of the corresponding milestone event.

clarity, each milestone payment was 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 nine months ended

September 30, 2025 and for the year ended December 31, 2024, no payments were made.

A $ 400,000 payment was made to Ayala, together with

payment of stock consideration, in connection with the Company’s purchase of the HER2 Assets on April 9, 2025, terminating this

license agreement.

OS Therapies Incorporated

Royalties due to TEDCO

are capped at 150 % of the amount of the award or $ 150,000 total.

The Company has the option to eliminate the quarterly royalty obligation

by making an advance payment prior to the end of the five-year period, in which case, the Company will receive a 10 % reduction of the

royalty cap percentage for each year prior to the expiration of the five-year reimbursement period that the grant is repaid in full.

If the Company ceases to meet eligibility requirements the reimbursement obligation will become due to TEDCO immediately;

discount for meeting the obligation will still apply.

6 — COMMITMENTS AND CONTINGENCIES

are no employee commitments as the Company operates on an at-will employment basis.

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 $ 811 .

Rent expense for the three months

ended March 31, 2026 and 2025 was $ 2,433 and $ 3,150 , respectively.

Obligation and Manufacturing Agreements

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.

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

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 ) in May 2021.

No milestone payments were made for the three months ended March 31, 2026 or March 31, 2025.

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 and pre-funded warrants as consideration.

All common stock and pre-funded warrants

were issued to Ayala in 2025.

Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 6 — COMMITMENTS AND CONTINGENCIES

The milestone events and financial

terms were 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

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 were

non-creditable and non-refundable and were 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 was 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 agreed to 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 nine

months ended September 30, 2025 and for the year ended December 31, 2024.

In connection with the purchase

of the HER2 Assets, the license agreement is terminated, and no further royalties to Ayala will be due.

In July 2020, the Company

entered into a Licensing Agreement with BlinkBio, Inc., to utilize their proprietary technology.

As of August 2020, the $ 300,000

License fee was fully paid and recorded in license expense.

These payments have been recorded in the Licensing expenses of the accompanying

statement of operations.

No payments were due or made in 2024 or the nine months ended September 30, 2025.

The Company is studying the

drug and is pursuing science that will lead to a toxicology study;

however, the work is in its early stages.

A payment schedule for future

milestones is summarized below.

For the Three Months Ended March 31, 2026 and 2025

6 — COMMITMENTS AND CONTINGENCIES (cont.)

In July 2020, the Company entered into a Licensing Agreement with

BlinkBio, Inc., to utilize their proprietary technology.

As of August 2020, the $ 300,000 License fee was fully paid and recorded

in license expense.

These payments have been recorded in the Licensing expenses of the accompanying statement of operations.

were due or made in the three months ended March 31, 2026 and 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.

Milestone Bearing Event Milestone

4 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 Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 6 — COMMITMENTS AND CONTINGENCIES

The Company will make the

cash payments set forth in the table above by wire transfer of immediately available funds, to BlinkBio within 30 days of the occurrence

of each milestone set forth with respect to the first Product to attain each such milestone, except that the first Milestone above will

apply with respect to The Company’s first product candidate.

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 %.

were due in the nine months ended September 30, 2025 and for the year ended December 31, 2024.

For the avoidance of doubt,

each milestone payment will be payable only once, and the aggregate amount of Milestone payments payable hereunder will not exceed $ 22,375,000 .

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

Company will make the cash payments set forth in the table above by wire transfer of immediately available funds, to BlinkBio within

30 days of the occurrence of each milestone set forth with respect to the first Product to attain each such milestone, except that

the first Milestone above will apply with respect to The Company’s first product candidate.

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 three months ended March 31, 2026 and 2025.

the avoidance of doubt, each milestone payment will be payable only once, and the aggregate amount of Milestone payments payable hereunder

will not exceed $ 22,375,000 .

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

George Clinical Inc.

In June 2020, the Company

entered into a Research Service Agreement, as amended, with George Clinical Inc., to use their clinical research services for the Company’s

“ 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 nine months ended September 30, 2025 and 2024, the total research

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

The fee schedule for certain fees

and corresponding payment amounts is set forth below.

Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three Months Ended March 31, 2026 and 2025

6 — COMMITMENTS AND CONTINGENCIES (cont.)

Clinical Inc.

In June 2020, the Company entered into a Research Service Agreement,

as amended, with George Clinical Inc., to use their clinical research services for the Company’s study:

“ 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 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 three months ended March 31, 2026 and 2025, the total research and development expenses

recorded in the statement of operations were $ 0 and $ 0 , 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 over course of study

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 September 30, 2025, the

balance due to George Clinical was $ 0 , and the services agreement has terminated on its terms.

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);

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 March 31, 2026,

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.

Company has contracted with Biolacuna Ltd, a global life sciences advisory firm, to assist with the following agencies requirements to

Medicines Agency (EMA, Europe);

Evaluation Board (MEB, Netherlands);

and Healthcare products Regulatory Agency (MHRA, United Kingdom);

Food and Drug Administration (FDA, United States).

For the nine months ended

September 30, 2025, the Company has paid $ 2,397,131 in consulting fees, with accounts payable as of September 30, 2025 of $ 2,022,496 .

The contract with Biolacuna is estimated to exceed $ 5.2 million in 2025.

OS Therapies Incorporated

For the three months ended March 31, 2026, the Company paid $ 6,515,059

in consulting fees, which includes refundable value-added tax (VAT) expenses.

As of March 31, 2026 and December 31, 2025, accounts payable

related to consulting fees and VAT totaled $ 9,943,617 and $ 7,323,386 , respectively.

Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September

30, 2025 and 2024

NOTE 6 — COMMITMENTS AND CONTINGENCIES (cont.)

Trustees for the University of Pennsylvania

In connection with the purchase of the HER2 Assets, the Company was

assigned by Ayala a licensing agreement with the Trustees of the University of Pennsylvania for HER2 Constructs, the Company’s lead

product candidate, and the use of Advaxis HER2 Constructs.

The Company has agreed to pay an annual fee to the Trustees of the University

of Pennsylvania.

In April 2025, the Company paid a fee of $ 266,317 for the nine months ended September 30, 2025.

In addition, the Company

has agreed to pay a royalty of 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 license.

Legal Proceedings

From time to time, the Company

may be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of business.

of these claims could subject the Company to costly legal expenses and, while management generally believes that there will be adequate

insurance to cover different liabilities at such time the Company becomes a public company and commences clinical trials, the Company’s

future insurance carriers may deny coverage or policy limits may be inadequate to fully satisfy any damage awards or settlements.

were to happen, the payment of any such awards could have a material adverse effect on the results of operations and financial position.

Additionally, any such claims, whether or not successful, could damage the Company’s reputation and business.

The Company is currently

not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, could

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

The Company participated in an arbitration

hearing that ended on November 7, 2025 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 along with any Company equity

offerings that continue for a period of 12 months thereafter.

The Company awaits a formal ruling by the arbitrators, which could take

two to three months.

The Company expects a resolution in February 2026.

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 September 30, 2025 and December 31, 2024, the Company

had 33,269,981 and 20,869,908 shares of common stock outstanding, respectively.

Common stock has voting rights .

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.

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 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.

OS Therapies Incorporated

the Three Months Ended March 31, 2026 and 2025

6 — COMMITMENTS AND CONTINGENCIES (cont.)

for 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 .

In addition, the Company is obligated to pay a royalty equal to 1.5 % of net sales related to:

● OST-HER2-related

● ADXS-503-related

● ADXS-504-related

related to any new immunotherapy drug candidates created from the Lm platform during

the term of such licensing agreement.

time to time, the Company may be involved in disputes, including litigation, relating to claims arising out of operations in the normal

course of business.

Any of these claims could subject the Company to costly legal expenses and, while management generally believes that

there will be adequate insurance to cover different liabilities at such time the Company becomes a public company and commences clinical

trials, the Company’s future insurance carriers may deny coverage or policy limits may be inadequate to fully satisfy any damage

awards or settlements.

If this were to happen, the payment of any such awards could have a material adverse effect on the results of

operations and financial position.

Additionally, any such claims, whether or not successful, could damage the Company’s reputation

and business.

The Company is currently not a party to any legal proceedings, the adverse outcome of which, in management’s opinion,

individually or in the aggregate, could have a material adverse effect on the Company’s results of operations or financial position.

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

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 $ 308,805 .

The Company also incurred $ 15,128 in arbitration-related fees.

total amount of $ 1,379,361 has been accrued in the Company’s financial statements as of March 31, 2026 and December 31, 2025 and

is recorded within accrued expenses.

The Company does not intend to challenge the ruling.

In accordance with ASC 450, the obligation

is considered both probable and reasonably estimable.

Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 7 — EQUITY (cont.)

During two warrant exercise

inducement period from June 23 to July 10, 2025 and August 29 to September 1, 2025, all warrant holders of the Series A Warrants that

exercised such warrants at the then-current exercise price of $ 1.12 per share received a new warrant to purchase a number of shares of

common stock equal to the number of shares exercised.

Such new warrants have an exercise price of $ 3.00 per share and a term of exercise

of five years from the date of issuance and are immediately exercisable.

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

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.

On 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 nine

months ended September 30, 2025 and for the year ended December 31, 2024 was $ 0 and $ 31,250 , respectively, for a total accrued dividend

payable at September 30, 2025 of $ 375,000 .

The Preferred Stock has the

following rights and privileges:

For the Three Months Ended March 31, 2026 and 2025

In 2021, the Company’s common stock was initially split into

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 March 31, 2026 and December 31, 2025, the Company had 39,278,192

and 37,113,082 shares of common stock outstanding, respectively.

Common stock has voting rights .

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 services.

the three months ended March 31, 2026, the Company issued 1,891,077 shares of common stock to investors in connection with its third

warrant exercise inducement and exchange offering conducted in January 2026 and received payment for an additional 731,175 shares of

prepaid common stock during the same period.

The Company also issued 148,695 shares of common stock to vendors as compensation and reconciled

investor accounts for 125,338 shares of common stock relating to 2025 transactions.

2021, the Company authorized 5,000,000 shares of Preferred Stock, of which 1,400,000 were designated as Series A Preferred Stock.

of 1,302,082 shares of Series A Preferred Stock were issued, which carried a 5 % cumulative dividend and liquidation preference over common

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 three months ended March

31, 2026 and 2025 was $ 0 and $ 0 , respectively, resulting in a total accrued dividend payable of $ 375,000 as of both March 31, 2026 and

December 31, 2025.

Preferred Stock has the following rights and privileges:

Voting — Votes

19 unchanged sentences

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

OS Therapies Incorporated

Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 7 — EQUITY (cont.)

Stock Options

The following are the common

stock options issued to employees and consultants for services during the nine months ended September 30, 2025:

For the Three Months Ended March 31, 2026 and 2025

7 — EQUITY (cont.)

following table summarizes the common stock options issued to employees and consultants for services during the three months ended March

Common Stock Options

3 unchanged sentences

Outstanding at January 1, 2026 6,771,250 $ 1.83 4.43 -

Outstanding at September 30, 2025 2,866,750 $ 1.86 3.92 -

Exercisable at September 30, 2025 -

The fair value of the options

granted during the year ended December 31, 2024 was estimated at the date of grant using the Black-Scholes option-pricing model with the

following assumptions:

Granted 2,050,500 $ 1.47 4.82 -

Forfeited ( 463,750 ) $ 1.86 3.68 -

Outstanding at March 31, 2026 8,357,500 $ 1.74 4.37 -

Exercisable at March 31, 2026 2,400,000 $ 1.86 3.68 -

fair value of the options granted during the three months ended March 31, 2026 was estimated at the date of grant using the Black-Scholes

option-pricing model with the following assumptions:

March 31, 2026

Volatility (based on peer companies) 112 %

2 unchanged sentences

Estimated Life in years 4

During the nine months ended

September 30, 2025 and 2024, the Company recognized share-based compensation expense of $ 2,661,396 and $0 , respectively, related to common

stock options.

The Company expects to recognize additional compensation expense of $ 582,731 in fourth quarter of 2025 related to these

common stock options assuming all awards will vest.

NOTE 8 — REDEEMABLE PREFERRED

STOCK, MEZZAININE EQUITY AND WARRANT LIABILITY

Securities Purchase Agreement

During the three months ended March 31, 2026 and 2025, the Company

recognized combined share-based compensation expense of $ 1,435,362 and $ 941,283 , 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.

Forfeitures during the three months ended March 31, 2026 included the

cancellation of 300,000 common stock options previously awarded to the CEO in December 2024.

The cancellation was approved to better align

outstanding common option awards with annual approved award limits pursuant to the Company’s 2023 Incentive Compensation Plan.

forfeited awards were fully vested in previous years, resulting in no share-based compensation expense recorded in the three months ended

March 31, 2026.

As of March 31, 2026, the total unrecognized share-based compensation

expense related to unvested common stock options was $ $ 4,578,955 and will be recognized upon vesting.

Warrants for Underwriter and Placement Agents — 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.

Therapies Incorporated

Notes to the Consolidated

Financial Statements

the Three Months Ended March 31, 2026 and 2025

7 — EQUITY (cont.)

On December 24, 2024, the

Company entered into the Purchase Agreement with various institutional and accredited investors.

The Company completed the initial closing

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 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 .

Based 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:

(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.

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 above.

The Mezzanine Equity during

the period from April 9, 2025 through September 30, 2025 had converted to 4,939,808 shares of common stock.

Of the original 1,775,750

shares of Series A Preferred Stock, a total of 273,750 and 1,383,250 shares were converted during the three months and nine months ended

September 30, 2025, respectively.

OS Therapies Incorporated

Company entered into a securities purchase agreement, dated as of December 24, 2024 (the “Purchase Agreement”), and, in connection

therewith, Brookline earned warrants initially exercisable for 39,918 shares at $ 4.40 per share.

These 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 March 31, 2026, warrants to purchase 156,821 shares

remained outstanding.

Warrant Inducements

Warrant Exercise Inducement and Exchange Offering .

On January 14, 2026, the Company closed on a third warrant exercise

inducement and exchange offering, pursuant to which less than 10 accredited investors holding existing warrants to purchase up to an

aggregate of 5,382,148 shares of common stock at then-current exercise prices of $ 3.00 or $ 2.10 per share exercised for cash their warrants

to purchase 2,499,558 shares of common stock at a reduced exercise price of $ 1.40 per share.

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, immediately exercisable from issuance for a period of five years .

Privately Negotiated Warrant Exercise Inducement and Exchange Agreements .

During the period from January 10, 2026 to March 31, 2026, the Company entered into privately negotiated warrant exercise inducement and exchange agreements, pursuant to which certain holders of existing warrants exercised for cash their existing warrants to purchase 74,108 shares of 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 74,108 shares of common stock at an exercise price of $ 1.40 per share, subject to adjustment as provided therein, immediately exercisable from issuance for a period of five years .

cash proceeds from both inducements was $ 3,671,152 , and related issuance costs was $ 294,892 .

In each case, the inducement transactions

were accounted for as warrant modifications under ASC 470.

The incremental fair value delivered to the inducement participants, measured

as the difference between the fair value of the new warrants issued and the fair value of the existing warrants immediately before modification,

both determined using a binomial lattice model, was recognized as an inducement charge through additional paid-in capital and is presented

as a deduction from net income available to common stockholders for purposes of computing earnings per share.

For the three months ended

March 31, 2026, the inducement charges totaled $ 927,576 for the third warrant exercise inducement and exchange offering and $ 21,791 for

the privately negotiated warrant exercise inducement and exchange transactions ($ 949,367 in aggregate).

Both the original exercised warrants

and the new warrants issued were equity-classified under ASC 815;

accordingly, the modification accounting was affected entirely within

stockholders’ equity with no income statement impact other than the EPS-numerator adjustment described above.

8 — REDEEMABLE PREFERRED STOCK, MEZZANINE EQUITY AND WARRANT LIABILITY

Purchase Agreement

December 24, 2024, the Company entered into the Purchase Agreement with various institutional and accredited investors.

The Company completed

the initial closing 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 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.

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.

$ 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

Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 8 — REDEEMABLE PREFERRED STOCK, MEZZAININE

EQUITY 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.

For the Three Months Ended March 31, 2026 and 2025

8 — REDEEMABLE PREFERRED STOCK, MEZZANINE EQUITY AND WARRANT LIABILITY (cont.)

Since inception (April 9, 2025) through March 31, 2026, Mezzanine Equity

converted into 4,939,808 shares of common stock.

As of March 31, 2026, 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.

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.

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

As of December 31, 2024, the carrying value of the Warrant liability in aggregate was $ 1,971,975 .

The following assumptions

were made as of December 31, 2024 in the model:

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 $ 4.28 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 %.

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, 2025 the carrying value of the 263,250 issued warrants was $ 330,781 .

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;

following assumptions were made as of April 9, 2025 based on stockholder approval in the model for the aggregate warrants:

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 September 30, 2025,

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

For the nine months ended September 30, 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

As of September 30, 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 September 30, 2025.

September 30,

Cash proceeds

Fair value of Warrant liability

( 2,302,756 )

Residual value allocated to Series A Preferred Stock

( 4,800,244 )

Unallocated cash proceeds

September 30,

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 September 30, 2025

OS Therapies Incorporated

(4) expected stock price volatility of 23.26 %.

As of March 31, 2026 and December 31, 2025, the carrying value of the

Warrant liability in aggregate was $0 and $ 0 , respectively.

During the three months ended March 31, 2026 and 2025, the Company recorded

a gain on the change in fair value of the Warrant Liability in the amount of $ 0 and $ 1,122,561 , respectively.

Therapies Incorporated

Notes to the Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

NOTE 9 — SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates as one operating

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer , who reviews financial

information presented on a consolidated basis.

The CODM uses consolidated operating margin and net income to assess financial performance

and allocate resources.

These financial metrics are used by the CODM to make key operating decisions, such as the determination of the

rate at which the Company seeks to grow global operating margin and the allocation of budget between cost of revenues, sales and marketing,

technology and development, and general and administrative expenses.

The following table presents

selected financial information with respect to the Company’s single operating segment for the three and nine months ended September

30, 2025 and 2024:

September 30,

For the Three Months Ended March 31, 2026 and 2025

9 — SEGMENT AND GEOGRAPHIC INFORMATION

Company operates as one operating segment.

The Company’s chief operating decision maker (“CODM”) is its Chief

Executive Officer , who reviews financial information presented on a consolidated basis.

The CODM uses consolidated operating margin and

net income to assess financial performance and allocate resources.

These financial metrics are used by the CODM to make key operating

decisions, such as the determination of the rate at which the Company seeks to grow global operating margin and the allocation of budget

between cost of revenues, sales and marketing, technology and development, and general and administrative expenses.

following table presents selected financial information with respect to the Company’s single operating segment for the three months

ended March 31, 2026 and 2025:

OPERATING EXPENSES

Research & Development

General & Administrative

Research and development

General and administrative

Loss from operations

1 unchanged sentence

( 4,999,486 )

( 16,717,809 )

( 3,847,422 )

OTHER INCOME/EXPENSE

OTHER (EXPENSE) INCOME

Interest income

Interest expense

( 2,044,283 )

Non-operating expenses

Change in fair value of warrant liability

TOTAL OTHER INCOME/EXPENSE

( 2,044,282 )

( 6,879,530 )

( 2,875,232 )

TOTAL OTHER (EXPENSE) INCOME

( 10,396,831 )

( 3,876,859 )

NOTE 10 — SUBSEQUENT EVENTS

Series A Warrant Exercises

– On October 15, 2025, Series A Warrants were exercised for an aggregate of 1,250,000 prepaid shares of common stock, 950,000 of

which were paid for and issued and 300,000 shares of which have been paid for and are available for issuance at a future date.

12, 2025, Series A Warrants were exercised for an aggregate of 558,036 prepaid shares of common stock, which have been paid for and are

available for issuance at a future date.

Ayala Share Issuance

– On November 3, 2025, following stockholder approval at the Company’s 2025 annual meeting of stockholders, the Company issued

to Ayala 444,041 shares of common stock owed to it pursuant to the HER2 Purchase Agreement.

Filing of Registration

Statement on Form S-3 – On August 8, 2025, the Company filed a registration statement on Form S-3, containing (i) a base prospectus,

which covers the offering, issuance and sale by the Company of up to $ 100,000,000 in the aggregate of the securities identified therein

from time to time in one or more offerings, and (ii) an at the market offering prospectus supplement, which covers the offer, issuance

and sale of up to a maximum aggregate offering price of up to $ 18,000,000 of the Company’s common stock that may be issued and sold

from time to time under an at market issuance sales agreement.

As of the date of this report, the Company has sold an aggregate of 189,600

shares of common stock under the market issuance sales agreement.

Annual Meeting Approvals – On October

21, 2025, the Company held its 2025 annual meeting of stockholders, whereby the stockholders approved the following proposals, among others:

(i) the issuance to Ayala of 441,041 shares owed to it pursuant to the HER2 Purchase Agreement, (ii) an amendment of the Company’s

third amended and restated certificate of incorporation, as amended, to increase the number of shares of the Company’s common stock

authorized for issuance thereunder from 50 million to 150 million, (iii) an amendment to the Company’s 2023 Incentive Compensation

Plan, as amended, to (a) increase the number of shares of common stock available for issuance thereunder from 4 million to 10 million

and (b) increase the maximum number of shares of common stock granted to any one individual that is intended to qualify as “performance-based

compensation” and (iv) a resolution approving a shareholder rights agreement and authorizing the Company’s board of directors

to adopt and implement such shareholder rights agreement at such time, if any, as the Company’s board of directors determines to

be appropriate and in the best interests of the Company.

10 — SUBSEQUENT EVENTS

Direct Offering and Conversion of Bridge Convertible Notes

April 2, 2026, the Company completed a registered direct offering, pursuant to which it offered and sold to accredited investors an aggregate

of 2,505,073 shares of common stock and, in lieu thereof, pre-funded warrants to purchase up to 1,250,893 shares of common stock, and

accompanying common warrants to purchase up to 3,755,966 shares of common stock (the “2026 Registered Direct Offering”).

The combined purchase price for each share and common warrant in the 2026 Registered Direct Offering was $ 1.40 , and the purchase price

for each pre-funded warrant and common warrant in the 2026 Registered Direct Offering was $ 1.399 , which was equal to the per share and

common warrant purchase price, minus $ 0.001 .

Proceeds received from the 2026 Registered Direct Offering were approximately $ 4.7 million.

The 2026 Registered Direct Offering qualified as a “Qualified

Offering” under the terms of the Bridge Convertible Notes (as defined in Note 4 above), thereby triggering the automatic conversion

provisions of such notes.

Concurrent with the closing of the 2026 Registered Direct Offering, the $2,200,000 outstanding principal balance

of the Bridge Convertible Notes, together with all accrued and unpaid interest thereon, automatically converted into the securities sold

in 2026 Registered Direct Offering at the applicable offering price.

The conversion eliminated the Bridge Convertible Note balance and

the related unamortized debt discount, and the Company expects to recognize a non-cash extinguishment charge in the second quarter of

2026 reflecting the difference between the carrying amount of the Convertible Bridge Notes and the fair value of

the securities issued upon conversion.

The Company is finalizing its accounting analysis for the April 2,

2026 transaction and will reflect the related debt extinguishment and equity issuance in its second quarter 2026 financial statements.

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-Q

Item 1. Financial Statements