What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2026-05-18 compared with 2025-11-14 · 25 added, 29 removed, 13 unchanged (81% of the section changed)

Unregistered Sales of Equity Securities

and Use of Proceeds.

During the three months ended September 30, 2025, we issued 120,000

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

The shares of common stock were issued in reliance upon an exemption

from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.

The following exhibits are

filed with this Quarterly Report on Form 10-Q:

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

Riley Securities, Inc.

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

Amendment No.

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

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on June 24, 2025).

Form of Senior Indenture between the Registrant and one or more trustees to be named (incorporated by reference to Exhibit 4.13 to the Registration Statement on Form S-3 filed with the SEC on August 8, 2025).

Form of Subordinated Debt Indenture between the Registrant and one or more trustees to be named (incorporated by reference to Exhibit 4.14 to the Registration Statement on Form S-3 filed with the SEC on August 8, 2025).

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

Unregistered Sales of Equity Securities and Use of Proceeds.

the three months ended March 31, 2026, we issued to certain vendors an aggregate of 148,695 shares in exchange for their services.

shares of common stock were issued in reliance upon an exemption from the registration requirements of the Securities Act afforded

by Section 4(a)(2) of the Securities Act.

following exhibits are filed with this Quarterly Report on Form 10-Q:

Placement Agency Agreement, dated as of March 31, 2026, by and between OS Therapies Incorporated and Ceros Financial Services, Inc.

(incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on April 2, 2026).

Form of Warrant for the 2026 Inducement Offering (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on January 12, 2026).

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

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

Form of Registered Direct Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 2, 2026).

Form of Registered Direct Common Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on April 2, 2026).

Form of Registered Direct Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the SEC on April 2, 2026).

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

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

Form of Securities Purchase Agreement for the Registered Direct Offering (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 2, 2026).

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

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

The following consolidated financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL:

(i) Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (unaudited);

(ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (unaudited);

(iii) Consolidated Statements of Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2025 and 2024 (unaudited);

(iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited);

The following consolidated financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL:

(i) Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 (unaudited);

(ii) Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited);

(iii) Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended March 31, 2026 and 2025 (unaudited);

(iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited);

and (v) Notes to the Consolidated Financial Statements (unaudited).

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL (included as Exhibit 101).

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL (included as Exhibit 101).

Furnished herewith.

Pursuant to the requirements

of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto

duly authorized.

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

OS THERAPIES INCORPORATED

November 14, 2025

/s/ Paul Romness

1 unchanged sentence

(Principal Executive Officer)

November 14, 2025

/s/ Christopher Acevedo

/s/ Christopher

Christopher Acevedo

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities