Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
During
the three months ended March 31, 2026, we issued to certain vendors an aggregate of 148,695 shares in exchange for their 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.
34
Item
6. Exhibits.
The
following exhibits are filed with this Quarterly Report on Form 10-Q:
Exhibit No.
Description
1.1
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).
4.1
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).
4.2
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).
4.3
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).
4.4
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).
4.5
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).
4.6
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).
10.1
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).
10.2
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).
10.3
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).
31.1
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. § 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
The following consolidated financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended 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).
104
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.
35
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
OS THERAPIES INCORPORATED
Date: May 18, 2026
By:
/s/ Paul Romness
Paul Romness
Chief Executive Officer
(Principal Executive Officer)
Date: May 18, 2026
By:
/s/ Christopher
Acevedo
Christopher Acevedo
Chief Financial Officer
(Principal Financial and Accounting Officer)
36
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.