OS Therapies Inc
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
OSTX$0.89-3.3%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| (1) | Financial Statements. |
Information in response to this Item is included in Part II, Item 8 of this annual report.
| (2) | Financial Statement Schedule. |
All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
| (3) | Exhibits. |
The following is a list of exhibits filed or furnished as part of this annual report:
| Exhibit number | Description |
| 3.1 | Third Amended and Restated Certificate of Incorporation of OS Therapies Incorporated (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed May 30, 2024). |
| 3.2 | Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of OS Therapies Incorporated (incorporated herein by reference to Exhibit 3.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed June 7, 2024. |
| 3.3 | Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of OS Therapies Incorporated (incorporated herein by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-8 filed October 31, 2025). |
| 3.4 | Certificate of Designation of Rights, Preferences and Limitations of Series A Senior Convertible Preferred Stock of OS Therapies Incorporated (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 30, 2024). |
| 3.5 | Amended and Restated Bylaws of OS Therapies Incorporated (incorporated herein by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed May 30, 2024. |
| 3.6 | Amendment No. 1 to the Amended and Restated Bylaws of OS Therapies Incorporated (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 15, 2025). |
| 4.1 | Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 the Company’s Registration Statement on Form S-1 filed May 30, 2024). |
| 4.2 | Form of Representative’s Warrant (incorporated herein by reference to Exhibit 4.2 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed June 13, 2024). |
| 4.3 | Form of Series A Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 30, 2024). |
| 4.4 | Form of Agent Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 30, 2024). |
| 4.5 | Form of Warrant for First and Second Inducement Offering (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 24, 2025). |
| 4.6 | Form of Warrant for the Third Inducement Offering (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 12, 2026). |
| 4.7 | Form of 10.0% Original Issue Discount Unsecured Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 6, 2026). |
| 4.8 | Form of Warrant for the Bridge Financing (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 6, 2026). |
| 4.9* | Description of Registered Securities. |
| 10.1# | OS Therapies Incorporated 2023 Incentive Compensation Plan, as amended (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 21, 2025). |
| 10.2+ | License Agreement, dated as of August 19, 2020, by and between OS Therapies Incorporated and BlinkBio, Inc. (incorporated herein by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 filed May 30, 2024). |
| 10.3# | Employment Agreement, dated as of February 21, 2023, between OS Therapies Incorporated and Paul A. Romness, MPH (incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed May 30, 2024). |
| 10.4# | Employment Letter, dated June 23, 2020, between OS Therapies Incorporated and Robert G. Petit, Ph.D. (incorporated herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 filed May 30, 2024). |
| 10.5# | Form of Indemnification Agreement between OS Therapies Incorporated and each of its directors (incorporated herein by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed May 30, 2024). |
| 10.6# | Employment Letter, dated January 1, 2023, between OS Therapies Incorporated and Christopher P. Acevedo (incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed May 30, 2024). |
| 10.7+ | Securities Purchase Agreement, dated December 24, 2024, by and among OS Therapies Incorporated and the purchasers party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 30, 2024). |
| 10.8 | Form of Registration Rights Agreement by and among OS Therapies Incorporated and the purchasers party thereto (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 30, 2024). |
| 10.9 | Amendment No. 1 to Securities Purchase Agreement and Amendment to Registration Rights Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 14, 2025). |
| 10.10+ | Asset Purchase Agreement, dated as of January 28, 2025, between OS Therapies Incorporated and Ayala Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 29, 2025). |
| 10.11 | Form of Inducement Offer Letter for the First Inducement Offering (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 24, 2025). |
| 10.12 | Form of Inducement Offer Letter for the Second Inducement Offering (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 2, 2025). |
| 10.13 | Form of Inducement Offer Letter for the Third Inducement Offering (incorporating herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 12, 2026). |
| 10.14 | At Market Issuance Sales Agreement, dated August 8, 2025, between OS Therapies Incorporated and B. Riley Securities, Inc. and JonesTrading Institutional Services LLC (incorporated herein by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed with the SEC on August 8, 2025). |
| 10.15 | Form of Securities Purchase Agreement for the Bridge Financing (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 6, 2026). |
| 21.1* | List of Subsidiaries of the Registrant. |
| 23.1* | Consent of MaloneBailey, LLP, independent registered public accounting firm. |
| 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. |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. § 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. § 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | OS Therapies Incorporated Clawback Policy (incorporated herein by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2025). |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
| ** | Furnished herewith. |
| + | Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have been omitted. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request. |
| # | Indicates a management contract or any compensatory plan, contract or arrangement. |
| (b) | The exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference. Please see the Index to Exhibits to this annual report, which is incorporated into this Item 15(b) by reference. |
| (c) | All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. |
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