OSTX / OS Therapies Incorporated - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

OS Therapies Completes Exercise Inducement and Exchange Offer for All Remaining Outstanding Warrants Issued in Connection with December 2024 Financing

Exhibit 99.1 OS Therapies Completes Exercise Inducement and Exchange Offer for All Remaining Outstanding Warrants Issued in Connection with December 2024 Financing § All remaining holders of outstanding warrants with $1.12 per share exercise price have participated, raising $3.7 million in gross proceeds to be used to accelerate OST-HER2 commercial launch preparations § New warrants issued have an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2025 OS THERAPIES INCO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2025 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

OS THERAPIES INCORPORATED

Exhibit 10.1 OS THERAPIES INCORPORATED , 2025 Holder of Common Stock Purchase Warrants issued on December 31, 2024 and/or January 14, 2025 Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: OS Therapies Incorporated, a Delaware corporation (the “Company”), is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to exercise for cash all or a por

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 OS THERAPIES INCORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

OS Therapies Terminates Equity Line of Credit

Exhibit 99.1 OS Therapies Terminates Equity Line of Credit New York, NY, August 25, 2025 – OS Therapies Inc. (NYSE-A: OSTX) (“OS Therapies” or “the Company”), a clinical-stage cancer immunotherapy and antibody drug conjugate biotechnology company, today announced that it terminated its Equity Purchase Agreement (the “ELOC”) with Square Gate Capital Master Fund, LLC — Series 3, effective August 26,

COMMON STOCK PREFERRED STOCK SENIOR DEBT SECURITIES SUBORDINATED DEBT SECURITIES

Filed Pursuant to Rule 424(b)(3) Registration No. 333-289443 PROSPECTUS $100,000,000 COMMON STOCK PREFERRED STOCK SENIOR DEBT SECURITIES SUBORDINATED DEBT SECURITIES WARRANTS RIGHTS UNITS From time to time, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. The securities we may offer may be convertible into or exercisable or exchangeable

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________________ SCHEDULE 14A __________________________________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 193

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Up to $18,000,000 OS THERAPIES INCORPORATED Common Stock

Prospectus Supplement Filed Pursuant to Rule 424(b)(5) (To Prospectus dated August 25, 2025) Registration No.

OS Therapies Reports Second Quarter 2025 Financial Results and Provides Business Update

Exhibit 99.1 OS Therapies Reports Second Quarter 2025 Financial Results and Provides Business Update ● U.S. FDA (“FDA”) confirms OST-HER2 meets biological definition of Regenerative Medicine Advanced Therapy (RMAT) ● FDA issues OST-HER2 BLA number in preparation for Accelerated Approval submission following End of Phase 2 Meeting ● FDA End of Phase 2 Meeting scheduled for August 27, 2025 to review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 OS THERAPIES INCORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42195 OS THERAP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2025 OS THERAPIES INCORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2025 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________________ SCHEDULE 14A __________________________________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 193

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Amendment No. 1 to the Amended and Restated Bylaws of OS Therapies Incorporated.

Exhibit 3.1 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS OF OS THERAPIES INCORPORATED (Adopted by the Board of Directors effective as of August 15, 2025) This Amendment No. 1 to the Amended and Restated Bylaws (the “Bylaws”) of OS Therapies Incorporated, a Delaware corporation (the “Corporation”), hereby amends the Bylaws in the following respects: 1. Section 3.10 of Article III of the Bylaw

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-42195 CUSIP Number: 68764Y207 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

At Market Issuance Sales Agreement, dated August 8, 2025, between OS Therapies Incorporated and B. Riley Securities, Inc. and JonesTrading Institutional Services LLC.

Exhibit 1.2 OS THERAPIES INCORPORATED Common Stock (par value $0.001 per share) At Market Issuance Sales Agreement August 8, 2025 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 JonesTrading Institutional Services LLC 325 Hudson Street., 6th Floor New York, NY 10013 Ladies and Gentlemen: OS Therapies Incorporated, a Delaware corporation (the “Company”), confirms its agreem

Form of Senior Indenture between the Registrant and one or more trustees to be named.

Exhibit 4.13 OS THERAPIES INCORPORATED, as the Company and [●], as Trustee Senior Indenture Dated as of [●] Table of Contents Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 5 Section 1.03. Incorporation by Reference of Trust Indenture Act 5 Section 1.04. Rules of Construction 6 ARTICLE 2 THE SECURITIES 6 Section 2.01. Form an

Form of Subordinated Debt Indenture between the Registrant and one or more trustees to be named.

Exhibit 4.14 OS THERAPIES INCORPORATED, as the Company and [●], as Trustee Subordinated Indenture Dated as of [●] Table of Contents Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 6 Section 1.03. Incorporation by Reference of Trust Indenture Act 7 Section 1.04. Rules of Construction 7 ARTICLE 2 THE SECURITIES 8 Section 2.01. F

As filed with the Securities and Exchange Commission on August 8, 2025

As filed with the Securities and Exchange Commission on August 8, 2025 Registration No.

Filing Fee Table.

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 OS Therapies Incorporated Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on August 4, 2025

As filed with the Securities and Exchange Commission on August 4, 2025 Registration No.

Calculation of Filing Fee Table.

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 OS Therapies Inc Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common stock, par value $0.

OS Therapies Closes $4.2 million in Warrant Exercise Inducement and Exchange Offer

Exhibit 99.1 OS Therapies Closes $4.2 million in Warrant Exercise Inducement and Exchange Offer ● Cash runway extended through 2026, beyond September 30, 2026 sunset date for rare pediatric priority review voucher (PRV) program ● Additional funding allows Company to advance strategic alternatives for OS Animal Health, close out OST-504 (previously ADXS-504) prostate cancer study and initiate AI-dr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2025 OS THERAPIES INCORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2025 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 OS THERAPIES INCORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

OS Therapies Announces Warrant Exercise Inducement & Exchange Offer

Exhibit 99.1 OS Therapies Announces Warrant Exercise Inducement & Exchange Offer § Current holders of five-year warrants with a current exercise price of $1.12 per share issued in connection with PIPE transaction initially closed on December 31, 2024 (“Old Warrants”) offered opportunity to exercise Old Warrants now to receive new five-year warrants with an exercise price of $3.00 per share (the “N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2025 OS THERAPIES INCORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2025 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Form of New Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Inducement Offer Letter.

Exhibit 10.1 OS THERAPIES INCORPORATED , 2025 Holder of Common Stock Purchase Warrants issued on December 31, 2024 and/or January 14, 2025 Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: OS Therapies Incorporated, a Delaware corporation (the “Company”), is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to exercise for cash all or a por

EMAIL: [email protected]

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 June 2, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Joshua Gorsky Office of Life Sciences Re: OS Therapies Incorporated Registration Statement on Form S-1 (No. 333-287569) Ladies and Gentlemen: On behalf of OS Therapies Incorporated, a Delaware corpora

As filed with the Securities and Exchange Commission on May 23, 2025

As filed with the Securities and Exchange Commission on May 23, 2025 Registration No.

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) OS Therapies Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0.

OS Therapies Reports First Quarter 2025 Financial Results and Provides Business Update

Exhibit 99.1 OS Therapies Reports First Quarter 2025 Financial Results and Provides Business Update ● Feeback from Type D FDA Meeting expected by mid-June 2025 to confirm statistical analysis methods to be used to support pending Accelerated Approval, Regenerative Medicine Advanced Therapy & Breakthrough Therapy designation requests ● Completed Phase 2b trial data analysis using methods agreed to

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2025 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42195 OS THERA

As filed with the Securities and Exchange Commission on April 21, 2025

As filed with the Securities and Exchange Commission on April 21, 2025 Registration No.

As filed with the Securities and Exchange Commission on April 21, 2025

As filed with the Securities and Exchange Commission on April 21, 2025 Registration No.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2025 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

OS Therapies Completes Acquisition of Advaxis Immunotherapies Clinical, Pre-clinical and IP Assets from Ayala Pharmaceuticals

Exhibit 99.1 OS Therapies Completes Acquisition of Advaxis Immunotherapies Clinical, Pre-clinical and IP Assets from Ayala Pharmaceuticals § Company now listeria-based cancer immunotherapy world leader § Expands clinical pipeline with 3 new cancer immunotherapy candidates § 8 pre-clinical immunotherapy candidates targeting 30+ cancers added NEW YORK-April 9, 2025- OS Therapies (NYSE-A: OSTX) (“OS

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2025 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Exhibit 4.9

Exhibit 4.9 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OS Therapies Incorporated (“we,” “us” and “our”) has authority to issue 55,000,000 shares of capital stock, consisting of 50,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of preferred stock, $0.001 par value per share, 2,500,000 shares o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024. ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-42195 OS THERAPIES I

OS Therapies Incorporated Clawback Policy.

Exhibit 97.1 OS THERAPIES INCORPORATED DODD-FRANK CLAWBACK POLICY The Board of Directors (“Board”) of OS Therapies Incorporated (“Company”) has adopted this clawback policy (“Policy”) as a supplement to any other clawback policies in effect now or in the future at the Company to provide for the recovery of erroneously awarded Incentive-Based Compensation from Executive Officers. This Policy shall

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 OS THERAPIES INCORPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

OS Therapies Reports Full Year 2024 Financial Results and Provides Business Update

Exhibit 99.1 OS Therapies Reports Full Year 2024 Financial Results and Provides Business Update ● Full data from OST-HER2 Phase 2b osteosarcoma trial, including synthetic control arm data being developed at the request of FDA to support a Breakthrough Therapy Designation request, to be presented at MIB Factor in June 2025 ● Rolling BLA submission expected to begin thereafter in order to gain regul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

EMAIL: [email protected]

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 February 7, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Tim Buchmiller Office of Life Sciences Re: OS Therapies Incorporated Registration Statement on Form S-1 (No. 333-284631) Ladies and Gentlemen: On behalf of OS Therapies Incorporated, a Delaware co

EMAIL: [email protected]

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 February 5, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Tim Buchmiller Office of Life Sciences Re: Withdrawal of Acceleration Request OS Therapies Incorporated Registration Statement on Form S-1 (No. 333-284631) Ladies and Gentlemen: On behalf of OS Th

February 4, 2025

February 4, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Tim Buchmiller Office of Life Sciences Re: OS Therapies Incorporated Registration Statement on Form S-1 (No. 333-284631) Ladies and Gentlemen: OS Therapies Incorporated hereby requests that the effectiveness of the above-referenced Registration Statement be acce

February 4, 2025

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 February 4, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Tim Buchmiller Office of Life Sciences Re: OS Therapies Incorporated Registration Statement on Form S-1 (No. 333-284631) Ladies and Gentlemen: On behalf of OS Therapies Incorporated, a Delaware co

January 31, 2025

January 31, 2025 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: OS Therapies Inc. Registration Statement on Form S-1 for Registration of 10,834,044 Shares of Common Stock Ladies and Gentlemen: On behalf of OS Therapies Inc., a Delaware corporation, we hereby submit in electronic format for filing with the U.S. Securities and Exchange Commission (the

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) OS Therapies Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0.

As filed with the Securities and Exchange Commission on January 31, 2025

As filed with the Securities and Exchange Commission on January 31, 2025 Registration No.

Asset Purchase Agreement, dated as of January 28, 2025, between OS Therapies Incorporated and Ayala Pharmaceuticals, Inc.(8)

Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into on this 28th day of January, 2025 (the “Execution Date”), by and between OS Therapies Incorporated, a Delaware corporation (“Purchaser”) and Ayala Pharmaceuticals, Inc., a Delaware corporation formerly known as Advaxis, Inc. (the “Seller”). Purchaser and Seller may each be referred to herein as “P

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2025 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Form of Warrant.(8)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

OS Therapies Agrees to Acquire All Listeria Monotygenes-based Immuno- Oncology Programs and IP Assets from Ayala Pharmaceuticals, Adding Phase 2 Lung Cancer and Phase 1 Prostrate Cancer Programs to Pipeline

Exhibit 99.1 January 29, 2025 OS Therapies Agrees to Acquire All Listeria Monotygenes-based Immuno- Oncology Programs and IP Assets from Ayala Pharmaceuticals, Adding Phase 2 Lung Cancer and Phase 1 Prostrate Cancer Programs to Pipeline § Consolidates ownership of listeria monocytogenes-based immunotherapy IP § Eliminates milestone payments and reduces future royalty obligations relating to OST-HE

Form of Registration Rights Agreement between OS Therapies Incorporated and Ayala Pharmaceuticals, Inc.(8)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2025 by and between OS Therapies Incorporated, a Delaware corporation (the “Company”), and Ayala Pharmaceuticals, Inc., a Delaware corporation formerly known as Advaxis, Inc. (“Ayala”). WHEREAS: A. In connection with the Asset Purchase Agreement by and between the parties hereto, dated a

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

Transfer Agreement

Exhibit 2 Transfer Agreement This Transfer Agreement (the “Agreement”), effective as of May 13, 2024 (the “Effective Date”), is by and between Einodmil LLC, (“Einodmil”) and Paul Romness (“Paul”).

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2025 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Amendment No. 1 to Securities Purchase Agreement and Amendment to Registration Rights Agreement.(7)

Exhibit 10.1 AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT AND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This Amendment No. 1 to Securities Purchase Agreement and Amendment to Registration Rights Agreement (this “Amendment”), dated as of January 10, 2025 (the “Effective Date”), is made by OS Therapies Incorporated, a Delaware corporation (the “Company”), and each Purchaser identified on the si

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) OS Therapies Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

As filed with the U.S. Securities and Exchange Commission on January 10, 2025

As filed with the U.S. Securities and Exchange Commission on January 10, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 82-5118368 (State or other jurisdiction of incorporation or organization)

EMAIL: [email protected]

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 January 10, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Doris Stacey Gama, Esq., Attorney Office of Life Sciences Re: OS Therapies Incorporated Registration Statement on Form S-1 (No. 333-283171) Ladies and Gentlemen: On behalf of OS Therapies Incorpor

OS Therapies Announces Closing of $6 Million Private Placement

Exhibit 99.1 OS Therapies Announces Closing of $6 Million Private Placement ● Funding expected to provide cash runway into 2026 ● 98% of investment in private placement from Pre-IPO and/or IPO investors ● Data update from OST-HER2 Phase 2b clinical trial in recurrent, resected metastatic osteosarcoma to be announced during week of JP Morgan Healthcare Conference 2025 ● Company remains eligible to

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

As filed with the Securities and Exchange Commission on January 3, 2025

As filed with the Securities and Exchange Commission on January 3, 2025 Registration No.

January 3, 2025

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 January 3, 2025 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn.: Doris Stacey Gama, Esq. Division of Corporation Finance Office of Life Sciences Re: OS Therapies Incorporated Registration Statement on Form S-1 File No. 333-283171 Ladies and Gentlemen: On behalf of OS Therap

Securities Purchase Agreement, dated December 24, 2024, by and among OS Therapies Incorporated and the purchasers party thereto.(6)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 24, 2024 between OS Therapies Incorporated, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condit

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 24, 2024 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

OS Therapies Announces Pricing of $6 Million Private Placement

Exhibit 99.1 OS Therapies Announces Pricing of $6 Million Private Placement ● Funding will provide Company sufficient cash runway into 2026 ● 95% of investment in private placement from Pre-IPO and/or IPO investors ● Data from OST-HER2 Phase 2b in recurrent, resected metastatic osteosarcoma to be announced during the week of the JP Morgan Healthcare Conference in January 2025 NEW YORK, NY, Decembe

Letter Agreement, dated December 27, 2024, by and between OS Therapies Incorporated and Brookline Capital Markets, a division of Arcadia Securities, LLC.(6)

Exhibit 10.4 December 27, 2024 OS Therapies Incorporated 115 Pullman Crossing Road, Suite 103 Grasonville, MD 21638 Attn.: Mr. Paul A. Romness, MPH Chief Executive Officer Gentlemen: This agreement (the “Agreement”) constitutes the agreement between Brookline Capital Markets, a division of Arcadia Securities, LLC (“Brookline” or the “Placement Agent”), and OS Therapies Incorporated, a Delaware cor

Form of Common Stock Purchase Warrant.(6)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Registration Rights Agreement by and among OS Therapies Incorporated and the purchasers party thereto.(6)

Exhibit 10.2 Registration Rights Agreement This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of December [], 2024 (the “Effective Date”) between OS Therapies Incorporated, a Delaware corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”). RECITALS: WHEREAS, pursua

Certificate of Designation of Rights, Preferences and Limitations of Series A Senior Convertible Preferred Stock of OS Therapies Incorporated.(6)

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A PREFERRED STOCK OF OS THERAPIES INCORPORATED a Delaware corporation OS Therapies Incorporated, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that, pursuant to authority conferred on its Board of Directors (the “Board”) by the Third Amended a

Form of Voting Agreement by and among OS Therapies Incorporated, the stockholders party thereto and the purchasers party thereto.(6)

Exhibit 10.3 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of December [], 2024 is entered into by and among OS Therapies Incorporated, a Delaware corporation (the “Company”), Paul A. Romness (“Romness”), John Ciccio (“Ciccio”), Avril McKean Dieser (“Dieser”), Olivier R. Jarry (“Jarry”), and Theodore F. Search, Pharm.D. (“Search”), Robert G. Petit, Ph.D. (“Petit”), Christophe

Form of Agent Warrant.(6)

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

As filed with the Securities and Exchange Commission on November 27, 2024.

As filed with the Securities and Exchange Commission on November 27, 2024. Registration No. 333-283171 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 2834 82-5118368 (State or other jurisdiction of inc

November 27, 2024

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 November 27, 2024 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn.: Doris Stacey Gama, Esq. Division of Corporation Finance Office of Life Sciences Re: OS Therapies Incorporated Registration Statement on Form S-1 Filed November 12, 2024 File No. 333-283171 Ladies and Gentlem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42195 OS T

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2024 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

OS Therapies Reports Third Quarter 2024 Financial Results and Provides Business Update

Exhibit 99.1 OS Therapies Reports Third Quarter 2024 Financial Results and Provides Business Update ● Topline Data from Phase 2b clinical trial of OST-HER2 in Osteosarcoma expected to be released in December 2024 New York, NY, November 15, 2024 – OS Therapies, Inc. (NYSE-A: OSTX) (“OS Therapies” or “the Company”), a clinical-stage cancer immunotherapy and antibody drug conjugate biotechnology comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-42195 CUSIP Number: 68764Y207 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) OS THERAPIES INCORPORATED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, par value $0.

As filed with the Securities and Exchange Commission on November 12, 2024.

As filed with the Securities and Exchange Commission on November 12, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 2834 82-5118368 (State or other jurisdiction of incorporation or organizatio

Registration Rights Agreement between the registrant and Square Gate Capital Master Fund, LCC – Series 3, dated as of October 31, 2024 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on November 1, 2024).(4)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 31, 2024 (the “Execution Date”), is entered into by and between OS Therapies Incorporated, a corporation incorporated in the State of Delaware (the “Company”), and Square Gate Capital Master Fund, LLC – Series 3, a series of a limited liability company organized in the State of Delaware

Equity Purchase Agreement between the registrant and Square Gate Capital Master Fund, LCC – Series 3, dated as of October 31, 2024.(4)

Exhibit 10.1 EQUITY PURCHASE AGREEMENT THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 31, 2024 (the “Execution Date”), by and between OS Therapies Incorporated, a corporation incorporated in the State of Delaware (the “Company”), and Square Gate Capital Master Fund, LLC - Series 3, a series of a limited liability company organized in the State of Delaware (the “Inv

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2024 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

OS Therapies Appoints Two Bio-Pharmaceutical Industry Veterans to the Board of Directors

Exhibit 99.1 OS Therapies Appoints Two Bio-Pharmaceutical Industry Veterans to the Board of Directors § Concurrently, the Company accepted the resignations of Dr. Colin Goddard and Mr. Joacim Borg New York, NY, October 28, 2024 OS Therapies (NYSE-A: OSTX) (“OS Therapies” or “the Company”), a clinical-stage immunotherapy and Antibody Drug Conjugate biopharmaceutical company, today announced the app

OSTX / OS Therapies Incorporated / SATTERFIELD THOMAS A JR - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* OS THERAPIES INCORPORATED (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 68764Y207 (CUSIP Number) August 2, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2024 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

OS Therapies Clarifies CUSIP of Common Stock

Exhibit 99.1 OS Therapies Clarifies CUSIP of Common Stock New York, NY, August 22, 2024 OS Therapies (NYSE American: OSTX) (“OS Therapies” or “the Company”), an ADC and Immunotherapy research and clinical-stage biopharmaceutical company, today provided a clarification for market participants, specifically brokerage firms, regarding the Committee on Uniform Securities Identification Procedures (CUS

OS Therapies Reports Second Quarter 2024 Financial Results

Exhibit 99.1 OS Therapies Reports Second Quarter 2024 Financial Results ● Successful IPO that raised $6.4 million on July 31, 2024, without issuing any warrants, occurred after the end of the second quarter and is not reflected in reported financials ● Conversion of all reported outstanding preferred shares and debt into equity occurred as of the date of the IPO and is not reflected in the reporte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 OS THERAPIES INCORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-42195 82-5118368 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42195 OS THERAP

OS Therapies Incorporated 2023 Incentive Compensation Plan, as amended.

Exhibit 10.7 OS THERAPIES INCORPORATED 2023 INCENTIVE COMPENSATION PLAN OS THERAPIES INCORPORATED 2023 INCENTIVE COMPENSATION PLAN 1. Purpose. The purpose of the OS THERAPIES 2023 INCENTIVE COMPENSATION PLAN (the “Plan”) is to assist OS Therapies Incorporated, a Delaware corporation (the “Company”), and its Related Entities (as hereinafter defined) in attracting, motivating, retaining and rewardin

1,600,000 Shares OS THERAPIES INCORPORATED Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-279839 1,600,000 Shares OS THERAPIES INCORPORATED Common Stock This is the initial public offering of common stock of OS Therapies Incorporated. Prior to this offering, no public market has existed for our common stock. We are offering 1,600,000 shares. The initial public offering price is $4.00 per share. Our shares of common stock

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OS THERAPIES INCORPORATED (Exact name of regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 82-5118368 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification

July 26, 2024

July 26, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Jimmy McNamara, Esq. Office of Life Sciences Re: OS Therapies Incorporated Registration Statement on Form S-1 (No. 333-279839) Ladies and Gentlemen: On behalf of OS Therapies Incorporated, a Delaware corporation (the “Company”), we enclose the Company’s r

VIA EDGAR

VIA EDGAR July 26, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attn: Jimmy McNamara, Esq. Re: OS Therapies Incorporated Registration Statement on Form S-1, as amended (File No. 333-279839) Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securit

June 26, 2024

June 26, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

June 26, 2024

June 26, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Jimmy McNamara, Esq. Office of Life Sciences Re: Withdrawal of Acceleration Request OS Therapies Incorporated Registration Statement on Form S-1 (No. 333-279839) Ladies and Gentlemen: On behalf of OS Therapies Incorporated (the “Company”), this letter wil

VIA EDGAR

VIA EDGAR June 25, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attn: Jimmy McNamara, Esq. Re: OS Therapies Incorporated Registration Statement on Form S-1, as amended (File No. 333-279839) Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securit

June 25, 2024

June 25, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Jimmy McNamara, Esq. Office of Life Sciences Re: OS Therapies Incorporated Registration Statement on Form S-1 (No. 333-279839) Ladies and Gentlemen: On behalf of OS Therapies Incorporated, a Delaware corporation (the “Company”), we enclose the Company’s r

June 20, 2024

June 20, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

June 20, 2024

June 20, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Jimmy McNamara, Esq. Office of Life Sciences Re: OS Therapies Incorporated Registration Statement on Form S-1 (No. 333-279839) Ladies and Gentlemen: On behalf of OS Therapies Incorporated (the “Company”), this letter will serve to withdraw the request for

VIA EDGAR

VIA EDGAR June 18, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attn: Jimmy McNamara, Esq. Re: OS Therapies Incorporated Registration Statement on Form S-1, as amended (File No. 333-279839) Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securit

June 18, 2024

June 18, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Jimmy McNamara, Esq. Office of Life Sciences Re: OS Therapies Incorporated Registration Statement on Form S-1 (No. 333-279839) Ladies and Gentlemen: On behalf of OS Therapies Incorporated, a Delaware corporation (the “Company”), we enclose the Company’s r

Form of Representative’s Warrant.(3)

Exhibit 4.2 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2024 (THE “INITIAL E

As filed with the Securities and Exchange Commission on June 13, 2024.

As filed with the Securities and Exchange Commission on June 13, 2024. Registration No. 333-279839 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 2834 82-5118368 (State or other jurisdiction of incorpo

2

June 13, 2024 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: OS Therapies Incorporated Amendment No. 1 to Registration Statement on Form S-1 Filed June 7, 2024 File No. 333-279839 Ladies and Gentlemen: On behalf of OS Therapies Incorporated, a Delaware corporation (the “Company”), we are hereby filing with the U.S. Securities and Exchange Commission

As filed with the Securities and Exchange Commission on June 7, 2024.

As filed with the Securities and Exchange Commission on June 7, 2024. Registration No. 333-279839 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 2834 82-5118368 (State or other jurisdiction of incorpor

Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of OS Therapies Incorporated.(2)

Exhibit 3.2 State of Delaware Secretary of State Division of Corporations Delivered 03:24 PM 06/04/2024 FILED 03:24 PM 06/04/2024 SR 20242769106 – File Number 6823106 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OS THERAPIES INCORPORATED Pursuant to Section 242 of the General Corporation Law of the State of Delaware It is hereby certified that: 1. The

June 7, 2024

June 7, 2024 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: OS Therapies Incorporated Amendment No. 1 to Registration Statement on Form S-1 File No. 333-279839 Ladies and Gentlemen: On behalf of OS Therapies Incorporated, a Delaware corporation (the “Company”), we hereby submit through EDGAR for filing with the U.S. Securities and Exchange Commissio

June 3, 2024

June 3, 2024 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: OS Therapies Incorporated Request to Withdraw Registration Statement on Form S-1 (No. 333-271034) Ladies and Gentlemen: OS Therapies Incorporated (the “Company”) hereby requests, pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), that, effective as of

June 3, 2024

June 3, 2024 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: OS Therapies Incorporated Request to Withdraw Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (No. 333-271034) Ladies and Gentlemen: OS Therapies Incorporated (the “Company”) hereby requests, pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securi

May 30, 2024

May 30, 2024 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: OS Therapies Incorporated Request to Withdraw Registration Statement on Form S-1 (No. 333-271034) Ladies and Gentlemen: On behalf of OS Therapies Incorporated, a Delaware corporation (the “Company”), we hereby request, pursuant to Rule 477 under the Securities Act of 1933, as amended (the “

OS Therapies Incorporated 2023 Incentive Compensation Plan.(1)

Exhibit 10.11 OS THERAPIES INCORPORATED 2023 INCENTIVE COMPENSATION PLAN OS THERAPIES INCORPORATED 2023 INCENTIVE COMPENSATION PLAN 1. Purpose., The purpose of the OS THERAPIES 2023 INCENTIVE COMPENSATION PLAN (the “Plan”) is to assist OS Therapies Incorporated, a Delaware corporation (the “Company”), and its Related Entities (as hereinafter defined) in attracting, motivating, retaining and reward

Amended and Restated Development, License and Supply Agreement, dated as of November 13, 2020, by and between OS Therapies Incorporated and Advaxis, Inc. (now Ayala Pharmaceuticals, Inc.).(1)

Exhibit 10.5 AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT This Amended and Restated Development, License and Supply Agreement (this “Agreement”) is entered into as of November 13, 2020 (the “Amendment Effective Date”), by and between Advaxis, Inc., a corporation organized under the laws of the State of Delaware, having an address of 305 College Road East, Princeton, NJ 08540 (“Ad

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

Exhibit 10.12 15825 Shady Grove Road Rockville, MD 20850 Christopher P. Acevedo [***] January 1, 2023 On behalf of OS Therapies Incorporated, a Delaware corporation, located at: 15825 Shady Grove Road Rockville, MD 20850 (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept

Form of Groups D, E and F Convertible Note.(1)

Exhibit 10.4 Note # THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFER

Form of Placement Agent Warrant (Group B Convertible Notes placement).(1)

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Third Amended and Restated Certificate of Incorporation of OS Therapies Incorporated.(1)

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 11:10 AM 02/09/2024 Filed 11:10 AM 02/09/2024 SR 20240434242 – File Number 6823106 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OS THERAPIES INCORPORATED a Delaware corporation OS Therapies Incorporated, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),

Employment Agreement, dated as of February 21, 2023, between OS Therapies Incorporated and Paul A. Romness, MPH.(1)

Exhibit 10.7 EMPLOYMENT AGREEMENT AGREEMENT, dated as of February 21, 2023, between OS Therapies Incorporated, a Delaware corporation (the “Company”), and Paul Romness (the “Executive”). WHEREAS, the Company desires to retain the services of the Executive and to that end desires to enter into a contract of employment with him, upon the terms and conditions herein set forth; and WHEREAS, the Execut

Specimen Common Stock Certificate.(1)

Exhibit 4.1 NUMBER CERT OS Therapies Incorporated Incorporated under the Laws of the State of Delaware $0.001 Par value common stock SHARES CUSIP 68764Y108 COMMON STOCK THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OS Therapies Incorporated Transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certifi

As filed with the Securities and Exchange Commission on May 30, 2024.

As filed with the Securities and Exchange Commission on May 30, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 2834 82-5118368 (State or other jurisdiction of incorporation or organization) (P

Form of Group C Convertible Note.(1)

Exhibit 10.3 Note # THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFER

Employment Letter, dated June 23, 2020, between OS Therapies Incorporated and Robert G. Petit, Ph.D.(1)

Exhibit 10.8 June 23, 2020 Robert Petit [***] Dear Robert: On behalf of OS Therapies Incorporated, a Delaware corporation, located at: Eastern Shore Innovation Center, 104 Tech Park Drive, Cambridge, MD 21613 (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept our offer:

Form of Representative’s Warrant.

Exhibit 4.2 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2024 (THE “INITIAL E

First Amendment to Amended and Restated Development, License and Supply Agreement, dated as of April 23, 2021, between OS Therapies Incorporated and Advaxis, Inc. (now Ayala Pharmaceuticals, Inc.).(1)

Exhibit 10.5.1 FIRST AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT April 23, 2021 This First Amendment to the Amended and Restated Development, License and Supply Agreement (this “Amendment”) between OS Therapies Incorporated, a corporation organized under the laws of the State of Delaware, having an address of 104 Tech Park Drive Cambridge, MD 21613 (the “Company”) a

Form of Placement Agent Warrant (Group C Convertible Notes placement).(1)

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) OS THERAPIES INCORPORATED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, par value $0.

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

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OS THERAPIES INCORPORATED Pursuant to Section 242 of the General Corporation Law of the State of Delaware It is hereby certified that: 1. The name of the corporation is: OS Therapies Incorporated (the “Corporation”). The Corporation was originally formed on April 12, 2018, as a Delaware limited l

Form of Underwriting Agreement.

Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2024 Brookline Capital Markets, a division of Arcadia Securities, LLC 600 Lexington Avenue, 30th Floor New York, New York 10022 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, OS Therapies Incorporated, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreeme

Form of Placement Agent Warrant (Group D Convertible Notes placement).(1)

Exhibit 4.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

License Agreement, dated as of August 19, 2020, by and between OS Therapies Incorporated and BlinkBio, Inc.(1)

Exhibit 10.6 LICENSE AGREEMENT This License Agreement (“Agreement”) is effective as of August 19, 2020 (“Effective Date”) and is entered into by and between OS Therapies Incorporated, a Delaware corporation (“Licensee”), and BlinkBio, Inc. , a Delaware corporation (“BlinkBio”). Licensee and BlinkBio may each be referred to herein individually as a “Party” and together as the “Parties.” Background

Amended and Restated Bylaws of OS Therapies Incorporated.(1)

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF OS THERAPIES INCORPORATED a Delaware corporation ARTICLE I - BUSINESS AND PURPOSE Section 1.1 Purpose. The Corporation is established to engage in any lawful business or enterprise. By way of example, and without limitation, the Corporation may engage in any lawful business. Section 1.2 Powers. In the performance of its business, the Corporation shall hav

Form of Group B Convertible Note.(1)

Exhibit 10.2 Note # THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFER

Form of First Amendment to the OS Therapies Incorporated 2023 Incentive Compensation Plan.(1)

Exhibit 10.11.1 FIRST AMENDMENT TO THE OS THERAPIES INCORPORATED 2023 INCENTIVE COMPENSATION PLAN WHEREAS, pursuant to Section 10(e) of the OS Therapies Incorporate 2023 Incentive Compensation Plan (the “Plan”), the Board of Directors (the “Board”) of OS Therapies Incorporated (“OS Therapies”) may amend, alter, suspend, discontinue or terminate the Plan, subject to stockholder approval of any incr

Form of Indemnification Agreement between OS Therapies Incorporated and each of its directors.(1)

Exhibit 10.10 OS THERAPIES INCORPORATED INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of , 2023, and is between OS Therapies Incorporated, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of corporati

Form of Group A Convertible Note.(1)

Exhibit 10.1 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. FORM OF CONVERTIBLE PROMISSORY NOTE Princi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-271034 OS THER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ SPECIAL FINANCIAL REPORT PURSUANT TO RULE 15D-2 OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023. ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ SPECIAL FINANCIAL REPORT PURSUANT TO RULE 15D-2 OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-271034 OS THERAPIE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: N/A CUSIP Number: 68764Y108 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: N/A CUSIP Number: 68764Y108 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition

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

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OS THERAPIES INCORPORATED Pursuant to Section 242 of the General Corporation Law of the State of Delaware It is hereby certified that: 1. The name of the corporation is: OS Therapies Incorporated (the “Corporation”). The Corporation was originally formed on April 12, 2018, as a Delaware limited l

As filed with the Securities and Exchange Commission on May 13, 2024.

As filed with the Securities and Exchange Commission on May 13, 2024. Registration No. 333-271034 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 2834 82-5118368 (State or other jurisdict

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

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 11:10 AM 02/09/2024 Filed 11:10 AM 02/09/2024 SR 20240434242 – File Number 6823106 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OS THERAPIES INCORPORATED a Delaware corporation OS Therapies Incorporated, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),

Amended and Restated Bylaws of OS Therapies Incorporated.

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF OS THERAPIES INCORPORATED a Delaware corporation ARTICLE I - BUSINESS AND PURPOSE Section 1.1 Purpose. The Corporation is established to engage in any lawful business or enterprise. By way of example, and without limitation, the Corporation may engage in any lawful business. Section 1.2 Powers. In the performance of its business, the Corporation shall hav

February 12, 2024

February 12, 2024 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Joe McCann, Esq. Office of Life Sciences Re: OS Therapies Incorporated Registration Statement on Form S-1 (No. 333-271034) Ladies and Gentlemen: On behalf of OS Therapies Incorporated, a Delaware corporation (the “Company”), we enc

February 12, 2024

February 12, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Office of Life Sciences Re: OS Therapies Incorporated Registration Statement on Form S-1 File No. 333-271034 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the un

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) OS THERAPIES INCORPORATED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, par value $0.

As filed with the Securities and Exchange Commission on January 25, 2024.

As filed with the Securities and Exchange Commission on January 25, 2024. Registration No. 333-271034 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 2834 82-5118368 (State or other jurisdiction of inco

EMAIL: [email protected]

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 January 24, 2024 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn.: Jimmy McNamara, Esq. Division of Corporation Finance Office of Life Sciences Re: OS Therapies Incorporated Amendment No. 5 to Registration Statement on Form S-1 File No. 333-271034 Ladies and Gentlemen: On behalf of OS Therapies

EMAIL: [email protected]

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 December 22, 2023 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn.: Jimmy McNamara, Esq. Division of Corporation Finance Office of Life Sciences Re: OS Therapies Incorporated Amendment No. 4 to Registration Statement on Form S-1 File No. 333-271034 Ladies and Gentlemen: On behalf of OS Therapie

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

Exhibit 10.12 15825 Shady Grove Road Rockville, MD 20850 Christopher P. Acevedo [***] January 1, 2023 On behalf of OS Therapies Incorporated, a Delaware corporation, located at: 15825 Shady Grove Road Rockville, MD 20850 (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) OS THERAPIES INCORPORATED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, par value $0.

As filed with the Securities and Exchange Commission on December 22, 2023.

As filed with the Securities and Exchange Commission on December 22, 2023. Registration No. 333-271034 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 2834 82-5118368 (State or other jurisdiction of inc

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) OS THERAPIES INCORPORATED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, par value $0.

As filed with the Securities and Exchange Commission on May 22, 2023.

As filed with the Securities and Exchange Commission on May 22, 2023. Registration No. 333-271034 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 2834 82-5118368 (State or other jurisdiction of incorpor

* * *

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 May 22, 2023 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549 Attn.: Joe McCann, Esq. Office of Life Sciences Re: OS Therapies Incorporated Amendment No. 3 to the Registration Statement on Form S-1 File No. 333-271034 Ladies and Gentl

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) OS THERAPIES INCORPORATED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, par value $0.

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

Exhibit 10.5.1 FIRST AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT April 23, 2021 This First Amendment to the Amended and Restated Development, License and Supply Agreement (this “Amendment”) between OS Therapies Incorporated, a corporation organized under the laws of the State of Delaware, having an address of 104 Tech Park Drive Cambridge, MD 21613 (the “Company”) a

April 24, 2023

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 April 24, 2023 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549 Attn.: Joe McCann, Esq. Office of Life Sciences Re: OS Therapies Incorporated Amendment No. 2 to the Registration Statement on Form S-1 File No. 333-271034 Ladies and Gen

As filed with the Securities and Exchange Commission on April 24, 2023.

As filed with the Securities and Exchange Commission on April 24, 2023. Registration No. 333-271034 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 2834 82-5118368 (State or other jurisdiction of incorp

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

Exhibit 10.10 OS THERAPIES INCORPORATED INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of , 2023, and is between OS Therapies Incorporated, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of corporati

Form of Third Amended and Restated Certificate of Incorporation of OS Therapies Incorporated, to be in effect prior to the effectiveness of this offering.

Exhibit 3.2 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OS THERAPIES INCORPORATED a Delaware corporation OS Therapies Incorporated, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A. The name of the Corporation is OS Therapies Incorporated, which was originally formed on April 12, 2018 as a Delaware limit

Form of Representative’s Warrant.

Exhibit 4.2 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS PROVIDED HEREIN AND IN THE UNDERWRITING AGREEMENT BETWEEN BOUSTEAD SECURITIES, LLC AND OS THERAPIES INCORPORATED, DATED AS OF [●] (THE “UNDERWRITING AGREEMENT”), AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL N

As filed with the Securities and Exchange Commission on April 13, 2023.

As filed with the Securities and Exchange Commission on April 13, 2023. Registration No. 333-271034 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 2834 82-5118368 (State or other jurisdiction of incorp

Specimen Common Stock Certificate.

Exhibit 4.1 NUMBER CERT OS Therapies Incorporated Incorporated under the Laws of the State of Delaware $0.001 Par value common stock SHARES CUSIP 68764Y108 COMMON STOCK THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OS Therapies Incorporated Transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certifi

Form of Amended and Restated Bylaws of OS Therapies Incorporated, to be in effect prior to the effectiveness of this offering.

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF OS THERAPIES INCORPORATED a Delaware corporation ARTICLE I - BUSINESS AND PURPOSE Section 1.1 Purpose. The Corporation is established to engage in any lawful business or enterprise. By way of example, and without limitation, the Corporation may engage in any lawful business. Section 1.2 Powers. In the performance of its business, the Corporation shall hav

OS Therapies Incorporated 2023 Incentive Compensation Plan.

Exhibit 10.11 OS THERAPIES INCORPORATED 2023 INCENTIVE COMPENSATION PLAN OS THERAPIES INCORPORATED 2023 INCENTIVE COMPENSATION PLAN 1. Purpose., The purpose of the OS THERAPIES 2023 INCENTIVE COMPENSATION PLAN (the “Plan”) is to assist OS Therapies Incorporated, a Delaware corporation (the “Company”), and its Related Entities (as hereinafter defined) in attracting, motivating, retaining and reward

* * *

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 April 13, 2023 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549 Attn.: Jimmy McNamara, Esq. Office of Life Sciences Re: OS Therapies Incorporated Registration Statement on Form S-1 Filed March 31, 2023 File No. 333-271034 Ladies and G

Form of Underwriting Agreement.

Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2023 Boustead Securities, LLC 6 Venture, Suite 395 Irvine, CA 92618 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, OS Therapies Incorporated, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) OS THERAPIES INCORPORATED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, par value $0.

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

Exhibit 10.7 EMPLOYMENT AGREEMENT AGREEMENT, dated as of February 21, 2023, between OS Therapies Incorporated, a Delaware corporation (the “Company”), and Paul Romness (the “Executive”). WHEREAS, the Company desires to retain the services of the Executive and to that end desires to enter into a contract of employment with him, upon the terms and conditions herein set forth; and WHEREAS, the Execut

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

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) OS THERAPIES INCORPORATED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to be Paid Equity Common stock, par value $0.

Consulting Agreement, dated March 1, 2023, between OS Therapies Incorporated and Alan A. Musso.

Exhibit 10.9 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) dated March 1, 2023, and as it may be amended from time to time, is entered into by and between OS Therapies, a Delaware Incorporation, with its principal place of business at 15825 Shady Grove Road, Suite 135 Rockville, Maryland 20850 (the “Company”), and Alan Musso of [***] (“Consultant”). 1. Consulting Relationship.

Form of Group B Convertible Note.

Exhibit 10.2 Note # THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFER

Bylaws of OS Therapies Incorporated, as currently in effect.

Exhibit 3.3 BYLAWS OF OS THERAPIES INCORPORATED ARTICLE I - BUSINESS AND PURPOSE The Corporation is established to engage in any lawful business or enterprise. By way of example and without limitation the Corporation may engage in any lawful business. In the performance of its business, the Corporation shall have all powers granted by the general Corporation laws of the state of Delaware. Specific

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

Exhibit 10.5 AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT This Amended and Restated Development, License and Supply Agreement (this “Agreement”) is entered into as of November 13, 2020 (the “Amendment Effective Date”), by and between Advaxis, Inc., a corporation organized under the laws of the State of Delaware, having an address of 305 College Road East, Princeton, NJ 08540 (“Ad

Form of Group D Convertible Note.

Exhibit 10.4 Note # THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFER

Form of Group C Convertible Note.

Exhibit 10.3 Note # THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFER

Second Amended and Restated Certificate of Incorporation of OS Therapies Incorporated, as currently in effect.

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 11:41 AM 05/19/2021 FILED 11:41 AM 05/19/2021 SR 20211889132 – File Number 6823106 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OS THERAPIES INCORPORATED (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) OS Therapies Incorporated, a corporation organized and e

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

Exhibit 10.6 LICENSE AGREEMENT This License Agreement (“Agreement”) is effective as of August 19, 2020 (“Effective Date”) and is entered into by and between OS Therapies Incorporated, a Delaware corporation (“Licensee”), and BlinkBio, Inc. , a Delaware corporation (“BlinkBio”). Licensee and BlinkBio may each be referred to herein individually as a “Party” and together as the “Parties.” Background

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

Exhibit 10.8 June 23, 2020 Robert Petit [***] Dear Robert: On behalf of OS Therapies Incorporated, a Delaware corporation, located at: Eastern Shore Innovation Center, 104 Tech Park Drive, Cambridge, MD 21613 (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept our offer:

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

Exhibit 4.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

* * *

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 March 31, 2023 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549 Attn.: Jimmy McNamara, Esq. Office of Life Sciences Re: OS Therapies Inc Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted March 14, 2023 CIK No. 0001

Power of Attorney (set forth on signature page of the Registration Statement).

As filed with the Securities and Exchange Commission on March 31, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OS THERAPIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 2834 82-5118368 (State or other jurisdiction of incorporation or organization)

Form of Group A Convertible Note.

Exhibit 10.1 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. FORM OF CONVERTIBLE PROMISSORY NOTE Princi

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

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

As confidentially submitted with the Securities and Exchange Commission on March 14, 2023. This draft registration statement has not been filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

As confidentially submitted with the Securities and Exchange Commission on March 14, 2023.

LICENSE AGREEMENT

Exhibit 10.6 LICENSE AGREEMENT This License Agreement (“Agreement”) is effective as of August 19, 2020 (“Effective Date”) and is entered into by and between OS Therapies Incorporated, a Delaware corporation (“Licensee”), and BlinkBio, Inc. , a Delaware corporation (“BlinkBio”). Licensee and BlinkBio may each be referred to herein individually as a “Party” and together as the “Parties.” Background

AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT

Exhibit 10.5 AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT This Amended and Restated Development, License and Supply Agreement (this “Agreement”) is entered into as of November 13, 2020 (the “Amendment Effective Date”), by and between Advaxis, Inc., a corporation organized under the laws of the State of Delaware, having an address of 305 College Road East, Princeton, NJ 08540 (“Ad

OS THERAPIES INCORPORATED FORM OF UNSECURED CONVERTIBLE PROMISSORY NOTE

EX-10.2 3 filename3.htm Exhibit 10.2 Note # THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE

FORM OF CONVERTIBLE PROMISSORY NOTE

EX-10.1 2 filename2.htm Exhibit 10.1 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. FORM OF CONVERTIBL

OS THERAPIES INCORPORATED FORM OF UNSECURED CONVERTIBLE PROMISSORY NOTE

EX-10.3 4 filename4.htm Exhibit 10.3 Note # THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE

OS THERAPIES INCORPORATED FORM OF UNSECURED CONVERTIBLE PROMISSORY NOTE

EX-10.4 5 filename5.htm Exhibit 10.4 Note # THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE

2

Exhibit 10.9 15825 Shady Grove Road Rockville, MD 20850 Christopher P. Acevedo [***] January 1, 2023 On behalf of OS Therapies Incorporated, a Delaware corporation, located at: 15825 Shady Grove Road Rockville, MD 20850 (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept

2

Exhibit 10.8 June 23, 2020 Robert Petit [***] Dear Robert: On behalf of OS Therapies Incorporated, a Delaware corporation, located at: Eastern Shore Innovation Center, 104 Tech Park Drive, Cambridge, MD 21613 (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept our offer:

EMPLOYMENT AGREEMENT

EX-10.7 8 filename8.htm Exhibit 10.7 EMPLOYMENT AGREEMENT AGREEMENT, dated as of February 21, 2023, between OS Therapies Incorporated, a Delaware corporation (the “Company”), and Paul Romness (the “Executive”). WHEREAS, the Company desires to retain the services of the Executive and to that end desires to enter into a contract of employment with him, upon the terms and conditions herein set forth;

March 13, 2023

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 March 13, 2023 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549 Attn.: Jimmy McNamara, Esq. Office of Life Sciences Re: OS Therapies Inc Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted January 20, 2023 CIK No. 00

(Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

EX-3.1 2 filename2.htm Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 11:41 AM 05/19/2021 FILED 11:41 AM 05/19/2021 SR 20211889132 – File Number 6823106 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OS THERAPIES INCORPORATED (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) OS Therapies Incorporated, a corp

As confidentially submitted with the Securities and Exchange Commission on January 20, 2023. This draft registration statement has not been filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

DRS/A 1 filename1.htm As confidentially submitted with the Securities and Exchange Commission on January 20, 2023. This draft registration statement has not been filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Confidential Draft Submission No. 2

EMAIL: [email protected]

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 January 20, 2023 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: OS Therapies Incorporated Draft Registration Statement on Form S-1 Ladies and Gentlemen: On behalf of OS Therapies Incorporated, a Delaware corporation (the “Company”), we hereby submit through EDGAR for confidential non-public rev

BYLAWS OF OS THERAPIES INCORPORATED ARTICLE I - BUSINESS AND PURPOSE

Exhibit 3.3 BYLAWS OF OS THERAPIES INCORPORATED ARTICLE I - BUSINESS AND PURPOSE The Corporation is established to engage in any lawful business or enterprise. By way of example and without limitation the Corporation may engage in any lawful business. In the performance of its business, the Corporation shall have all powers granted by the general Corporation laws of the state of Delaware. Specific

As confidentially submitted with the Securities and Exchange Commission on November 23, 2022 This draft registration statement has not been filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

DRS 1 filename1.htm As confidentially submitted with the Securities and Exchange Commission on November 23, 2022 This draft registration statement has not been filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER