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

OS Therapies Incorporated (“we,” “us,” “our,” the “Company”) is a Delaware corporation incorporated on June 24, 2019. It is based in Rockville, Maryland. The Company is the successor to an LLC formed in 2018.

The Company intends to focus on the identification, development, and commercialization of treatments for Osteosarcoma and other related diseases. As of June 30, 2026, there is one ongoing clinical trial for Osteosarcoma therapy.

OS Animal Health Inc. – Subsidiary

On June 25, 2025, the Company formed OS Animal Health Inc., a Delaware corporation and wholly owned subsidiary. The subsidiary had minimal activity during the six months ended June 30, 2026, consisting primarily of investor relations and audit-related expenses. During this period, the Company entered into a license agreement with the subsidiary, pursuant to which it granted the subsidiary rights to use the HER2 Assets (as defined below).

OS Therapies UK LTD – Subsidiary

On August 29, 2025, the Company formed OS Therapies UK LTD, a United Kingdom corporation and wholly owned subsidiary. This subsidiary serves as the Company’s research and development arm. The Company has transitioned its research and development activities to this subsidiary and has entered into an intercompany loan agreement.

Liquidity

The Company has prepared its consolidated financial statements on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Since inception, the Company has incurred significant net losses and negative cash flows from operations. During the six months ended June 30, 2026, the Company incurred a net loss of $19.0 million and used $10.1 million in cash for operating activities.

As of June 30, 2026, the Company had cash and cash equivalents of $205,035. Management has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. The Company’s current cash balance is insufficient to fund operations. During the six months ended June 30, 2026, the Company incurred significant expenses, primarily related to activities in preparation for potential regulatory approvals by the U.S. Food and Drug Administration and other countries’ regulatory authorities. The Company expects vendor and related costs associated with these efforts to total approximately $24.0 million and continue into the remainder of 2026. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited consolidated financial statements are issued.

The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital to fund its research and development and future operations. Management’s plans to mitigate these conditions include:

The Company closed an equity financing on August 10, 2026, raising approximately $4.7 million in net proceeds, with an additional $5 million in future borrowings available. See Note 10 for additional information. However, there can be no assurance that the Company will be successful in securing additional financing on favorable terms, or at all. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.