OS Therapies Inc 2026年季度报告

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, 2026 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 THERAPIES INCORPORATED(Exact name of registrant as specified in its charter) (410) 297-7793(Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth Company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The number of shares of the registrant’s common stock outstanding as of the close of business on May 14, 2026 was 44,538,106. TABLE OF CONTENTS OS THERAPIES INCORPORATED PagePART I. FINANCIAL INFORMATION1Item 1. Consolidated Financial Statements.1Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 (unaudited)1Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited)2Consolidated Statements of Stockholders’ Deficit for the three months ended March 31, 2026 and 2025 (unaudited)3Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited)4Notes to the Consolidated Financial Statements (unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.22Item 3. Quantitative and Qualitative Disclosures About Market Risk.33Item 4. Controls and Procedures.33PART II. OTHER INFORMATION34Item 1. Legal Proceedings.34Item 1A. Risk Factors.34Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.34Item 6. Exhibits.35 PART I. FINANCIAL INFORMATION OS Therapies IncorporatedConsolidated Balance Sheets(unaudited) LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICITCurrent Liabilities OS Therapies IncorporatedConsolidated Statements of Operations(unaudited) OS Therapies IncorporatedConsolidated Statements of Stockholders’ DeficitFor the Three Months Ended March 31, 2026 and 2025(unaudited) OS Therapies IncorporatedConsolidated Statements of Cash FlowsFor the Three Months Ended March 31, 2026 and 2025(unaudited) OS Therapies IncorporatedNotes to the Consolidated Financial StatementsFor the Three Months Ended March 31, 2026 and 2025(unaudited) 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 June24, 2019. It isbased 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 andother related diseases. As of March 31, 2026, there is one ongoing clinical trial for Osteosarcoma therapy. OS Animal Health Corp – Subsidiary On June 25, 2025, the Company formed OS Animal Health Corp, a Delaware corporation and wholly owned subsidiary. Thesubsidiary had minimal activity during the three months ended March 31, 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 grantedthe 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 own