What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-21 · 226 added, 171 removed, 780 unchanged (34% of the section changed)

20 unchanged sentences

in Exchange Act Rule 13a-15(f).

Internal control over financial reporting is a process designed under the supervision and

with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with accounting principles generally accepted in the U.S..

All internal control systems, no matter how well designed,

have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect

to financial statement preparation and presentation.

of December 31, 2021, under the supervision and with the participation of our management, including our principal executive officer and

principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on

the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Based on this assessment, our management concluded that, as of December 31, 2021, our internal control over financial reporting

lacks adequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures

for accounting, IT and financial reporting and record keeping and we are implementing plans to improve such internal control.

Internal control over financial reporting is a process designed under the supervision and with the participation

of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting

principles generally accepted in the U.S..

All internal control systems, no matter how well designed, have inherent limitations.

even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and

presentation.

of December 31, 2022, under the supervision and with the participation of our management, including our principal executive officer

and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting

based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of

the Treadway Commission.

Based on this assessment, our management concluded that, as of December 31, 2022, our internal control over

financial reporting had material weaknesses that lack adequate segregation of duties within account processes due to limited

personnel and insufficient written policies and procedures for accounting, IT and financial reporting and record keeping and we are

implementing plans to improve such internal control.

in Internal Control Over Financial Reporting

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All directors hold office until the next annual meeting of stockholders and the election and qualification of their successors.

Officers serve at the discretion of the board.

serve at the discretion of the board.

Executive Officer, Chief Financial Officer and Director

227 unchanged sentences

and Pledging Policies

part of our Insider Trading Policy, all of our officers, all of our directors, certain of our employees and consultants and family members

or others sharing a household with any of the foregoing are prohibited from engaging in short sales of our securities, any hedging or

monetization transactions involving our securities and in transactions involving puts, calls or other derivative securities based on

our securities.

Our Insider Trading Policy further prohibits such persons from purchasing our securities on margin, borrowing against

any account in which our securities are held or pledging our securities as collateral for a loan unless pre-cleared by our Insider Trading

Compliance Officer.

As of March 21, 2022, none of our directors or executive officers had pledged any shares of our common stock.

part of our Insider Trading Policy, all of our officers, all of our directors, certain of our employees and consultants and family

members or others sharing a household with any of the foregoing are prohibited from engaging in short sales of our securities, any

hedging or monetization transactions involving our securities and in transactions involving puts, calls or other derivative

securities based on our securities.

Our Insider Trading Policy further prohibits such persons from purchasing our securities on

margin, borrowing against any account in which our securities are held or pledging our securities as collateral for a loan unless

pre-cleared by our Insider Trading Compliance Officer.

As of March 15, 2023, none of our directors or executive officers had pledged

any shares of our common stock.

EXECUTIVE COMPENSATION

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2022 fiscal year, Mr.

Patel received 218,484 shares of our common stock for services rendered and as incentive for services to be

Patel did not receive any options or warrants for the 2021 fiscal year.

Patel received 163,863 shares of our common stock and options to purchase 131,900 shares of common stock for

services rendered and as incentive for services to be rendered.

The options may or may not vest based on certain additional

performance milestones.

For 2021 fiscal year, Mr.

Patel received 218,484

shares of our common stock for services rendered and as incentive for services to be rendered.

Patel did not receive any options

or warrants for the 2020 fiscal year.

Patel received 218,484 shares of our common stock and no options or warrants for

services rendered and as incentive for services to be rendered.

Equity Awards at Fiscal Year-End

following table provides information regarding awards held by each of our named executive officers that were outstanding as of December

Option Awards (1)

Number of Securities

Underlying Unexercised Options (#)

Number of Securities

Underlying Unexercised Options (#)

Unexercisable

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Exercise Price ($)

Expiration Date

shares or units of

have not vested (#)

Market value of

shares or units of

have not vested ($)

Patel shares of common stock on September 30, 2019 for compensation and incentives of which 93,633 vested immediately

upon grant, 491,589 vested between October 1 2019 and December 31, 2021 over the 27 month period, and the balance, or 163,863

shares of common stock vest over 9 equal monthly installments commencing on January 1, 2022.

+Snehal Patel

June 21, 2032

June 22, 2022, we granted Mr.

Patel options to purchase shares of common stock for compensation and incentives to be earned in

equal installments over 48 months.

Between the 6 month period, June, 22, 2022 to December 31, 2022, Mr.

Patel earned 131,900

options which may or may not vest based on certain additional performance milestones and of which 20% is currently vested and

exercisable, totaling 26,219 shares, and the balance, or 1,022,504 options, may or may not vest over the 42 month period

commencing on January 1, 2023 or thereafter.

We granted Mr.

Patel shares of common stock on September 30, 2019 for compensation and incentives of which 93,633 vested immediately upon

grant and 655,452 vested between October 1, 2019 and September 30, 2022 in 36 equal installments over the 36 month period.

Director Compensation

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Fees Earned or

and Option Awards

David McWilliams (1)

1 unchanged sentence

Kenneth Hallock (3)

September 30, 2019, we authorized the issuance of 28,090 shares of its common stock to Mr.

The shares vest in 36 equal

monthly installments with the first installment vesting on October 1, 2019.

Of such shares, 9,372 shares of common stock vested during

the fiscal year ended December 31, 2021.

McWilliams did not receive any options or warrants during the 2021 fiscal year.

September 30, 2019, we authorized the issuance of 18,727 shares of its common stock to Mr.

The shares vest in 36 equal monthly

installments with the first installment vesting on October 1, 2019.

Of such shares, 6,252 shares of common stock vested during the

fiscal year ended December 31, 2021.

Rothe did not receive any options or warrants during the 2021 fiscal year.

September 30, 2019, we authorized the issuance of 18,727 shares of its common stock to Mr.

The shares vest in 36 equal monthly

installments with the first installment vesting on October 1, 2019.

Of such shares, 6,252 shares of common stock vested during the

fiscal year ended December 31, 2021.

Hallock did not receive any options or warrants during the 2021 fiscal year.

We granted Mr.

McWilliams options to purchase shares of common stock on June 22, 2022 for compensation and incentives of which 7,748 options

vested between June, 22, 2022 and December 31, 2022 over the 6 month period, and the balance, or 54,236 options, vest over 42 equal monthly

installments commencing on January 1, 2023.

We granted Mr.

McWilliams shares of common stock on September 30, 2019 for compensation and

incentives of which 28,116 shares vested between October 1, 2019 and September 30, 2022 in 36 equal installments over the 36 month period.

We granted Mr.

Rothe options to purchase shares of common stock on June 22, 2022 for compensation and incentives of which 5,169 options

vested between June, 22, 2022 and December 31, 2022 over the 6 month period, and the balance, or 36,180 options, vest over 42 equal monthly

installments commencing on January 1, 2023.

We granted Mr.

Rothe shares of common stock on September 30, 2019 for compensation and incentives

of which 18,756 shares vested between October 1, 2019 and September 30, 2022 in 36 equal installments over the 36 month period.

We granted Mr.

Hallock options to purchase shares of common stock on June 22, 2022 for compensation and incentives of which 5,169 options

vested between June, 22, 2022 and December 31, 2022 over the 6 month period, and the balance, or 36,180 options, vest over 42 equal monthly

installments commencing on January 1, 2023.

We granted Mr.

Hallock shares of common stock on September 30, 2019 for compensation and incentives

of which 18,756 shares vested between October 1, 2019 and September 30, 2022 in 36 equal installments over the 36 month period.

Patel Employment Agreement

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ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.

Shares of common stock that may be acquired by an individual or group within 60 days of March 21, 2022, pursuant to the exercise

of options or warrants, vesting of common stock or conversion of preferred stock or convertible debt, are deemed to be outstanding for

the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of

computing the percentage ownership of any other person shown in the table.

Percentage of ownership is based on 12,951,453 shares

of common stock issued and outstanding as of March 21, 2022.

Shares of common stock that may be acquired by an individual or group within 60 days of March 15, 2023, pursuant to the exercise of options

or warrants, vesting of common stock or conversion of preferred stock or convertible debt, are deemed to be outstanding for the purpose

of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing

the percentage ownership of any other person shown in the table.

Percentage of ownership is based on 12,848,165 shares of common stock

issued and outstanding as of March 15, 2023.

as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with

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Dr, Building 14, Stafford, TX 77477.

Number of Shares

Percentage of Common Stock

Name of Beneficial Owner

Beneficially Owned

Directors and Named Executive Officers

of Beneficial Owner

of Common Stock Beneficially Owned

officers and directors:

5,324,974 (1)

Joseph Daugherty

David McWilliams

Kenneth Hallock

All current named executive officers and directors as a group (5 persons)

current named executive officers and directors as a group (5) persons

beneficial ownership of less than 1%

of (i) 944,604 shares of common stock owned by Snehal Patel, (ii) 1,408,033 shares of common stock owned by Snehal Patel IRA,

(iii) 919,234 shares of common stock owned by Patel Family Trust 1, (iv) 2,063,444 shares of common stock owned by

Patel Family Trust 2, (v) 2,072,808 shares of common stock owned by Patel Family Trust 3, and (vi) 129,400 shares of common

of (i) 1,255,074 shares of common stock owned by Snehal Patel, (ii) 1,474,568 shares of common stock owned by Snehal Patel

IRA, (iii) 919,234 shares of common stock owned by Patel Family Trust 1, (iv) 743,218 shares of common stock owned

by Patel Family Trust 2, (v) 743,218 shares of common stock owned by Patel Family Trust 3, and (vi) 135,865 shares of common

stock owned by Kinnary Patel IRA.

Excludes 72,807 shares of common stock held by Snehal Patel which vest in 4 equal

monthly installments.

Includes 53,797 shares of common stock exercisable upon exercise of vested

stock options and stock options that vest within 60 days.

Snehal Patel and Kinnary Patel, the spouse of Snehal Patel, are the Trustees of the Patel Family Trust 1, Patel

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In such capacities, Snehal Patel is deemed to hold voting and dispositive power over the securities held by such

7,272 shares of common stock which vest in 4 equal monthly installments.

10,401 shares of common stock which vest in 4 equal installments.

2,055 shares of common stock which vest in 4 equal monthly installments.

Kenneth Hallock and Annette Hallock are the

Trustees of the Hallock Trust and in such capacities share voting and dispositive power over the securities held by such entity.

Includes 6,009 shares of common stock exercisable upon exercise of vested

stock options and stock options that vest within 60 days.

Includes 14,205 shares of common stock exercisable upon exercise of vested

stock options and stock options that vest within 60 days.

Includes 9,476 shares of common stock exercisable upon exercise of vested

stock options and stock options that vest within 60 days.

Includes 9,476 shares of common stock exercisable upon exercise of vested

stock options and stock options that vest within 60 days.

Kenneth Hallock and Annette Hallock are the Trustees of the Hallock Trust and in such capacities share voting and dispositive power

over the securities held by such entity.

16(A) Beneficial Ownership Reporting Compliance

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stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

on a review of the copies of such forms received, we believe that during 2021, all filing requirements applicable to our officers,

directors and greater than ten percent beneficial owners were complied with, except that Jaye Thompson filed a Form 3 after its due date.

on a review of the copies of such forms received, we believe that during 2022, all filing requirements applicable to our officers, directors

and greater than ten percent beneficial owners were complied with.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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All other fees

fees consist of fees for professional services performed by MaloneBailey for the audit and review of our financial statements.

related fees consist of fees for preparation and filing of our registration statements, including issuance of comfort letters.

fees consist of fees for professional services performed by MaloneBailey for the audit and review of our financial statements, preparation

and filing of our registration statements, including issuance of comfort letters.

on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

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financial statements required by this item are submitted in a separate section beginning on page F-1 of this Annual Report on Form

Open Market Sale Agreement, dated July 12, 2022 by and between the Company and Jefferies LLC (incorporated by reference to Exhibit 1.1 to Form 8-K filed on July 12, 2022)

Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on October 1, 2020)

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1 to Form S-1 filed on June 23, 2020)

of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by

reference to Exhibit 4.2 to Form 10-K filed on March 31, 2021).

Description of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to Form 10-K filed on March 31, 2021).

2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Form S-1 filed on May 29, 2020)

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1 to Form S-1 filed on June 23, 2020)

Consent of MaloneBailey LLP

Power of Attorney (included on signature page hereto).

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XBRL Taxonomy Extension Definition Linkbase.

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Page Interactive Data File (embedded within the Inline XBRL document)

a management contract or compensatory plan or arrangement.

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LIFESCIENCES, INC.

March 31, 2023

Executive Officer (Principal Executive Officer and Principal Accounting and Financial Officer)

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Executive Officer and Director

March 31, 2023

Executive Officer and Principal Accounting and Financial Officer)

1 unchanged sentence

Medical Officer and Director

March 31, 2023

Joseph Daugherty

David McWilliams

March 31, 2023

Kenneth Hallock

March 31, 2023

LIFESCIENCES, INC.

to Financial Statements

of Independent Registered Public Accounting Firm (PCAOB ID:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets

Statements of Operations

of Stockholders’ Equity (Deficit)

Statements of Stockholders’ Equity

Statements of Cash Flows

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OF DECEMBER 31, 2022 AND 2021

December 31, 2021

December 31, 2020

Current assets

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Unreimbursed expenses

Advance from related party/shareholder

Total current liabilities

Total liabilities

Stockholders’ equity (deficit)

Stockholders’ equity

Common stock, $ 0.001 par value;

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Total liabilities and stockholders’ equity

See accompanying notes to financial statements.

accompanying notes to financial statements.

LIFESCIENCES, INC.

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

Year Ended December 31,

Operating expenses

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Weighted average common shares outstanding, basic and diluted

See accompanying notes to financial statements.

accompanying notes to financial statements.

LIFESCIENCES, INC.

OF STOCKHOLDERS’ EQUITY (DEFICIT )

OF STOCKHOLDERS’ EQUITY

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

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Preferred Stock

Total Stockholders’

Paid-in Capital

Accumulated Deficit

Equity (Deficit)

Stockholders’ Equity

Balances, December 31, 2020

$ ( 29,076,953 )

Stock-based compensation

Issuance of common stock in initial public offering, net of offering costs

Additional preferred stock issued due to anti-dilution

Conversion of preferred to common stock

Issuance of common stock in follow-on offering, net of offering costs

Issuance of common stock from exercise of Green Shoe of follow-on offering, net of offering costs

Issuance of common stock from exercise of Green Shoe of follow-on offering, net of offering costs, shares

Issuance of common stock through partial exercise of underwriter warrants

Issuance of common stock through partial exercise of underwriter warrants, shares

( 4,570,576 )

Balances, December 31, 2021

$ ( 33,647,529 )

Beginning balance

$ ( 33,647,529 )

Stock-based compensation

Issuance of common stock from exercise of Green Shoe of follow-on offering, net of offering costs

Issuance of common stock through partial exercise of underwriter warrants

Repurchase of common stock via stock repurchase program, net of costs

( 7,535,696 )

( 7,536,216 )

( 7,825,237 )

Balances, December 31, 2022

See accompanying notes to financial statements.

$ ( 41,472,766 )

Ending balance

$ ( 41,472,766 )

accompanying notes to financial statements.

LIFESCIENCES, INC.

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

Year Ended December 31,

Operating activities:

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Unreimbursed expenses (accrued)

Related party payable

Net cash used in operating activities

3 unchanged sentences

Financing activities:

Net proceeds from initial public offering, follow-on offering, exercise of Green Shoe, and exercise of underwriter warrants

Repayment to related party/shareholder

Net proceeds from exercise of Green Shoe from follow-on offering and exercise of underwriter warrants

Repurchase of common stock via stock repurchase program, net of costs

( 7,536,216 )

Advance from related party/shareholder

Net cash provided by (used in) financing activities

( 7,536,216 )

Net increase (decrease) in cash

( 13,736,243 )

( 1,456,106 )

Cash, beginning of period

Cash, end of period

Non-cash investing and financing activities:

Common stock to settle related party payable

Conversion of preferred stock to common

Issuance of preferred stock due to antidilution

See accompanying notes to financial statements.

accompanying notes to financial statements.

LIFESCIENCES, INC.

3 unchanged sentences

(the “Company”) was incorporated in the state of Delaware in 2006 under the name Norwell, Inc.

2018, Norwell, Inc.

March 2018, Norwell, Inc.

changed its name to Greenwich LifeSciences, Inc.

The Company is developing a breast cancer immunotherapy focused

on preventing the recurrence of breast cancer following surgery.

Accounting Policies

In February 2023, Greenwich LifeSciences Europe Limited

was incorporated as a wholly owned subsidiary in Ireland.

The Company is developing a breast cancer immunotherapy focused on

preventing the recurrence of breast cancer following surgery.

Significant Accounting Policies

of Presentation

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No impairment losses on long-lived assets have been recorded through December

February 2016, the FASB issued Accounting Standards Update (“ASU”) No.

2016-02-Leases (Topic 842), which significantly amends

the way companies are required to account for leases.

Under the updated leasing guidance, some leases that did not have to be reported

previously are now required to be presented as an asset and liability on the balance sheet.

In addition, for certain leases, what was

previously classified as an operating expense must now be allocated between amortization expense and interest expense.

The Company elected

to adopt this update using the modified retrospective transition method and prior periods have not been restated.

The current monthly rent is approximately $ 2,555 .

The month-to-month sub-lease is from a related party and the underlying lease expires

in May of 2024 .

Any right of use asset and liability is deemed to be nominal as of December 31, 2022 and 2021.

expense related to warrants and stock granted to employees and non-employees is measured at the grant date based on the estimated fair

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EPS calculation because they are antidilutive.

of December 31, 2021 and 2020, the Company had common stock equivalents related to warrants outstanding to acquire 20,174 and 100,869

shares of the Company’s common stock, respectively.

of December 31, 2022 and 2021, the Company had common stock equivalents related to warrants outstanding to acquire 20,174

shares of the Company’s common stock.

of December 31, 2022 and 2021, the Company has no common stock equivalents related to convertible preferred stock issued and outstanding.

Debt and Convertible Preferred Stock

January 2021, the Company early adopted ASU 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging

— Contracts in Entity’s Own Equity (Subtopic 815-40).

ASU 2020-06 simplifies the accounting for convertible debt instruments

and convertible preferred stock by reducing the number of accounting models and limiting the number of embedded conversion features separately

recognized from the primary contract.

The guidance also includes targeted improvements to the disclosures for convertible instruments

and earnings per share.

ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within

those fiscal years.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020.

The adoption of

ASU 2020-06 did not have a material impact on the Company’s financial statements.

Related Party Transactions

13 unchanged sentences

party loans of $ 155,154 and $ 120,000 to Snehal Patel and the Kenneth Hallock and Annette Hallock Revocable Trust, respectively.

party payables to the Company’s officers and directors since January 1, 2010 total $ 12.0 million as of September 30, 2019.

party payables were decreased from $ 12.0 million to $ 0 and all of the Company’s 2,675,602 warrants were cancelled on September

30, 2019, as all related party payables and all warrants were exchanged for an aggregate of 8,012,684 shares of the Company’s common

stock on September 30, 2019.

There are no related party payables as of December 31, 2020 and December 31, 2019.

LIFESCIENCES, INC.

TO FINANCIAL STATEMENTS

components of the Company’s deferred tax assets and liabilities were as follows:

7 unchanged sentences

federal income tax rate used for 2022 and 2021 was 21 %.

At December 31, 2021, the Company had federal net operating loss (“NOL”) carryforwards of approximately $ 8.8

million that will expire in tax years up

through 2037 .

The NOLs generated in tax years 2018 and forward will carry forward indefinitely, but the deductibility of such federal net operating

losses is limited.

The NOL and tax credit carryforwards may be further subject to the application of Section 382 of the Internal Revenue

Code of 1986, as amended (the “Code”), as discussed further below.

The Company has provided a valuation allowance to offset

the deferred tax assets due to the uncertainty of realizing the benefits of the net deferred tax asset.

At December 31, 2022, the Company had federal net operating loss (“NOL”)

carryforwards of approximately $ 14.9 million that will expire in tax years up through 2037 .

The NOLs generated in tax years 2018 and forward

will carry forward indefinitely, but the deductibility of such federal net operating losses is limited.

The NOL and tax credit carryforwards

may be further subject to the application of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as

discussed further below.

The Company has provided a valuation allowance to offset the deferred tax assets due to the uncertainty of realizing

the benefits of the net deferred tax asset.

Company’s issuances of common and preferred stock have likely resulted in ownership changes as defined by Section 382 of the Code;

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exist going back to 2010 that may be utilized on a current or future year tax return.

and Contingencies

Commitments and Contingencies

Obligation, Legal Expenses, and Manufacturing Agreements

10 unchanged sentences

for the Company’s clinical trials.

Company paid HJF an aggregate total of $ 434,732 in July 2021 related to annual maintenance fees and reimbursement of patent expenses.

Accounts payable includes accrued patent and license obligations to HJF, including accrued interest, plus accrued expenses for manufacturing

of GP2 for the upcoming Phase III clinical trial, which total $ 220,845 as of December 31, 2021 and $ 710,971 as of December 31, 2020.

Company paid HJF an aggregate total of $ 434,732

in July 2021 related to annual maintenance fees and reimbursement of patent expenses.

Accounts payable includes accrued interest which total $ 220,845

as of December 31, 2022 and 2021.

LIFESCIENCES, INC.

TO FINANCIAL STATEMENTS

time to time, the Company may be involved in disputes, including litigation, relating to claims arising out of operations in the normal

10 unchanged sentences

individually or in the aggregate, could have a material adverse effect on our results of operations or financial position.

Stockholders’

Stockholders’ Equity

September 30, 2019, the board of directors (the “Board”) and stockholders of the Company adopted the Greenwich LifeSciences,

2019 Equity Incentive Plan setting aside and reserving 1,498,128

shares of common stock without any issuance of

common stock or options under the plan.

2019 Equity Incentive Plan setting aside and reserving 1,498,128 shares of common stock without any issuance of common stock or

options under the plan.

of December 31, 2022, 893,181 shares of the 908,362 shares of the common stock grant, which includes an additional grant of 120 shares

issued during the vesting period due to rounding up of fractional shares, had vested at approximately $ 2,009,657 value and 15,181 shares

remain unvested and unrecognized at approximately $ 34,157 value.

In 2022, 220,164 shares of common stock grant vested at approximately

$ 495,369 value.

of December 31, 2021, 673,017 shares of the 908,242 shares of the common stock grant had vested at approximately $ 1,514,288 value and

2 unchanged sentences

at approximately $ 660,582 value.

As of December 31, 2020, 379,425 shares of the

908,242 shares of the common stock grant had vested at approximately $ 853,706 value and 528,817 shares remain unvested and unrecognized

at approximately $ 1,189,838 value.

In 2020, 301,854 shares of the common stock grant vested at approximately $ 677,988 value.

January 23, 2022, the Board of Directors authorized the Company’s management to implement a stock repurchase program for up to

$ 10 million of the Company’s common stock at any time.

The term of the Board of Directors authorization of the repurchase program

is until March 31, 2023.

The repurchase program may be suspended or discontinued at any time and will be funded using the Company’s

working capital.

As of December 31, 2022, approximately 519,828 shares of the Company’s common stock has been repurchased and cancelled

at an aggregate purchase price, including all transactions costs, of approximately $ 7,536,216 .

January 23, 2022, the Board of Directors extended the lock-up of the shares owned by the Company’s directors, officers, and

existing pre-IPO investors to March 24, 2023 (30 months from date of the Company’s IPO) from March 24, 2022 (18 months from

date of the Company’s IPO).

On November 30, 2022, the Board of Directors further extended the lock-up of the shares owned by

the Company’s directors, officers, and existing pre-IPO investors to December 31, 2023 (approximately 39 months from date of

the Company’s IPO) from March 24, 2023 (30 months from date of the Company’s IPO).

During this period, current officers,

directors and certain shareholders will not be able to sell their shares of the Company’s common stock unless otherwise

modified by the Board of Directors.

June 22, 2020, the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Certificate

36 unchanged sentences

and offering expenses borne by the Company, which totaled $ 252,000 .

LIFESCIENCES, INC.

TO FINANCIAL STATEMENTS

to the IPO, there were no outstanding warrants to purchase shares of common stock accounted for as equity or liabilities.

13 unchanged sentences

an aggregate intrinsic value as of December 31, 2022 of $ 161,644 based on the December 30, 2022 closing share price of $ 15.20 :

Schedule of Outstanding Warrants

of Outstanding Warrants

Shares Underlying

4 unchanged sentences

cash within the first six months of the period in which they are exercisable.

January 23, 2022, the Board of Directors authorized the Company’s management to implement a stock repurchase program for up to

million of the Company’s common stock at

The term of the Board of Directors authorization of the repurchase program is until March 31, 2023.

The repurchase program

may be suspended or discontinued at any time and will be funded using the company’s working capital.

As of March 15, 2022,

approximately 269,828 shares of the Company’s common stock

has been repurchased at a purchase price, including all transactions costs, of approximately $ 5,513,711 .

March 15, 2022, the Board of Directors indefinitely suspended the Company’s stock repurchase program.

January 23, 2022, the Board of Directors extended the lock-up of the shares owned by the Company’s directors, officers, and existing

pre-IPO investors to March 24, 2023 (30 months from date of the Company’s IPO) from March 24, 2022 (18 months from date of the

Company’s IPO).

During this period, current officers, directors and certain shareholders will not be able to sell their shares

of the Company’s common stock unless otherwise modified by the Board of Directors.

June 22, 2022, prior to the close of the Nasdaq market, 1,498,128

shares of common stock were granted to employees, consultants, and directors issuable upon exercise of outstanding stock options

under the Company’s 2019 Equity Incentive Plan at an exercise price of $ 7.63

per share, which was the most recent prior closing share price on June 21, 2022.

The options had a fair value on the grant date of

$ 9,512,356 , based on a risk-free rate of 3.2% and an annualized volatility of 106%,

of which $ 1,248,496

was expensed through December 31, 2022 and $ 8,263,860

will be expensed in the future if and as vesting occurs.

Vesting will be based on time of service over a four year period and

certain additional performance milestones for senior management, primarily related to the Phase III clinical

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures