What changed in this filing

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Item 1. Financial Statements

2023-05-22 compared with 2022-11-14 · 116 added, 90 removed, 105 unchanged (66% of the section changed)

1 unchanged sentence

LIFESCIENCES, INC.

OF SEPTEMBER 30, 2022 AND DECEMBER 31, 2021 (UNAUDITED)

September 30,

and stockholders’ equity

payable & accrued interest

CONSOLIDATED BALANCE

OF MARCH 31, 2023 AND DECEMBER 31, 2022 (UNAUDITED)

December 31, 2022

Current assets

Non-current assets

Acquired patents, net

Liabilities and stockholders’ equity

Current liabilities

Stockholders’

stock, $ 0.001 par value;

Accounts payable & accrued interest

Unreimbursed expenses

Total current liabilities

Total liabilities

Stockholders’ equity

Common stock, $ 0.001 par value;

100,000,000 shares authorized;

12,848,165 and 13,147,829 shares issued and outstanding as of September

30, 2022 and December 31, 2021, respectively

paid-in capital

12,848,165 shares issued and outstanding as of March 31, 2023 and December 31, 2022

Additional paid-in capital

Accumulated deficit

( 43,597,668 )

( 41,472,766 )

stockholders’ equity

liabilities and stockholders’ equity

Total stockholders’ equity

Total liabilities and stockholders’ equity

accompanying notes to unaudited financial statements.

LIFESCIENCES, INC.

OF OPERATIONS

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (UNAUDITED)

and development

and administrative

CONSOLIDATED STATEMENTS OF OPERATIONS

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 (UNAUDITED)

Three Months Ended March 31,

Operating expenses

from operations

( 2,383,061 )

( 5,145,571 )

( 2,220,737 )

Research and development

General and administrative

Total operating expenses

Loss from operations

( 2,241,082 )

( 1,989,203 )

Interest income

$ ( 2,124,902 )

$ ( 1,969,628 )

share information:

loss per common share, basic and diluted

average common shares outstanding, basic and diluted

accompanied notes to unaudited financial statements.

Per share information:

Net loss per common share, basic and diluted

Weighted average common shares outstanding, basic and diluted

accompanying notes to unaudited financial statements.

LIFESCIENCES, INC.

OF STOCKHOLDERS’ EQUITY

THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (UNAUDITED)

STATEMENTS OF STOCKHOLDERS’ EQUITY

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 (UNAUDITED)

Stockholders’

December 31, 2020

$ ( 29,076,953 )

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

March 31, 2021

( 29,673,961 )

June 30, 2021

( 30,423,706 )

September 30, 2021

$ ( 31,286,824 )

December 31, 2021

Balances, December 31, 2021

$ ( 33,647,529 )

of common stock via stock buy back program, net of costs

Stock-based compensation

Repurchase of common stock via stock buy back program, net of costs

( 5,513,441 )

2 unchanged sentences

( 1,969,628 )

March 31, 2022

Balances, March 31, 2022

$ ( 35,617,157 )

of common stock via stock buy back program, net of costs

Balances, December 31, 2022

$ ( 41,472,766 )

June 30, 2022

Stock-based compensation

( 2,124,902 )

Balances, March 31, 2023

$ ( 43,597,668 )

September 30, 2022

$ ( 43,597,668 )

1 unchanged sentence

LIFESCIENCES, INC.

OF CASH FLOWS

THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (UNAUDITED)

September 30,

STATEMENTS OF CASH FLOWS

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 (UNAUDITED)

Three Months Ended

Operating activities:

$ ( 2,124,902 )

$ ( 1,969,628 )

required to reconcile net loss to net cash used in operating activities:

in operating assets and liabilities:

expenses (accrued)

cash used in operating activities

Adjustments required to reconcile net loss to net cash used in operating activities:

Stock-based compensation

Changes in operating assets and liabilities:

Unreimbursed expenses (accrued)

Net cash used in operating activities

( 1,556,807 )

( 1,947,462 )

from sale of common stock

of common stock via stock buy back program, net of costs

Financing activities:

Repurchase of common stock via stock buy back program, net of costs

( 5,513,711 )

to related party/shareholder

cash provided by (used in) financing activities

Net cash provided by (used in) financing activities

( 5,513,711 )

increase (decrease) in cash

Net increase (decrease) in cash

( 1,556,807 )

beginning of period

end of period

( 7,461,173 )

Cash, beginning of period

Cash, end of period

accompanying notes to unaudited financial statements.

6 unchanged sentences

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.

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

10 unchanged sentences

31, 2022 and 2021 as reported in the Company’s Form 10-K have been omitted.

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.

right of use asset and liability is deemed to be nominal as of March 31, 2023 and December 31, 2022.

and Diluted Loss per Share

of September 30, 2022 and 2021, the Company had common stock equivalents related to warrants outstanding to acquire 20,174 and 100,870

shares of the Company’s common stock, respectively.

of September 30, 2022 and 2021, the Company has no common stock equivalents related to convertible preferred stock issued and outstanding.

of March 31, 2023 and 2022, the Company had common stock equivalents related to warrants outstanding to acquire 20,174 shares of the

Company’s common stock.

following table sets forth the computation of basic and diluted net loss per common share for the periods indicated:

Schedule of Basic and Diluted Net Loss Per Common Share

September 30,

and diluted net loss per share calculation:

Three Months Ended

Basic and diluted net loss per share calculation:

Net loss, basic

( 2,124,902 )

( 1,969,628 )

in fair value of warrants

loss, diluted

Change in fair value of warrants

Net loss, diluted

( 2,124,902 )

( 1,969,628 )

average common shares outstanding, basic and diluted

loss per common share, basic and diluted

Weighted average common shares outstanding, basic and diluted

Net loss per common share, basic and diluted

Related Party Transactions

expenses have been accrued and incurred by management, which total $ 17,034 as of September 30, 2022 and $ 164,327 as of December 31, 2021.

expenses have been accrued and incurred by management, which total $ 14,730 as of March 31, 2023 and $ 42,060 as of December 31, 2022.

Commitments and Contingencies

11 unchanged sentences

for the Company’s clinical trials.

payable includes accrued interest obligations to HJF which total $ 220,845 as of September 30, 2022 and December 31, 2021.

payable includes accrued interest obligations to HJF which total $ 220,845 as of March 31, 2023 and December 31, 2022.

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

11 unchanged sentences

Stockholders’ Equity

of September 30, 2022, 893,181

As of March 31, 2023, 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

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

An aggregate of 220,164

shares of common stock were vested at approximately $ 495,369

value from January through September 2022 in consideration for services rendered.

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

There were no shares vested during the three

months ended March 31, 2023.

On 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.

1 unchanged sentence

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 June 30, 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 .

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

Company’s working capital.

As of March 31, 2023, 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 .

There were no shares repurchased during the three months ended March 31, 2023.

As of March 31, 2022, approximately 269,828

shares of the Company’s common stock had been repurchased and cancelled at an aggregate purchase price, including all

transactions costs, of approximately $ 5,513,711 .

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

1 unchanged sentence

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.

September 30, 2022, outstanding warrants to purchase shares of common stock accounted for as equity or liabilities were as follows

with an aggregate intrinsic value as of September 30, 2022 of $ 38,583

based on the September 30, 2022 closing share price of $ 9.10 :

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 .

March 31, 2023, outstanding warrants to purchase shares of common stock accounted for as equity or liabilities were as follows with an

aggregate intrinsic value as of March 31, 2023 of $ 133,199 based on the March 31, 2023 closing share price of $ 13.79 :

Schedule of Outstanding Warrants

Shares Underlying

warrants are exercisable at any time and from time to time, in whole or in part, during a period commencing March 24, 2021 and expiring

2 unchanged sentences

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

June 22, 2022, 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 closing share

price on June 21, 2022.

The options had a fair value on the grant date of $ 9,512,356 of which $ 653,974 was expensed through September

30, 2022 and $ 8,858,382 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 planned Phase III clinical

On 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 $ 1,843,018 was expensed through March 31, 2023 and $ 7,669,338 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 trial.

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-Q

Item 1. Financial Statements