What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-04-15 compared with 2023-03-31 · 251 added, 204 removed, 802 unchanged (36% of the section changed)

27 unchanged sentences

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.

of December 31, 2023, 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, 2023, 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

in Internal Control Over Financial Reporting

5 unchanged sentences

Officers, Directors and Key Employees

following table sets forth the name, age and position of each of our executive officers, key employees and directors as of March 15, 2023.

following table sets forth the name, age and position of each of our executive officers, key employees and directors as of April 10,

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

serve at the discretion of the board.

Officers 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 15, 2023, 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 April 10, 2024, none of our directors or executive officers had pledged any shares of our common stock.

EXECUTIVE COMPENSATION

1 unchanged sentence

following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the year ended December

Name and Principal Position

Snehal Patel, Chief Executive Officer

and Principal Position

Patel, Chief Executive Officer

2023 fiscal year, Mr.

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.

Patel received options to purchase 262,181 shares of common stock for services rendered and as incentive for

services to be rendered.

For 2022 fiscal year, Mr.

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.

Patel received 163,863 shares of our common stock and options to purchase 137,645

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.

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

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Exercise Price ($)

Expiration Date

+Snehal Patel

Option Awards(1)

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Expiration Date

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.

Patel options to purchase shares of common stock on June 22, 2022 for compensation and incentives to be earned in equal

installments over 48 months.

Between the 18 month period, June, 22, 2022 to December 31, 2023, 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.

Patel earned 399,826 options

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

totaling 79,966 shares, and the balance, or 968,757 options, may or may not vest over the 30 month period commencing on January 1,

2024 or thereafter.

Director Compensation

5 unchanged sentences

Fees Earned or

and Option Awards

Stock and Option Awards

David McWilliams (1)

1 unchanged sentence

Kenneth Hallock (3)

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.

McWilliams options to purchase shares of common stock on June 22, 2022 for compensation and incentives to be earned in

equal installments over 48 months of which 15,496 options vested between January 1, 2023 and December 31, 2023 over the 12 month

period, and the balance, or 38,352 options, vest over 30 equal monthly installments commencing on January 1, 2024.

Rothe options to purchase shares of common stock on June 22, 2022 for compensation and incentives to be earned in equal

installments over 48 months of which 10,337 options vested between January 1, 2023 and December 31, 2023 over the 12 month period,

and the balance, or 25,585 options, vest over 30 equal monthly installments commencing on January 1, 2024.

Hallock options to purchase shares of common stock on June 22, 2022 for compensation and incentives to be earned in

equal installments over 48 months of which 10,337 options vested between January 1, 2023 and December 31, 2023 over the 12 month

period, and the balance, or 25,585 options, vest over 30 equal monthly installments commencing on January 1, 2024.

Patel Employment Agreement

57 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information regarding the beneficial ownership of our common stock as of March 15, 2023

following table sets forth certain information regarding the beneficial ownership of our common stock as of April 10, 2024 by:

of our named executive officers;

3 unchanged sentences

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 15, 2023, pursuant to the exercise of options

Shares of common stock that may be acquired by an individual or group within 60 days of April 10, 2024, 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

2 unchanged sentences

Percentage of ownership is based on 12,878,409 shares of common stock

issued and outstanding as of March 15, 2023.

issued and outstanding as of April 10, 2024.

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

3 unchanged sentences

Dr, Building 14, Stafford, TX 77477.

of Beneficial Owner

of Common Stock Beneficially Owned

officers and directors:

5,324,974 (1)

Name of Beneficial Owner

Shares of Common Stock

Beneficially Owned

Executive officers and directors:

Joseph Daugherty

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

David McWilliams

Kenneth Hallock

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

beneficial ownership of less than 1%

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.

of (i) 1,289,279 shares of common stock owned by Snehal Patel, (ii) 1,494,863 shares of common stock owned by Snehal Patel IRA, (iii)

25,100 shares of common stock owned by Snehal Patel 401k (iv) 919,234 shares of common stock owned by Patel Family Trust 1, (v) 743,218

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

135,865 shares of common stock owned by Kinnary Patel IRA.

Includes 112,486 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

Family Trust 2 and Patel Family Trust 3.

Snehal Patel and Kinnary Patel, the spouse of Snehal Patel, are the Trustees

of the Patel Family Trust 1, Patel Family Trust 2 and Patel Family Trust 3.

Snehal Patel is the Trustee of the Snehal Patel IRA.

Kinnary Patel is the Trustee of the

Kinnary Patel IRA.

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

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.

Kinnary Patel is the Trustee of the Kinnary Patel IRA.

In such capacities, Snehal Patel is deemed to hold voting and dispositive

power over the securities held by such entities.

12,565 shares of common stock exercisable upon exercise of vested stock options and stock options that vest within 60 days.

29,701 shares of common stock exercisable upon exercise of vested stock options and stock options that vest within 60 days.

19,813 shares of common stock exercisable upon exercise of vested stock options and stock options that vest within 60 days.

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

54 unchanged sentences

PRINCIPAL ACCOUNTING FEES AND SERVICES

aggregate fees billed to us by MaloneBailey, LLP, our independent registered public accounting firm, for the indicated services for each

of the last two fiscal years were as follows:

aggregate fees billed to us by MaloneBailey, LLP and RBSM, LLP, our independent registered public accounting firms, for the indicated

services for each of the last two fiscal years were as follows:

Audit fees (1)

1 unchanged sentence

All other fees

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.

fees consist of fees for professional services performed by MaloneBailey and RBSM 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

34 unchanged sentences

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

Consent of RBSM LLP

Consent of MaloneBailey LLP

3 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy

XBRL Instance Document.

10 unchanged sentences

LIFESCIENCES, INC.

March 31, 2023

April 15, 2024

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

9 unchanged sentences

Executive Officer and Director

March 31, 2023

April 15, 2024

Executive Officer and Principal Accounting and Financial Officer)

1 unchanged sentence

Medical Officer and Director

March 31, 2023

April 15, 2024

Joseph Daugherty

David McWilliams

March 31, 2023

April 15, 2024

Kenneth Hallock

March 31, 2023

April 15, 2024

LIFESCIENCES, INC.

to Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID:

of Independent Registered Public Accounting Firm

of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets

3 unchanged sentences

Notes to Financial Statements

Business Park Dr

www.rbsmllp.com

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors of

LifeSciences, Inc.

on the Financial Statements

have audited the accompanying balance sheet of Greenwich LifeSciences, Inc.

(the “Company”) as of December 31, 2023, and

the related statements of operations, stockholders’ equity and cash flows for the year then ended, and the related notes (collectively

referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended December

31, 2023, in conformity with accounting principles generally accepted in the United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

2 to the financial statements, the Company has recurring losses from operations, limited cash flow, and an accumulated deficit.

conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard

to these matters are also described in Note 2.

The financial statements do not include any adjustment that might result from the outcome

of this uncertainty.

Our opinion is not modified with respect to this matter.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that

our audit provides a reasonable basis for our opinion.

have served as the Company’s auditor since 2024.

April 15, 2024

York, NY Washington DC Mumbai & Pune, India Boca Raton, FL

Francisco, CA Las Vegas, NV Beijing, China Athens, Greece

ANTEA International with affiliated offices worldwide

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

1 unchanged sentence

on the Financial Statements

have audited the accompanying balance sheets of Greenwich LifeSciences, Inc.

have audited the accompanying balance sheet of Greenwich LifeSciences, Inc.

(the “Company”) as of December 31, 2022, and

2021, and the related statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and

its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

the related statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then

ended, in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

1 unchanged sentence

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

1 unchanged sentence

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits

As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

1 unchanged sentence

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

MaloneBailey, LLP

We believe that our audit provides

a reasonable basis for our opinion.

/s/ MaloneBailey,

www.malonebailey.com

have served as the Company’s auditor since 2019.

Houston, Texas

March 31, 2023

12 unchanged sentences

100,000,000 shares authorized;

12,848,165 and 13,147,829 shares issued and outstanding as of December 31, 2022 and 2021, respectively

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

Additional paid-in capital

27 unchanged sentences

Accumulated Deficit

Equity (Deficit)

Preferred Stock

Paid-in Capital

Accumulated Deficit

Stockholders’ Equity

2 unchanged sentences

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

( 4,570,576 )

Balances, December 31, 2021

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

( 7,535,696 )

Beginning balance

( 7,536,216 )

Stock-based compensation

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

( 7,825,237 )

Balances, December 31, 2022

$ ( 41,472,766 )

Stock-based compensation

Balances, December 31, 2023

$ ( 50,364,569

Ending balance

$ ( 50,364,569 )

10 unchanged sentences

Accounts payable

Accrued interest

Unreimbursed expenses (accrued)

2 unchanged sentences

( 6,200,027 )

Investing activities:

Financing activities:

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

11 unchanged sentences

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

March 2018, Norwell, Inc.

2018, Norwell, Inc.

changed its name to Greenwich LifeSciences, Inc.

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.

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.

Going Concern

Company has prepared its financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy

its liabilities in the normal course of business.

However, the Company has incurred net losses since its inception and has negative operating

These circumstances raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying

financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of

assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s

ability to continue as a going concern.

of December 31, 2023, the Company had cash of $ 6,989,424 .

For the foreseeable future, the Company’s ability to continue its operations

is dependent upon its ability to obtain additional capital.

Significant Accounting Policies

11 unchanged sentences

consists primarily of deposits with commercial banks and financial institutions.

These cash deposits exceed the insured

limits at individual banks and financial institutions.

of Long-Lived Assets

16 unchanged sentences

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 .

The current monthly

rent is approximately $ 2,582 .

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, 2023 and 2022.

28 unchanged sentences

EPS calculation because they are antidilutive.

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

of December 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.

As of December 31, 2023 and 2022, the

Company had common stock equivalents related to options outstanding to acquire 1,498,128

shares of the Company’s common stock.

13 unchanged sentences

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

Adopted Accounting Pronouncements

June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

The main objective of the standard is to provide financial statement users with more decision-useful information about the

expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.

To achieve this objective, the amendments in this standard replace the incurred loss impairment methodology in current GAAP with a methodology

that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform

credit loss estimates.

The update is effective for the Company beginning January 1, 2023 with early adoption permitted.

The Company adopted

the standard on January 1, 2023.

The adoption of this standard did not have a material effect on the Company’s audited consolidated

financial statements and related disclosures.

Issued Accounting Pronouncements Not Yet Adopted

2023, the FASB issued ASU No 2023 - 03, “Presentation of Financial Statements (Topic 205 ),

Income Statement—Reporting Comprehensive Income (Topic 220 ), Distinguishing Liabilities from Equity (Topic 480 ),

Equity (Topic 505 ), and Compensation—Stock Compensation (Topic 718 )” pursuant to

SEC Staff Accounting Bulletin No.

120, which adds interpretive guidance for public companies to consider

when entering into share-based payment transactions while in possession of material non-public information.

The effective date of this

update is for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

Company does not expect the adoption to have a material impact on our consolidated financial statements.

October 2023, the FASB issued ASU 2023-06—Codification Amendments in Response to the SEC’s Disclosure Update and Simplification

The main objective of the amendment is to modify the disclosure or presentation requirements of various Topics in the Codification.

Certain amendments represent clarifications to or technical corrections of the current requirements.

to eliminate disclosure requirements

that were redundant, duplicative, overlapping, outdated, or superseded.

The effective date for each amendment will be when the SEC’s

removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

is still evaluating the impact of the adoption of this standard.

Related Party Transactions

expenses have been accrued and incurred by management, which total $ 38,089 as of December 31, 2023 and $ 42,060 as of December 31, 2022.

In October 2019, the Kenneth Hallock and Annette Hallock Revocable Trust loaned $ 200,000 to the Company and Eric Rothe, a director of

the Company, loaned $ 15,000 to the Company, both of which are payable on demand, are not secured, and do not incur interest.

Hallock, a director of the Company, is one of the Trustees of the Hallock Trust.

In 2018, the Kenneth Hallock and Annette Hallock Revocable

Trust loaned $ 100,000 to the Company that is payable on demand, not secured, and does not incur interest.

In total, Snehal Patel, Company’s

Chief Executive Officer and director, Eric Rothe, and the Kenneth Hallock and Annette Hallock Revocable Trust have loaned capital to

the Company that is payable on demand, is not secured, and does not incur interest, which in the aggregate totals $ 275,154 as of December

31, 2020 and $ 635,154 as of December 31, 2019.

In 2020, an aggregate of $ 360,000 of the outstanding loan balance as of December 31, 2019

was paid off by the Company to the related parties.

Between January 1, 2021 and March 15, 2021, the Company paid off the remaining related

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

LIFESCIENCES, INC.

1 unchanged sentence

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

of Components of Deferred Tax Assets and Liabilities

Schedule of Components of Deferred Tax Assets and Liabilities

Deferred tax assets:

7 unchanged sentences

carryforwards of approximately $ 21.5 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;

however, the Company has not conducted a Section 382 study to date.

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 may have resulted in ownership changes as defined by Section 382

The Company has not conducted a Section 382 study to date.

It is possible that a future analysis may result in the conclusion

that a substantial portion, or perhaps substantially all of the Company’s NOL carryforwards and R&D tax credit carryforwards

will expire due to the limitations of Sections 382 and 383 of the Code.

As a result, the utilization of the carryforwards may be limited

and a portion of the carryforwards may expire unused.

that a portion of the Company’s NOL carryforwards and R&D tax credit carryforwards will be limited due to Sections 382 and 383

Company is subject to U.S.

14 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 interest which total $ 220,845

as of December 31, 2022 and 2021.

payable includes accrued interest which totals $ 220,845 as of December 31, 2023 and 2022.

LIFESCIENCES, INC.

16 unchanged sentences

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

of December 31, 2023 and 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 2021, 293,592 shares of the common stock grant vested

at approximately $ 660,582 value.

In 2023, no shares of common stock grant vested.

220,164 shares of common stock grant vested at approximately $ 495,369 value.

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

6 unchanged sentences

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.

January 23, 2022, November 30, 2022, and November 17, 2023, the Board of Directors sequentially extended the lock-up of the shares owned

by the Company’s directors, officers, and existing pre-IPO investors to December 31, 2024 (approximately 51 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

53 unchanged sentences

an aggregate intrinsic value as of December 31, 2023 of $ 67,230 based on the December 29, 2023 closing share price of $ 10.52 :

of Outstanding Warrants

Schedule of Outstanding Warrants

Shares Underlying

4 unchanged sentences

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

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

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 $ 3,626,584 was expensed through December

31, 2023 and $ 5,885,772 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.

Subsequent Events

January 1, 2024 and April 10, 2024, the Company completed At The Market (“ATM”) offerings pursuant to its ATM agreement with

Jefferies, in which it issued and sold a total of 30,244 shares of its common stock at an average offering price of $ 12.81 per share

for gross proceeds of $ 387,490 and net proceeds of $ 348,741 , after deducting underwriting discounts and commissions and

offering expenses borne by the Company, which totaled $ 38,749 .

March 12, 2024, 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 June 30, 2025 (approximately 57 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.

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