Greenwich LifeSciences, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS GREENWICH LIFESCIENCES, INC. BALANCE SHEETS AS OF MARCH 31, 2024 AND DECEMBER 31, 2023 (UNAUDITED) March 31, 2024 December 31, 2023 Assets Current assets Cash $ 5,505,975 $ 6,989,424 Acquired patents, net 4,488 5,391 Total assets $ 5,510,463 $ 6,994,815 Liabilities and stockholders’ equity Current liabilities Accounts payable & accrued interest $ 346,582 $ 256,317 Unreimbursed expenses 43,029 38,089 Total current liabilities 389,611 294,406 Total liabilities 389,611 294,406 Stockholders’ equity Common stock, $ 0.001 par value; 100,000,000 shares authorized; 12,875,282 and 12,848,165 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively 12,876 12,848 Additional paid-in capital 57,945,740 57,052,130 Accumulated deficit ( 52,837,764 ) ( 50,364,569 ) Total stockholders’ equity 5,120,852 6,700,409 Total liabilities and stockholders’ equity $ 5,510,463 $ 6,994,815 See accompanying notes to unaudited financial statements. - 3 - GREENWICH LIFESCIENCES, INC. STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 (UNAUDITED) 2024 2023 Three Months Ended March 31, 2024 2023 Revenue $ — $ — Operating expenses Research and development 2,194,513 1,827,907 General and administrative 342,688 413,175 Total operating expenses 2,537,201 2,241,082 Loss from operations ( 2,537,201 ) ( 2,241,082 ) Interest income 64,006 116,180 Net loss $ ( 2,473,195 ) $ ( 2,124,902 ) Per share information: Net loss per common share, basic and diluted $ ( 0.19 ) $ ( 0.17 ) Weighted average common shares outstanding, basic and diluted 12,859,685 12,848,165 See accompanying notes to unaudited financial statements. - 4 - GREENWICH LIFESCIENCES, INC. STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 (UNAUDITED) Shares Par Amount Paid-in Capital Accumulated Deficit Stockholders’ Equity Common Stock Additional Total Shares Par Amount Paid-in Capital Accumulated Deficit Stockholders’ Equity Balances, December 31, 2022 12,848,165 $ 12,848 $ 54,674,042 $ ( 41,472,766 ) $ 13,214,124 Stock-based compensation — — 594,522 — 594,522 Net loss ( 2,124,902 ) ( 2,124,902 ) Balances, March 31, 2023 12,848,165 $ 12,848 $ 55,268,564 $ ( 43,597,668 ) $ 11,683,744 Balances, December 31, 2023 12,848,165 $ 12,848 $ 57,052,130 $ ( 50,364,569 ) $ 6,700,409 Balances, 12,848,165 $ 12,848 $ 57,052,130 $ ( 50,364,569 ) $ 6,700,409 Stock-based compensation — — 594,522 — 594,522 Sale of common stock via ATM program, net of costs 27,117 28 299,088 — 299,116 Net loss ( 2,473,195 ) ( 2,473,195 ) Balances, March 31, 2024 12,875,282 $ 12,876 $ 57,945,740 $ ( 52,837,764 ) $ 5,120,852 Balances, 12,875,282 $ 12,876 $ 57,945,740 $ ( 52,837,764 ) $ 5,120,852 See accompanying notes to unaudited financial statements. - 5 - GREENWICH LIFESCIENCES, INC. STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 (UNAUDITED) 2024 2023 Three Months Ended March 31, 2024 2023 Operating activities: Net loss $ ( 2,473,195 ) $ ( 2,124,902 ) Adjustments required to reconcile net loss to net cash used in operating activities: Amortization 903 903 Stock-based compensation 594,522 594,522 Changes in operating assets and liabilities: Accounts payable 90,265 — Unreimbursed expenses (accrued) 4,940 ( 27,330 ) Net cash used in operating activities ( 1,782,565 ) ( 1,556,807 ) Financing activities: Sale of common stock via ATM program, net of costs 299,116 — Net cash provided by (used in) financing activities 299,116 — Net increase (decrease) in cash ( 1,483,449 ) ( 1,556,807 ) Cash, beginning of period 6,989,424 13,468,026 Cash, end of period $ 5,505,975 $ 11,911,219 See accompanying notes to unaudited financial statements. - 6 - GREENWICH LIFESCIENCES, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. Organization and Description of the Business Greenwich LifeSciences, Inc. (the “Company”) was incorporated in the state of Delaware in 2006 under the name Norwell, Inc. In March 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. 2. Going Concern The 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 cash flows. 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. As of March 31, 2024, the Company had cash of $ 5,505,975 . For the foreseeable future, the Company’s ability to continue its operations is dependent upon its ability to obtain additional capital. 3. Significant Accounting Policies Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto of the Company contained elsewhere herein. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements of the Company for the years ended December 31, 2023 and 2022 as reported in the Company’s Form 10-K have been omitted. Leases In 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 , 626 . 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 March 31, 2024 and December 31, 2023. Basic and Diluted Loss per Share As of March 31, 2024 and 2023, the Company had common stock equivalents related to warrants outstanding to acquire 20,174 shares of the Company’s common stock. As of March 31, 2024 and 2023, the Company had common stock equivalents related to options outstanding to acquire 1,498,128 shares of the Company’s common stock. As of March 31, 2024 and 2023, the Company has no common stock equivalents related to convertible preferred stock issued and outstanding. The 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 2024 2023 Three Months Ended March 31, 2024 2023 Basic and diluted net loss per share calculation: Net loss, basic ( 2,473,195 ) ( 2,124,902 ) Change in fair value of warrants — — Net loss, diluted ( 2,473,195 ) ( 2,124,902 ) Weighted average common shares outstanding, basic and diluted 12,859,685 12,848,165 Net loss per common share, basic and diluted $ ( 0.19 ) $ ( 0.17 ) - 7 - 4. Related Party Transactions Unreimbursed expenses have been accrued and incurred by management, which total $ 43,029 as of March 31, 2024 and $ 38,089 as of December 31, 2023. 5. Commitments and Contingencies Accounts payable total $ 125,737 and $ 35,472 as of March 31, 2024 and December 31, 2023, respectively. License Obligation, Legal Expenses, and Manufacturing Agreements The Company entered into an exclusive license agreement with The Henry M. Jackson Foundation (“HJF”) in April 2009, as amended, pursuant to which it acquired exclusive marketing rights to GP2, the Company’s product candidate. In consideration for such licensed rights, the Company issued HJF 202,619 shares of the Company’s common stock valued at $ 0.267 per share, which is amortized over 15 years at $ 3,607 per year. Pursuant to the exclusive license agreement, the Company is required to pay an annual maintenance fee, milestone payments and royalty payments based on sales of GP2 and to reimburse HJF for patent expenses related to GP2. The Company currently depends on third-party contract manufacturers for all required raw materials, active pharmaceutical ingredients, and finished product candidate for the Company’s clinical trials. Accrued interest is owed to HJF, which totals $ 220,845 as of March 31, 2024 and December 31, 2023. Legal Proceedings From time to time, the Company may be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of business. Any of these claims could subject the Company to costly legal expenses and, while management generally believes that there will be adequate insurance to cover different liabilities at such time the Company becomes a public company and commences clinical trials, the Company’s future insurance carriers may deny coverage or policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on the results of operations and financial position. Additionally, any such claims, whether or not successful, could damage the Company’s reputation and business. The Company is currently not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, could have a material adverse effect on our results of operations or financial position. 6. Stockholders’ Equity As of March 31, 2024, 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. There were no shares vested during the three months ended March 31, 2024 and 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. 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 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. On 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. Between January 1, 2024 and March 31, 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 27,117 shares of its common stock at an average offering price of $ 12.26 per share for gross proceeds of $ 332,351 and net proceeds of $ 299,116 , after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totalled $ 33,235 . Warrants At March 31, 2024, outstanding warrants to purchase shares of common stock accounted for as equity were as follows with an aggregate intrinsic value as of March 31, 2024 of $ 257,269 based on the March 28, 2024 closing share price of $ 19.94 : Schedule of Outstanding Warrants Shares Underlying Outstanding Warrants Exercise Price (1) Expiration Date (1) 20,174 $ 7.1875 September 24, 2025 20,174 (1) The 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 September 24, 2025 . The exercise price of the warrants is $ 7.1875 per share or $ 6.9718 per share if the warrants are exercised for cash within the first six months of the period in which they are exercisable. Options 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 %. As of March 31, 2024, $ 4,221,106 was expensed and $ 5,291,250 may be expensed in the future if and as vesting occurs. As of March 31, 2023, $ 1,843,018 was expensed. 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. 7. Subsequent Events Between April 1, 2024 and May 8, 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 4,713 shares of its common stock at an average offering price of $ 17.08 per share for gross proceeds of $ 80,482 and net proceeds of $ 72,434 , after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totalled $ 8,049 . - 8 -