What changed in this filing

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Item 9A. Controls and Procedures

2026-06-01 compared with 2025-04-15 · 433 added, 271 removed, 833 unchanged (46% of the section changed)

14 unchanged sentences

duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT and financial

reporting and record keeping.

reporting and record keeping, lack of accounting system for financial reporting/bookkeeping and software

for stock awards, and insufficient policies and procedures for processing and approving employee expense reports.

Under the direction of our principal executive officer and principal financial and accounting officer,

15 unchanged sentences

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

policies and procedures for accounting, IT and financial reporting and record keeping, lack of accounting system for financial reporting/bookkeeping and software

for stock awards, and insufficient policies and procedures for processing and approving employee expense reports.

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 April 11,

following table sets forth the name, age and position of each of our executive officers, key employees and directors as of May 26,

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

236 unchanged sentences

Compliance Officer.

As of April 11, 2025, none of our directors or executive officers had pledged any shares of our common stock.

As of May 26, 2026, none of our directors or executive officers had pledged any shares of our common stock.

EXECUTIVE COMPENSATION

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Name and Principal Position

Snehal Patel,

Chief Executive Officer

Snehal Patel, Chief Executive Officer

2025 fiscal year, Mr.

Patel received deferred bonus compensation of $306,281 and options to purchase 630,000 shares of common stock for

services rendered and as incentive for services to be rendered.

Patel received deferred bonus compensation of $367,538 and options to purchase 624,357 shares of common stock

for services rendered and as incentive for services to be rendered.

For 2024 fiscal year, Mr.

Patel received options to purchase 262,181

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 deferred bonus compensation

of $306,281 and options to purchase 630,000 shares of common stock for services rendered and as incentive for services to be rendered.

Equity Awards at Fiscal Year-End

1 unchanged sentence

Option Awards

Number of Securities Underlying

of Securities

Unexercisable

Option Exercise Price ($)

Option Expiration Date

Exercise Price ($)

Expiration Date

Snehal Patel (1)

1 unchanged sentence

December 24, 2034

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 30 month period,

June, 22, 2022 to December 31, 2024, Mr.

Patel earned 662,006 options which may or may not

vest based on certain additional performance milestones and of which 20% is currently vested

and exercisable, totaling 132,403 shares, and the balance, or 916,320 options, may or may

not vest over the 18 month period commencing on January 1, 2025 or thereafter.

Patel 100,000 options to purchase shares of common stock on December 24, 2024 for compensation and incentives which vest

November 13, 2035

We granted Mr.

Patel an additional 1,048,723 options to purchase shares of common stock on December 24, 2024 for compensation

and incentives of which 25% are earned immediately and the remainder are to be earned in equal installments over 36 months.

December 24, 2024 to December 31, 2024, Mr.

Patel earned 367,819 options which may or may not vest based on certain additional time

based milestones of which 100,000 options are currently vested and exercisable, and the balance, or 1,048,723 options, may or may

not vest over the 36 month period commencing on January 1, 2025 or thereafter.

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 30 month period, June, 22, 2022

to December 31, 2025, Mr.

Patel earned 924,187 options which may or may not vest based on certain additional performance milestones of

which 40% are currently vested and exercisable, totaling 369,675 shares, and the balance, or 679,048 options, may or may not vest over

approximately 6 month period commencing on January 1, 2026 or thereafter.

Patel 100,000 options to purchase shares of common stock on December 24, 2024

for compensation and incentives which vest immediately.

We granted Mr.

Patel an additional 1,048,723 options to purchase shares

of common stock on December 24, 2024 for compensation and incentives of which 25% are earned immediately and the remainder are to be earned

in equal installments over 36 months.

Between December 24, 2024 to December 31, 2025, Mr.

Patel earned 529,995 options which may or may

not vest based on certain additional time based milestones of which 10% are currently vested and exercisable, totaling 53,000 shares,

and the balance, or 995,723 options, may or may not vest over the 24 month period commencing on January 1, 2026 or thereafter.

Patel 100,000 options to purchase shares of common stock on November 13, 2025 for compensation and incentives which vest

Director Compensation

4 unchanged sentences

members of our board in 2025.

and Option Awards

Fees Earned or

Stock and Option Awards

David McWilliams (1)

3 unchanged sentences

and incentives to be earned in equal installments over 48 months of which 15,496 options

vested between January 1, 2024 and December 31, 2024 over the 12 month period, and the balance,

or 22,856 options, vest over 18 equal monthly installments commencing on January 1, 2025.

vested between January 1, 2025 and December 31, 2025 over the 12 month period, and the remaining

balance, or 7,361 options, vest over approximately 6 monthly installments commencing on January

McWilliams options to purchase shares of common stock on December 24, 2024 for compensation and incentives to be earned

in equal installments over 36 months of which 15,492 options vested between January 1, 2025 and December 31, 2025 over the 12 month

period, and the balance, or 46,155 options, vest over 36 equal monthly installments commencing on January 1, 2025.

period, and the remaining balance, or 30,663 options, vest over 24 equal monthly installments commencing on January 1, 2026.

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, 2024 and December 31, 2024 over the 12 month period, and the balance,

or 15,247 options, vest over 18 equal monthly installments commencing on January 1, 2025.

Rothe options to purchase shares of common stock on December 24, 2024 for compensation and incentives to be earned in

equal installments over 48 months of which 10,559 options vested between January 1, 2024 and December 31, 2024 over the 12 month

period, and the balance, or 30,790 options, vest over 3 6 equal monthly installments commencing on January 1, 2025.

vested between January 1, 2025 and December 31, 2025 over the 12 month period, and the

remaining balance, or 4,910 options, vest over approximately 6 monthly installments commencing

on January 1, 2026.

We granted Mr.

Rothe options to purchase shares of common

stock on December 24, 2024 for compensation and incentives to be earned in equal installments over 48 months of which 10,332 options

vested between January 1, 2025 and December 31, 2025 over the 12 month period, and the remaining balance, or 20,458 options, vest

over 24 equal monthly installments commencing on January 1, 2026.

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, 2024 and December 31, 2024 over the 12 month period, and the balance,

or 15,247 options, vest over 18 equal monthly installments commencing on January 1, 2025.

Hallock options to purchase shares of common stock on December 24, 2024 for compensation and incentives to be earned

in equal installments over 48 months of which 10,559 options vested between January 1, 2024 and December 31, 2024 over the 12 month

period, and the balance, or 30,790 options, vest over 36 equal monthly installments commencing on January 1, 2025.

vested between January 1, 2025 and December 31, 2025 over the 12 month period, and the

remaining balance, or 4,910 options, vest over approximately 6 monthly installments commencing

on January 1, 2026.

We granted Mr.

Hallock options to purchase shares of

common stock on December 24, 2024 for compensation and incentives to be earned in equal installments over 48 months of which 10,332

options vested between January 1, 2025 and December 31, 2025 over the 12 month period, and the remaining balance, or 20,458 options,

vest over 24 equal monthly installments commencing on January 1, 2026.

Patel Employment Agreement

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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 April 11, 2025 by:

following table sets forth certain information regarding the beneficial ownership of our common stock as of May 26, 2026 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 April 11, 2025, 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 13,273,539 shares of common stock

issued and outstanding as of April 11, 2025.

Shares of common stock that may be acquired by an individual or group within 60 days of May 26, 2026, 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 14,678,208 shares

of common stock issued and outstanding as of May 26, 2026.

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:

Name of Beneficial Owner

Shares of Common Stock Beneficially Owned

Percentage (6)

Executive officers and directors:

6,345,216 (1)

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) 1,496,604 shares of common stock owned by Snehal Patel, (ii) 1,494,863 shares of common stock owned by Snehal Patel IRA, (iii)

28,600 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 287,044 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 is the Trustee of the Snehal Patel IRA.

of (i) 1,342,679 shares of common stock owned by Snehal Patel, (ii) 1,510,563 shares of common

stock owned by Snehal Patel IRA, (iii) 34,500 shares of common stock owned by Snehal Patel

401k (iv) 919,234 shares of common stock owned by Patel Family Trust 1, (v) 830,631 shares

of common stock owned by Patel Family Trust 2, (vi) 830,630 shares of common stock owned

by Patel Family Trust 3, and (vii) 135,865 shares of common stock owned by Kinnary Patel

Includes 741,114 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, hold voting and dispositive power over the securities held in 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 entities.

19,831 shares of common stock exercisable upon exercise of vested stock options and stock options that vest within 60 days.

In such capacities,

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

33,763 shares of common stock exercisable upon exercise of vested stock options and stock options that vest within 60

104,020 shares of common stock exercisable upon exercise of vested stock options and stock options that vest within 60 days.

3 unchanged sentences

the securities held by such entity.

Total shares outstanding as of May 26, 2026, do not exclude 108,208 shares of common stock which were cancelled

on January 10, 2026, due to breaches of agreements by an existing shareholder .

16(A) Beneficial Ownership Reporting Compliance

60 unchanged sentences

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

Audit-related fees consist of fees for professional services performed by MaloneBailey and RBSM related to the filing of our registration

statements, including issuance of comfort letters.

Audit-related

fees consist of fees for professional services performed by MaloneBailey and RBSM related to the 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

9 unchanged sentences

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

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

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on October 1, 2020)

of Underwriter Warrant (incorporated by reference to Exhibit 4.2 to Amendment No.

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

Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on October 1, 2020)

Form of Underwriter Warrant (incorporated by reference to Exhibit 4.2 to Amendment No.

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)

of Indemnification Agreement with directors and executive officers (incorporated by reference to Exhibit 10.1 to Form S-1 filed on

May 29, 2020)

License Agreement between The Henry M.

Form of Indemnification Agreement with directors and executive officers (incorporated by reference to Exhibit 10.2 to Form S-1 filed on May 29, 2020)

Exclusive License Agreement between The Henry M.

Jackson Foundation for the Advancement of Military Medicine, Inc.

and the Company (incorporated

by reference to Exhibit 10.3 to Amendment No.

and the Company (incorporated by reference to Exhibit 10.3 to Amendment No.

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

Amendment to Exclusive License Agreement between The Henry M.

First Amendment to Exclusive License Agreement between The Henry M.

Jackson Foundation for the Advancement of Military Medicine, Inc.

the Company (incorporated by reference to Exhibit 10.4 to Amendment No.

and the Company (incorporated by reference to Exhibit 10.4 to Amendment No.

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

Amendment to Exclusive License Agreement between The Henry M.

Second Amendment to Exclusive License Agreement between The Henry M.

Jackson Foundation for the Advancement of Military Medicine, Inc.

the Company (incorporated by reference to Exhibit 10.5 to Amendment No.

and the Company (incorporated by reference to Exhibit 10.5 to Amendment No.

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

Arbitration Association Award of Arbitrators (incorporated by reference to Exhibit 10.6 to Amendment No.

American Arbitration Association Award of Arbitrators (incorporated by reference to Exhibit 10.6 to Amendment No.

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

Agreement between the Company and Snehal Patel dated September 29, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K filed

on October 1, 2020)

Rights Agreement (incorporated by reference to Exhibit 10.8 to Amendment No.

Employment Agreement between the Company and Snehal Patel dated September 29, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 1, 2020)

Registration Rights Agreement (incorporated by reference to Exhibit 10.8 to Amendment No.

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

Greenwich LifeSciences, Inc.

Insider Trading Policy

Consent of RBSM LLP

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Form 10-K filed on April 15, 2025)

Consent of Malone Bailey

Power of Attorney (included on signature page hereto).

3 unchanged sentences

Clawback Policy (incorporated by reference to Exhibit 97 to Form 10-K filed on April 15, 2024).

XBRL Instance Document.

XBRL Taxonomy Extension Schema.

XBRL Taxonomy Extension Calculation Linkbase.

XBRL Taxonomy Extension Labels Linkbase.

XBRL Taxonomy Extension Presentation Linkbase.

XBRL Taxonomy Extension Definition Linkbase.

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

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema.

Inline XBRL Taxonomy Extension Calculation Linkbase.

Inline XBRL Taxonomy Extension Labels Linkbase.

Inline XBRL Taxonomy Extension Presentation Linkbase.

Inline XBRL Taxonomy Extension Definition Linkbase.

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a management contract or compensatory plan or arrangement.

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to Financial Statements

Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

Statements of Stockholders’ Equity

Statements of Cash Flows

Notes to Financial Statements

Houston, TX 77070

www.rbsmllp.com

of Independent Registered Public Accounting Firm (PCAOB ID:

Sheets as of December 31, 2025 and 2024

of Operations for the years ended December 31, 2025 and 2024

of Stockholders’ Equity for the years ended December 31, 2025 and 2024

of Cash Flows for the years ended December 31, 2025 and 2024

to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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(the “Company”) as of December 31, 2025 and

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, 2024 and 2023, and the results of its operations and its cash flows for the years then ended

December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

2024, 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, 2025 and 2024, 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.

Concern Matter

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.

2 to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its 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 adjustments that might result from the outcome of this uncertainty.

to Correct Previously Issued Financial Statements

discussed in Note 4 to the financial statements, the Company has restated its financial statements as of and for the year ended December

31, 2024 to correct misstatements.

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.

financial statements based on our audits.

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.

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.

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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,

As part of our audits

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.

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.

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.

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.

Our audits 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.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

MaloneBailey, LLP

www.malonebailey.com

have served as the Company’s auditor since 2025.

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

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

ANTEA International with affiliated offices worldwide

LIFESCIENCES, INC.

OF DECEMBER 31, 2025 AND 2024

(As Restated)

Current assets

Total current assets

Acquired patents, net

Liabilities and stockholders’ deficit

Liabilities and stockholders’ equity

Current liabilities

7 unchanged sentences

100,000,000 shares authorized;

13,152,729 and 12,848,165 shares issued and outstanding as of

December 31, 2024 and December 31, 2023, respectively

14,298,446 and 13,152,729 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

4 unchanged sentences

Total liabilities and stockholders’ equity

accompanying notes to financial statements.

The accompanying notes are an integral part of these financial statements.

LIFESCIENCES, INC.

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(As Restated)

Operating expenses

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Weighted average common shares outstanding, basic and diluted

accompanying notes to financial statements.

The accompanying notes are an integral part of these financial statements.

LIFESCIENCES, INC.

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Paid-in Capital

Accumulated Deficit

Stockholders’ Equity

Stockholders’

Balances, December 31, 2023

1 unchanged sentence

Stock-based compensation

Sale of common stock via ATM program, net of costs

Sale of common stock via Private Placement, net of costs

Net loss (As Restated)

( 17,414,219 )

Balances, December 31, 2023

Balances, December 31, 2024 (As Restated)

$ ( 67,778,788 )

2 unchanged sentences

Sale of common stock via ATM program, net of costs

Sale of common stock via Private Placement, net of costs

Net proceeds from exercise of remaining underwriter warrants

( 19,358,218 )

3 unchanged sentences

$ ( 87,137,006 )

accompanying notes to financial statements.

The accompanying notes are an integral part of these financial statements.

LIFESCIENCES, INC.

1 unchanged sentence

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Operating activities:

$ ( 19,358,218 )

$ ( 17,414,219 )

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

Stock-based compensation

Changes in operating assets and liabilities:

Accounts payable

Deferred compensation

Unreimbursed expenses (accrued)

Net cash used in operating activities

( 7,266,543 )

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

in operating assets and liabilities:

expenses (accrued)

cash used in operating activities

( 9,913,453 )

Financing activities:

Sale of common stock via ATM program, net of costs

Sale of common stock via Private Placement, net of costs

Net cash provided by (used in) financing activities

Net increase (decrease) in cash

( 7,266,543 )

of common stock via ATM program, net of costs

proceeds from exercise of remaining underwriter warrants

of common stock via Private Placement, net of costs

cash provided by financing activities

increase (decrease) in cash

( 2,897,434 )

Cash, beginning of period

Cash, end of period

accompanying notes to financial statements.

beginning of period

end of period

The accompanying notes are an integral part of these financial statements.

LIFESCIENCES, INC.

59 unchanged sentences

of less than 12 months.

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

fair value of the award and is recognized on a straight-line basis over the requisite service period in the Company’s statements of income.

Forfeitures are recognized as

a reduction of stock-based compensation expense as they occur.

Accounting guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent

periods if actual forfeitures differ from those estimates.

The Company has limited historical experience with forfeitures and were based

on management’s estimates.

Stock-based compensation expense for an award with a performance

condition is recognized when the achievement of such performance condition is determined to be probable.

If the outcome of such

performance condition is not determined to be probable or is not met, no compensation expense is recognized and any previously

recognized compensation expense is reversed.

LIFESCIENCES, INC.

TO FINANCIAL STATEMENTS

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

value of the award and is recognized on a straight-line basis over the requisite service period in the Company’s statements of

Forfeitures are recognized as a reduction of stock-based compensation expense as they occur.

Accounting guidance requires forfeitures

to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company has limited historical experience with forfeitures and were based on management’s estimates.

Stock-based compensation

expense for an award with a performance condition is recognized when the achievement of such performance condition is determined to be

If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized

and any previously recognized compensation expense is reversed.

and Development Costs

2 unchanged sentences

costs of outside collaborators and outside services, and supplies.

LIFESCIENCES, INC.

TO FINANCIAL STATEMENTS

Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue

13 unchanged sentences

EPS calculation because they are antidilutive.

of December 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.

of December 31, 2025 the Company had no common stock equivalents related to warrants outstanding.

As of December 31, 2024, the Company

had common stock equivalents related to warrants outstanding to acquire 20,174 shares of the Company’s common stock.

of December 31, 2025 and 2024, the Company had common stock equivalents related to options outstanding to acquire 3,226,065 and 3,126,065

1 unchanged sentence

of December 31, 2025 and 2024, 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.

Adopted Accounting Pronouncements

11 unchanged sentences

financial statements and related disclosures.

2024, the FASB issued ASU 2024-03, which requires public business entities to provide detailed disclosures of specific expense categories—such

as employee compensation, depreciation, and amortization—within the relevant expense captions on the income statement (e.g., Cost

of Sales, SG&A).

The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years

beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of this guidance on its

financial statement disclosures.

As this guidance relates to disclosure only, it is not expected to have a material impact on the Company’s

financial position or results of operations.

Issued Accounting Pronouncements Not Yet Adopted

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

Restatement of Previously Issued Financial Statements

connection with an improved accounts payable estimation process and the preparation of the Company’s financial statements for

the fiscal year ended December 31, 2025, the Company discovered an error related to the prior year.

The Company had recorded

expenses of $ 1.6

million that were related to 2024 that were not accounted for as accounts payable related to research and development expenses.

error became material due to the large global Phase III clinical trial underway and the unexpectedly large increase in screening and patient

enrollment in 2024 and 2025.

This rapid expansion led to unanticipated delays in receiving invoices from clinical

trial partners in Europe.

The restatement results in an increase of accounts payable of $ 1.6 million

for the year ended December 31, 2024 and increase in research and development expenses for the year ended December 31, 2024 and a corresponding

decrease in research and development expenses for the March 31, 2025, June 30, 2025, and September 30, 2025 and year ended December 31,

2025 financial statements.

addition, the Company reclassified cash compensation and options expense between research and development and general and

administration in 2024 and 2025, which does not contribute to the change in total operating expenses for any period and follows the

nature of the increased clinical trial activities of employees, management, directors, and consultants.

The reclassification of cash

compensation and options expense between research and development and general and administration results in an increase to research

and development expense and a decrease to general and administrative expense.

There were no impacts to net cash used in operating activities for any period.

impacts of the restatement are summarized below in Section 4a for 2024 and Section 4b for 2025 financials.

Restatement to December 31, 2024

Impacts of the Restatement are Summarized Below

As Previously

Impact of Restatement

For the Year Ended December 31,

As Previously

Research and development (1)

General and administrative (1)

Total operating expenses

( 15,788,809 )

( 1,625,410 )

( 17,414,219 )

Net loss per common share, basic and diluted

Net cash used in operating activities

( 7,266,543 )

Total liabilities

Total liabilities and stockholders’ equity

reclassification of cash compensation and options expense between research and development and general and administration in 2024,

which does not contribute to the change in total operating expenses for any period.

referenced amounts for prior periods in these financial statements and the notes herein reflect the balances and amounts on a

restated basis.

Restatement to March 31, 2025, June 30, 2025, and September 30, 2025 Financials

LIFESCIENCES, INC.

TO FINANCIAL STATEMENTS

As Previously

Three Months Ended March 31, 2025

As Previously

Research and development (1)

$ ( 329,974 )

General and administrative (1)

Total operating expenses

( 3,258,362 )

( 2,744,780 )

Net loss per common share, basic and diluted

Net cash used in operating activities

( 1,834,454 )

Total liabilities

Total liabilities and stockholders’ equity

As Previously

Three Months Ended June 30, 2025

As Previously

Research and development (1)

General and administrative (1)

Total operating expenses

( 4,025,278 )

( 3,748,640 )

Net loss per common share, basic and diluted

Net cash used in operating activities

Total liabilities

Total liabilities and stockholders’ equity

As Previously

Six Months Ended June 30, 2025

As Previously

Research and development (1)

$ ( 421,403 )

General and administrative (1)

Total operating expenses

( 7,283,640 )

( 6,493,420 )

Net loss per common share, basic and diluted

Net cash used in operating activities

( 4,067,557 )

Total liabilities

Total liabilities and stockholders’ equity

As Previously

Three Months Ended September 30, 2025

As Previously

Research and development (1)

$ ( 254,436 )

General and administrative (1)

Total operating expenses

( 4,151,845 )

( 3,711,269 )

Net loss per common share, basic and diluted

Net cash used in operating activities

Total liabilities

Total liabilities and stockholders’ equity

As Previously

Nine Months Ended September 30, 2025

As Previously

Research and development (1)

$ ( 675,839 )

General and administrative (1)

Total operating expenses

( 1,230,796 )

( 11,435,485 )

( 10,204,689 )

Net loss per common share, basic and diluted

Net cash used in operating activities

( 6,738,796 )

Total liabilities

Total liabilities and stockholders’ equity

reclassification of cash compensation and options expense between research and development and general and administration in 2025, which

does not contribute to the change in total operating expenses for any period.

referenced amounts for prior periods in these financial statements and the notes herein reflect the balances and amounts on a

restated basis.

LIFESCIENCES, INC.

TO FINANCIAL STATEMENTS

Related Party Transactions

expenses have been accrued and incurred by management, which total $ 75,916 as of December 31, 2024 and $ 38,089 as of December 31, 2023.

compensation of $ 306,281 for senior management for services provided in 2024 has been deferred.

month-to-month sub-lease described in Section 3 is from a related party.

The current monthly rent is approximately $ 4,445 , which has been

paid each month by the Company for the full years ending December 31, 2025 and 2024.

expenses for clinical trial and shipping costs, travel expenses, all Euro denomination-based expenses, and other miscellaneous expenses

have been accrued and incurred by Snehal Patel and two family members who are contracted or employed

by the Company , which total $ 276,496

as of December 31, 2025 and $ 75,916

as of December 31, 2024.

The total reimbursements submitted

for the full years ending December 31, 2025 and 2024 were approximately $ 3.8 million and

$ 1.8 million , respectively.

compensation of $ 367,538

for senior management for services provided in 2025 has been

Bonus compensation of $ 306,281

for senior management for services provided in 2024 has been

The total outstanding deferred compensation for the full years ending December 31, 2025 and 2024 were $ 673,819 and $ 306,281 ,

respectively.

June 13, 2024, the Company completed a private placement offering pursuant to which it issued and sold 174,825 shares of its common stock

1 unchanged sentence

Patel agreed to a one year lock-up agreement with respect to his shares of common stock acquired in the offering.

LIFESCIENCES, INC.

TO FINANCIAL STATEMENTS

Two other members of Snehal Patel’s family

are contracted or employed by the Company .

The total cash compensation paid to the two family members

for the full years ending December 31, 2025 and 2024 were approximately $ 249,000 and

$ 224,000 , respectively.

The total option compensation

paid to the two family members for the full years ending December 31, 2025 and 2024 were approximately $ 266,000

and $ 270,000 ,

respectively.

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

7 unchanged sentences

federal income tax rate used for 2025 and 2024 was 21%.

At December 31, 2024, the Company had federal net operating loss (“NOL”)

carryforwards of approximately $ 30.0 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, 2025, the Company had federal net operating loss

(“NOL”) carryforwards of approximately $ 44.2

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

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

18 unchanged sentences

for the Company’s clinical trials.

payable includes accrued interest which totals $ 220,845 as of December 31, 2024 and 2023.

payable includes the following obligations to HJF which include accrued interest which totals $ 220,845 and

patent expense reimbursement which totals $ 245,966 as of December 31, 2025 and 2024.

LIFESCIENCES, INC.

TO FINANCIAL STATEMENTS

Bonus compensation of $ 306,281 for senior management for services provided

in 2024 has been deferred.

compensation of $ 367,538 for senior management for services provided in 2025 has been deferred.

Bonus compensation of $ 306,281 for senior

management for services provided in 2024 has been deferred.

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

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Stockholders’ Equity

September 30, 2019, the board of directors and stockholders of the Company adopted the Greenwich LifeSciences,

2019 Equity Incentive Plan setting aside and reserving 1.5 million shares of common stock without any issuance of common stock or

options under the plan.

On December 19, 2024, the board of directors and stockholders of the Company amended

the Greenwich LifeSciences, Inc.

2019 Equity Incentive Plan setting aside and reserving an additional 2.5 million shares of common stock

for a total of 4 million shares of common stock (the “2024 Amended Equity Incentive Plan”).

September 30, 2019, the board of directors and stockholders of the Company adopted the Greenwich LifeSciences, Inc.

2019 Equity Incentive

Plan setting aside and reserving 1.5 million shares of common stock without any issuance of common stock or options under the plan.

December 19, 2024, the board of directors and stockholders of the Company amended the Greenwich LifeSciences, Inc.

2019 Equity Incentive

Plan setting aside and reserving an additional 2.5 million shares of common stock for a total of 4 million shares of common stock (the

“2024 Amended Equity Incentive Plan”).

of December 31, 2025 and 2024, 893,181 shares of the 908,362 shares of the common stock grant, which includes an additional grant of

10 unchanged sentences

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

January 23, 2022, November 30, 2022, November 17, 2023, and March 12, 2024, 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 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.

After June 30, 2025, leak-out provisions

will become effective unless otherwise modified by the board of directors.

January 23, 2022, November 30, 2022, November 17, 2023, March 12, 2024, March 2, 2025, and December 27, 2025, 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 September

30, 2026 (approximately 72 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.

After September 30, 2026, leak-out provisions will become effective unless otherwise modified by the board of directors.

January 1, 2025 and December 31, 2025, the Company completed At The Market (“ATM”) offerings pursuant to its ATM

agreement with H.

Wainwright, in which it issued and sold a total of 1,125,543

shares of its common stock at an average offering price of $ 10.85

per share for gross proceeds of $ 12,210,213

and net proceeds of $ 11,854,484 ,

after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totaled $ 355,729 .

January 1, 2024 and December 31, 2024, the Company sold shares of its common stock pursuant to its ATM agreement with Jefferies and H.C.

55 unchanged sentences

proceeds to the Company of $ 562,596 .

December 31, 2024, outstanding warrants to purchase shares of common stock accounted for as equity or liabilities were as follows with

an aggregate intrinsic value as of December 31, 2024 of $ 81,553 based on the December 31, 2024 closing share price of $ 11.23 :

Schedule of Outstanding Warrants

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.

September 2025, the remaining underwriter warrants were exercised resulting in the issuance of 20,174 shares of common stock and gross

proceeds to the Company of $ 145,000 .

June 22, 2022, prior to the close of the Nasdaq market, 1,498,128 shares of common stock were granted to employees, consultants, and

4 unchanged sentences

31, 2025 and $ 1,129,596 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.

December 24, 2024, prior to the close of the Nasdaq market, 1,627,937

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

under the Company’s Amended 2024 Equity Incentive Plan at an exercise price of $ 12.16

per share, which was the most recent prior closing share price on December 23, 2024.

The options had a fair value on the grant date

of $ 16,190,565 ,

As of December 31, 2024, $ 6,004,672 was expensed.

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

December 24, 2024, prior to the close of the Nasdaq market, 1,627,937 shares of common stock were granted to employees, consultants,

and directors issuable upon exercise of outstanding stock options under the Company’s Amended 2024 Equity Incentive Plan at an

exercise price of $ 12.16 per share, which was the most recent prior closing share price on December 23, 2024.

The options had a fair

value on the grant date of $ 16,190,565 , based on a risk-free rate of 4.5 % and an annualized volatility of 103 %, of which $ 8,674,007 was

expensed through December 31, 2025 and $ 7,516,558 will be expensed in the future if and as vesting occurs.

As of December 31, 2024,

$ 4,875,239 was expensed.

Vesting will consist of 100,000 shares vesting upfront on December 24, 2024 and of the remaining shares, 25 %

vesting upfront on December 24, 2024 and 75 % vesting based on time of service over a three year period.

November 13, 2025, after the close of the Nasdaq market, 100,000

shares of common stock were granted and vested to management

issuable upon exercise of outstanding stock options under the Company’s Amended 2024 Equity Incentive Plan at an exercise price

per share, which was the closing share price on November 13,

The options had a fair value on the grant date of $ 626,469 ,

based on a risk-free rate of 3.7 %

1 unchanged sentence

of which $ 626,469

was expensed through December 31, 2024 and $ 11,315,326

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

Vesting will consist of 100,000

shares vesting upfront on December 24, 2024 and of the remaining shares, 25 %

vesting upfront on December 24, 2024 and 75 %

vesting based on time of service over a three

year period with certain additional retention milestones for senior management.

was expensed through December 31, 2025.

June 13, 2024, prior to the close of the Nasdaq market, the Company completed a private placement offering pursuant to which it issued

8 unchanged sentences

operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company's CODM is

the Chief Executive Officer.

The Company views its operations and manages its business as one operating segment, which includes all activities

related to its clinical development programs.

The determination of a single reportable segment is consistent with the financial information

provided to the CODM.

The CODM views and manages the Company's clinical development programs as a single reportable segment for which

all operations are centralized and does not evaluate any other discrete financial information.

The accounting policies of the Company's

single reportable segment are the same as those for the financial statements.

loss is measured as the Company's net loss as reported on the statement of operations, which includes segment expenses such as research

and development and general and administrative expenses and other segment items such as interest expense.

As the Company does not currently

generate revenues or profit, the CODM evaluates performance, makes decisions, allocates resources, and plans future activities through

analysis of segment expense information.

The CODM also monitors the Company's cash and cash equivalents and net cash used in operations

as reported on the balance sheet and the statement of cash flows, respectively.

The measure of total segment assets is reported on the

balance sheet as total assets.

The Company’s

CODM is the Chief Executive Officer.

The Company views its operations and manages its business as one operating segment, which includes

all activities related to its clinical development programs.

The determination of a single reportable segment is consistent with the

financial information provided to the CODM.

The CODM views and manages the Company’s clinical development programs as a single

reportable segment for which all operations are centralized and does not evaluate any other discrete financial information.

The accounting

policies of the Company’s single reportable segment are the same as those for the financial statements.

loss is measured as the Company’s net loss as reported on the statement of operations, which includes segment expenses such as

research and development and general and administrative expenses and other segment items such as interest income.

As the Company does

not currently generate revenues or profit, the CODM evaluates performance, makes decisions, allocates resources, and plans future activities

through analysis of segment expense information.

The CODM also monitors the Company’s cash and cash equivalents and net cash used

in operations as reported on the balance sheet and the statement of cash flows, respectively.

The measure of total segment assets is

reported on the balance sheet as total assets.

Subsequent Events

Company has evaluated events through, April 15, 2025, the filing date of this Annual Report on Form 10-K, and determined that there have

been no subsequent events that occurred that would require adjustments to our disclosures in the financial statements, other than the

Company has evaluated events through, the filing date of this Annual Report on Form 10-K, and determined that there

have been no subsequent events that occurred that would require adjustments to our disclosures in the financial statements, other than

the following:

January 1, 2026 and April 15, 2026, the Company completed At The Market (“ATM”) offerings pursuant to its ATM agreement with

Wainwright, in which it issued and sold a total of 120,810 shares of its common stock at an average offering price of $ 10.42 per

share for gross proceeds of $ 1,259,198 and net proceeds of $ 1,232,026 , after deducting underwriting discounts and commissions and offering

expenses borne by the Company, which totaled $ 27,172 .

March 2, 2025, 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 March 31, 2026 (approximately 66 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.

After March 31, 2026, the quantity of these locked-up shares that can be

sold daily and over various periods of time will be restricted unless otherwise modified by the board of directors.

Wainwright, in which it issued and sold a total of 379,762

shares of its common stock at an average offering price of

per share for gross proceeds of $ 9,629,468

and net proceeds of $ 9,340,576 ,

after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totaled $ 288,892 .

shares outstanding as of May 26, 2026, do not exclude 108,208 shares of common stock which were cancelled on January 10, 2026, due

to breaches of agreements by an existing shareholder.

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