Greenwich LifeSciences, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal accounting and financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our principal executive officer and principal accounting and financial officer has concluded that as of December 31, 2025, our disclosure controls and procedures were not effective as of such date as a result of material weaknesses in our internal control over financial reporting due to inadequate 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, 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, we are developing a plan to remediate the material weaknesses. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S.. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. As of December 31, 2025, 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, 2025, 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, 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 control. Changes in Internal Control Over Financial Reporting There has been no change in our internal control over financial reporting during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None . ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 58 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Executive Officers, Directors and Key Employees The following table sets forth the name, age and position of each of our executive officers, key employees and directors as of May 26, 2026. All directors hold office until the next annual meeting of stockholders and the election and qualification of their successors. Officers serve at the discretion of the board. Name Age Position Snehal Patel 62 Chief Executive Officer, Chief Financial Officer and Director F. Joseph Daugherty 75 Chief Medical Officer and Director Jaye Thompson 60 Vice President Clinical & Regulatory Affairs David McWilliams 83 Chairman of the Board Eric Rothe 51 Director Kenneth Hallock 77 Director Biographies The principal occupations for the past five years (and, in some instances, for prior years) of each of our directors and executive officers are as follows: Snehal Patel. Snehal Patel has over 30 years of experience in executive management, corporate development, operations, and investment banking in the healthcare industry. Mr. Patel has served as our Chief Executive Officer since June 2016 and our Chief Financial Officer and a member of our board of directors since February 2010. In addition, since 2009, Mr. Patel has served as a consultant, manager, and advisor at various levels in multiple private start-up biotech companies helping to develop clinical and pre-clinical assets in cancer and other therapeutic areas. Prior to 2010, Mr. Patel served as a consultant to public and private companies focused on stem cell therapy, multiple sclerosis t-cell therapy, oncolytic viruses, and disposable biotech manufacturing equipment. In addition, Mr. Patel previously served as an investment banker at Sanders Morris Harris, Ferghana Partners, and JP Morgan Chase focusing on healthcare and biotech financing and strategic transactions. Mr. Patel also previously worked in operations and business development at Bayer Corporation and in design and operations consulting firms. Mr. Patel received a Bachelor of Science degree in chemical engineering and a Master of Science degree in biochemical engineering from the Massachusetts Institute of Technology and a Masters of Business Administration degree from the University of Chicago. We believe Mr. Patel is qualified to serve as a member of our board of directors because of his executive and management experience working with biotech companies. F. Joseph Daugherty. F. Joseph Daugherty has over 35 years of experience in managing and overseeing biotechnology and biomedical projects. Dr. Daugherty has served as our Chief Medical Officer since September 2019 and a member of our board of directors since September 2019. In addition, since 2002, Dr. Daugherty has served as the Managing Partner of Phenolics, LLC and PharmaPrint, LLC which was spun off from Phenolics, LLC, both of which are nutraceutical companies. From 2002 until 2018, he served first as President, and since 2008 as Chief Executive Officer, Chief Medical Officer and the Chairman of the board of directors of Eleos Inc., a clinical stage private biotech company focused on anti-sense technology in cancer. Dr. Daugherty also served in various other capacities as a management consultant as well as an officer and director to over 20 public and private biomedical companies including Dupont. In addition, Dr. Daugherty was President of ConAgra’s biotech division. Dr. Daugherty received a Bachelor of Arts degree in biology from Washington University, a Doctor of Medicine degree from the University of Nebraska Medical Center and a Masters of Science in Industrial Administration from Carnegie-Mellon University (Tepper). We believe Dr. Daugherty is qualified to serve as a member of our board of directors because of his executive and management experience, including his experience working with biotech companies. Jaye Thompson. Jaye Thompson has over 30 years of experience in pharmaceutical and device product development. Dr. Thompson has served as our Vice President Clinical & Regulatory Affairs since September 2019. Since December 2017, Dr. Thompson has served as a co-founder and Chief Operating Officer of Proxima Clinical Research, Inc., a clinical research service provider. Dr. Thompson previously served as Senior Vice President of Clinical and Regulatory Affairs of Repros Therapeutics, a reproductive health company, from March 2013 to May 2017 and as a member of the board of directors of Repros Therapeutics from November 2009 to March 2013. Dr. Thompson previously served as Senior Vice President of Clinical Development and Regulatory Affairs of Opexa Therapeutics, a multiple sclerosis cell therapy company, from September 2009 to March 2013. In addition, Dr. Thompson has served at clinical stage biotech companies, in various senior clinical and regulatory roles and at inVentiv Clinical Solutions, a clinical research service provider. Dr. Thompson was the president and founder of SYNERGOS, Inc., a clinical research service provider, which was founded in 1991, and acquired by inVentiv Health, as a wholly-owned subsidiary in 2006. Dr. Thompson has advised several of the region’s leading life science companies on strategic and regulatory planning as well as clinical product development. She has directed and managed statistical analysis, data management, report writing, and the conduct of clinical trials for a wide variety of indications. Dr. Thompson has been actively involved in over 200 clinical trials for drugs, biologics and devices, and has been associated with numerous FDA regulatory submissions. Dr. Thompson has often represented sponsor companies at FDA meetings and advisory committee meetings, and she was appointed to the Governor’s Texas Emerging Technology Fund Advisory Committee. Dr. Thompson received a BS in applied mathematics from Texas A&M University and an MS and a PhD in biostatistics from the University of Texas Health Science Center in Houston. 59 Table of Contents David McWilliams . David McWilliams has over 40 years of experience in building biopharmaceutical and healthcare companies. Mr. McWilliams has served as a member of our board of directors since February 2009. He previously served as the Chief Executive Officer from February 2010 to June 2016 and Chairman of the board of directors of the Company since February 2009. In addition, since 2008, Mr. McWilliams has served as a consultant and an advisor at various levels in multiple private start-up biotech companies to help develop clinical and pre-clinical assets in cancer and other therapeutic areas. Mr. McWilliams previously served as the Chief Executive Officer and a member of the board of directors of Opexa Therapeutics, Inc., a multiple sclerosis cell therapy company, from 2004 until 2008. Mr. McWilliams also previously served as the Chief Executive Officer, President and a member of the board of directors of Bacterial Barcodes, Inc., a bacteria and fungi diagnostic company, and the Chief Executive Officer and a member of the board of directors of Signase, Inc., a cancer therapeutics company. Mr. McWilliams has also served in various other capacities including Chief Executive Officer, President and a member of the board of directors of both Encysive Pharmaceuticals, Inc. and Repros Therapeutics Inc.; Chief Executive Officer and President of Kallestad Diagnostics (Erbamont); President of Harleco Diagnostics Division (EM Industries); General Manager and Program Manager of Abbott Laboratories; and Management Consultant at McKinsey & Company. In addition to the foregoing, Mr. McWilliams currently serves as the Chairman of the board of directors of BioHouston, an advocate of the life sciences industry in Houston. Mr. McWilliams received a Bachelor of Arts degree in chemistry from Washington and Jefferson College and a Master of Business Administration degree from the University of Chicago. We believe Mr. McWilliams is qualified to serve as a member of our board of directors because of his executive experience, management experience and experience working with biotech companies. Eric Rothe . Eric Rothe is the founder of the Company and has over 12 years of industry and academic experience in gene-based therapies and vaccines, including six years of laboratory experience. Mr. Rothe previously served as President of the Company from October 2006 to February 2010, Chief Executive Officer of the Company from October 2007 to February 2010 and Chairman of the Company’s board of directors from October 2006 to February 2009. In addition, Mr. Rothe has served as a member of the Company’s board of directors since August 2006. Since August 2017, Mr. Rothe has served as the Global Product Line Leader at Baker Hughes, an energy technology company. Previously, from September 2014 until its acquisition by GE Oil & Gas’ acquisition of Baker Hughes in July 2017, Mr. Rothe served as Vice President of Mid-Continent and NE US Geomarket and Global Product Line Leader of GE Oil & Gas. From 2012 to 2014, Mr. Rothe served as the International Sales and Operations Director at National Oilwell Varco, one of the world’s largest oil field equipment providers. Before joining the oil & gas sector, Mr. Rothe was Director of the Clinical Cancer Genetics program at U.T. M.D. Anderson Cancer Center, Project Manager at Introgen, a developer of cancer products in advanced clinical trials, and provided consulting services for start-up/small biotechnology companies in Texas. Mr. Rothe received a Bachelor of Arts degree in molecular and cell biology from the University of California at Berkeley and a Master of Business Administration degree from Rice University. We believe Mr. Rothe is qualified to serve as a member of our board of directors because of his expertise in cancer immunology, GMP manufacturing, and clinical research, and his experience in various senior management positions in global commercial operations at large corporations. Kenneth Hallock . Kenneth Hallock has over 40 years of experience in general management and new venture start-ups and is a major investor in our Company. Mr. Hallock has served as a member of our board of directors since September 2019. Mr. Hallock is currently a senior manager and partner in a private start-up equipment manufacturing company and has been in this role for over 10 years. Previously, Mr. Hallock worked in large industrial corporations such as NL Industries and Anderson Clayton, which were subsequently acquired. Mr. Hallock received a Bachelor of Engineering degree in chemical engineering from Princeton University and a Master of Business Administration degree from Harvard Business School. We believe Mr. Hallock is qualified to serve as a member of our board of directors because of his experience in various management positions for several Fortune 500 companies. Family Relationships and Other Arrangements There are no family relationships among our directors and executive officers. There are no arrangements or understandings between or among our executive officers and directors pursuant to which any director or executive officer was or is to be selected as a director or executive officer. 60 Table of Contents Board Leadership Structure and Role in Risk Oversight We have historically separated the roles of Chairman of the board (“Chairman”) and Chief Executive Officer. Although the separation of roles has been appropriate for us, in the view of the board, the advisability of the separation of these roles depends upon the specific circumstances and dynamics of our leadership. The board, as a unified body and through committee participation, organizes the execution of its monitoring and oversight roles and does not expect its Chairman to organize those functions. The board has three standing committees-Audit, Compensation and Corporate Governance/Nominating. The membership of each of the committees of the board is comprised of independent directors, with each of the committees having a chairman, each of whom is an independent director. Our non-management members of the board meet in executive session at each regular board meeting. Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. Management is responsible for the day-to-day management of the risks we face, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the board is responsible for satisfying itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The board believes that establishing the right “tone at the top” and that full and open communication between executive management and the board are essential for effective risk management and oversight. Our CEO communicates frequently with members of the board to discuss strategy and challenges facing our company. Senior management usually attends our regular quarterly board meetings and is available to address any questions or concerns raised by the board on risk management-related and any other matters. Each quarter, the Board receives presentations from senior management on matters involving our key areas of operations. Committees of Our Board of Directors Our board directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the board and its standing committees. We have a standing audit committee and compensation committee. Our entire board serves in place of a nominating and corporate governance committee. In addition, from time to time, special committees may be established under the direction of the board when necessary to address specific issues. Audit Committee Our audit committee is responsible for, among other things: ● approving and retaining the independent auditors to conduct the annual audit of our financial statements; ● reviewing the proposed scope and results of the audit; ● reviewing and pre-approving audit and non-audit fees and services; ● reviewing accounting and financial controls with the independent auditors and our financial and accounting staff; ● reviewing and approving transactions between us and our directors, officers and affiliates; ● establishing procedures for complaints received by us regarding accounting matters; ● overseeing internal audit functions, if any; and ● preparing the report of the audit committee that the rules of the SEC require to be included in our annual meeting proxy statement. Our audit committee consists of David McWilliams, Eric Rothe and Kenneth Hallock, with David McWilliams serving as chair. Our board of directors has affirmatively determined that David McWilliams, Eric Rothe and Kenneth Hallock each meet the definition of “independent director” under the Nasdaq rules, and that they meet the independence standards under Rule 10A-3. Each member of our audit committee meets the financial literacy requirements of the Nasdaq rules. In addition, our board of directors has determined that David McWilliams qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Our board of directors adopted a written charter for the audit committee, which is available on our principal corporate website at www.greenwichlifesciences.com . 61 Table of Contents Compensation Committee Our compensation committee is responsible for, among other things: ● reviewing and recommending the compensation arrangements for management, including the compensation for our president and chief executive officer; ● establishing and reviewing general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals; ● administering our stock incentive plans; and ● preparing the report of the compensation committee that the rules of the SEC require to be included in our annual meeting proxy statement. Our compensation committee consists of David McWilliams, Eric Rothe and Kenneth Hallock, with David McWilliams serving as chair. Our board has determined that David McWilliams, Eric Rothe and Kenneth Hallock are independent directors under Nasdaq rules. Our board of directors adopted a written charter for the compensation committee, which is available on our principal corporate website at www.greenwichlifesciences.com . Nominating and Governance Committee Although our entire board of directors serves in place of a nominating and corporate governance committee, our independent directors on the board are responsible for, among other things: ● nominating members of the board of directors; ● developing a set of corporate governance principles applicable to our company; and ● overseeing the evaluation of our board of directors. Our entire board of directors serves in place of a nominating and corporate governance committee. Our board of directors adopted resolutions addressing, among other things, the nomination process. Code of Business Conduct and Ethics We have adopted a formal Code of Business Conduct and Ethics applicable to all board members, officers and employees. Our Code of Business Conduct and Ethics can be found on our website (www.greenwichlifesciences.com). A copy of our Code of Business Conduct and Ethics may be obtained without charge upon written request to Secretary, Greenwich LifeSciences, Inc., 3992 Bluebonnet Dr., Building 14, Stafford, TX 77477. If we make any substantive amendments to our Code of Business Conduct and Ethics or grant any waiver from a provision of the Code of Business Conduct and Ethics to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website (www.greenwichlifesciences.com) and/or in our public filings with the SEC. Hedging and Pledging Policies As 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 May 26, 2026, none of our directors or executive officers had pledged any shares of our common stock. 62 Table of Contents ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the year ended December 31, 2025. Name and Principal Position Year Salary ($) Bonus ($) (1) Stock awards ($) (1) Total ($) Snehal Patel, Chief Executive Officer 2025 735,075 367,538 4,898,642 6,001,255 2024 612,563 306,281 5,322,841 6,241,685 (1) For 2025 fiscal year, Mr. 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 deferred bonus compensation of $306,281 and options to purchase 630,000 shares of common stock for services rendered and as incentive for services to be rendered. Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding awards held by each of our named executive officers that were outstanding as of December 31, 2025. Option Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Snehal Patel (1) 369,675 679,048 7.63 June 22, 2032 153,000 995,723 12.16 December 24, 2034 100,000 0 8.20 November 13, 2035 (1) We granted Mr. 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. We granted Mr. 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. We granted Mr. Patel 100,000 options to purchase shares of common stock on November 13, 2025 for compensation and incentives which vest immediately. Non-Employee Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our board and received compensation for such service during the fiscal year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board in 2025. Name Fees Earned or Paid in Cash ($) Stock and Option Awards ($) All Other Compensation ($) Total ($) David McWilliams (1) 252,466 252,466 Eric Rothe (2) 168,393 168,393 Kenneth Hallock (3) 168,393 168,393 (1) We granted Mr. 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, 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 1, 2026. We granted Mr. 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 remaining balance, or 30,663 options, vest over 24 equal monthly installments commencing on January 1, 2026. 63 Table of Contents (2) We granted Mr. 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, 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. (3) We granted Mr. 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, 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. Employment Agreements Snehal Patel Employment Agreement On September 29, 2020, we entered into an employment agreement (the “Employment Agreement”) with Snehal Patel, our Chief Executive Officer in connection with our initial public offering (the “IPO”). The term of the Employment Agreement will continue until December 31, 2021 and automatically renews for successive one year periods at the end of each term until either party delivers written notice of their intent not to renew at least 60 days prior to the expiration of the then effective term. Pursuant to the terms of the Employment Agreement, Mr. Patel shall, among other things, (i) receive a base salary of $450,000, subject to increase, (ii) shall be eligible to receive equity grants, (iii) shall be eligible to receive an annual bonus of up to 50% of his then base salary and (iv) shall be eligible to receive a strategic transaction bonus. In addition, Mr. Patel shall also be eligible to participate in all employee welfare and benefit plans and shall receive such other fringe benefits as we offer to our senior executives and directors. In the event Mr. Patel’s employment is terminated by us for Cause (as defined in the Employment Agreement), as a result of Mr. Patel’s death or Disability (as defined in the Employment Agreement), voluntarily by Mr. Patel without Good Reason (as defined in the Employment Agreement), or upon expiration of the term, we shall pay Mr. Patel (i) a lump sum amount equal to (A) any unpaid base salary and equity grants then due plus (B) any bonus earned but not paid and (ii) any unpaid expenses (collectively, the “Patel Compensation”). In addition, if Mr. Patel’s employment is terminated for death, Disability or as a result of the expiration of the term of the Employment Agreement as a result of the non-renewal of such term by us, we shall pay Mr. Patel any pro-rated bonus for the target year in which the termination occurs. In the event Mr. Patel’s employment is terminated by us without Cause or by Mr. Patel for Good Reason, we shall pay Mr. Patel (i) the Patel Compensation, (ii) any pro-rated bonus for the target year in which the termination occurs and (iii) provided that Mr. Patel executes the Release (as defined in the Employment Agreement), (A) the Severance Payment (as defined in the Employment Agreement) and (B) COBRA premiums for twelve months from the date of termination. In the event of Mr. Patel’s termination (i) by us without Cause or by Mr. Patel for Good Reason within six months prior to the consummation of a Change of Control (as defined in the Employment Agreement) transaction, if, prior to or as of such termination, a Change of Control transaction was Pending (as defined in the Employment Agreement), at any time during such six month period, (ii) by Mr. Patel for Good Reason at any time within twelve months after the consummation of a Change of Control, or (iii) by us without Cause at any time within twelve months after the consummation of a Change of Control, Mr. Patel shall receive (A) the Patel Compensation, (B) any pro-rated bonus for the target year in which the termination occurs and (C) provided that Mr. Patel executes the Release, (a) a lump sum amount equal to twelve months of Mr. Patel’s then base salary and equity grants at the rate in effect as of the date of termination and (b) COBRA premiums for six months from the date of termination. Furthermore, all of the shares that are then unvested shall immediately vest and, all options, warrants and other convertible securities beneficially held by Mr. Patel shall become fully exercisable for (i) a period of six months following the date of termination only if at the time of such termination there is a Change of Control transaction Pending but in no event beyond expiration of the original term of the award or (ii) if clause (i) does not apply, then such period of time set forth in the agreement evidencing the security. The Employment Agreement also contains covenants restricting Mr. Patel from: (i) engaging in any activity competitive with our business during the term of the Employment Agreement and for a period of one year thereafter; and (ii) soliciting our customers, suppliers or employees during the term of the Employment Agreement and for a period of one year thereafter. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding the beneficial ownership of our common stock as of May 26, 2026 by: ● each of our named executive officers; ● each of our directors; ● all of our current directors and executive officers as a group; and ● each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial 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 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. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated, the address for each director and executive officer listed is: c/o Greenwich LifeSciences, Inc., 3992 Bluebonnet Dr, Building 14, Stafford, TX 77477. 64 Table of Contents Name of Beneficial Owner Shares of Common Stock Beneficially Owned Percentage (6) Executive officers and directors: Snehal Patel 6,345,216 (1) 41.15 % F. Joseph Daugherty 123,896 (2) * David McWilliams 724,348 (3) 4.90 % Eric Rothe 382,642 (4) 2.59 % Kenneth Hallock 466,720 (5) 3.16 % All current named executive officers and directors as a group (5) persons 8,042,822 51.19 % * Represents beneficial ownership of less than 1% (1) Consists 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 IRA. 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. (2) Includes 33,763 shares of common stock exercisable upon exercise of vested stock options and stock options that vest within 60 days. (3) Includes 104,020 shares of common stock exercisable upon exercise of vested stock options and stock options that vest within 60 days. (4) Includes 69,387 shares of common stock exercisable upon exercise of vested stock options and stock options that vest within 60 days. (5) Includes 69,387 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. (6) 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 . Section 16(A) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based on a review of the copies of such forms received, we believe that during 2025, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The following includes a summary of transactions since January 1, 2023 to which we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this Annual Report on Form 10-K. We are not otherwise a party to a current related party transaction, and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest. 65 Table of Contents Related Person Transaction Policy We adopted a related person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related person transactions. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related person are, were or will be participants in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons. Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our audit committee, or, if audit committee approval would be inappropriate, to another independent body of our board of directors, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under our code of business conduct and ethics, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related person transactions, our audit committee, or other independent body of our board of directors, will take into account the relevant available facts and circumstances including, but not limited to: ● the risks, costs and benefits to us; ● the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated; ● the availability of other sources for comparable services or products; and ● the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our audit committee, or other independent body of our board of directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our audit committee, or other independent body of our board of directors, determines in the good faith exercise of its discretion. Director Independence Our board of directors undertook a review of the independence of our directors and considered whether any director has a relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. Our board of directors has affirmatively determined that David McWilliams, Eric Rothe and Kenneth Hallock are each an “independent director,” as defined under the Nasdaq rules. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Audit Fees The 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: 2025 2024 Audit fees (1) $ 216,000 $ 114,000 Audit-related fees (2) $ $ 88,000 Tax fees $ - $ - All other fees $ - $ - (1) Audit fees consist of fees for professional services performed by MaloneBailey and RBSM for the audit and review of our financial statements. (2) 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. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors Consistent with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and permissible non-audit services provided by our independent registered public accounting firm on a case-by-case basis. Our Audit Committee has established a policy regarding approval of all audit and permissible non-audit services provided by our principal accountants. Our Audit Committee pre-approves these services by category and service. Our Audit Committee has pre-approved all of the services provided by our independent registered public accounting firm. 66 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit Number Description of Exhibit (a)(1) Financial Statements The financial statements required by this item are submitted in a separate section beginning on page F-1 of this Annual Report on Form 10-K. (b) Exhibits Exhibit Number Description 3.1 Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on October 1, 2020) 3.2 Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on October 1, 2020) 4.1 Form of Underwriter Warrant (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to Form S-1 filed on June 23, 2020) 4.2 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). 10.1+ 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Form S-1 filed on May 29, 2020) 10.2 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) 10.3 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. 1 to Form S-1 filed on June 23, 2020) 10.4 First Amendment to Exclusive License Agreement between The Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc. and the Company (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to Form S-1 filed on June 23, 2020) 10.5 Second Amendment to Exclusive License Agreement between The Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc. and the Company (incorporated by reference to Exhibit 10.5 to Amendment No. 1 to Form S-1 filed on June 23, 2020) 10.6 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) 10.7+ 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) 10.8 Registration Rights Agreement (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to Form S-1 filed on June 23, 2020) 19.1 Greenwich LifeSciences, Inc. Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Form 10-K filed on April 15, 2025) 23.1 Consent of Malone Bailey 24 Power of Attorney (included on signature page hereto). 31.1 Certification of Principal Executive Officer and Principal Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act. 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Clawback Policy (incorporated by reference to Exhibit 97 to Form 10-K filed on April 15, 2024). 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase. 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Indicates a management contract or compensatory plan or arrangement. ITEM 16. FORM 10-K SUMMARY None. 67 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GREENWICH LIFESCIENCES, INC. /s/ Snehal Patel June 1, 2026 Chief Executive Officer (Principal Executive Officer and Principal Accounting and Financial Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Snehal Patel as his or her attorney-in-fact, with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Snehal Patel Chief Executive Officer and Director June 1, 2026 Snehal Patel (Principal Executive Officer and Principal Accounting and Financial Officer) /s/ F. Joseph Daugherty Chief Medical Officer and Director June 1, 2026 F. Joseph Daugherty /s/ David McWilliams Director June 1, 2026 David McWilliams /s/ Eric Rothe Director June 1, 2026 Eric Rothe /s/ Kenneth Hallock Director June 1, 2026 Kenneth Hallock 68 Table of Contents GREENWICH LIFESCIENCES, INC. Index to Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID: 206 ) F-2 Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for the years ended December 31, 2025 and 2024 F-4 Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024 F-5 Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-6 Notes to Financial Statements F-7 F- 1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Greenwich LifeSciences, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Greenwich LifeSciences, Inc. (the “Company”) as of December 31, 2025 and 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. Going Concern Matter The 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 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. Restatement to Correct Previously Issued Financial Statements As 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. Basis for Opinion These 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. 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. We 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. The Company 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 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. Our 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 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. Critical Audit Matters Critical 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. /s/ MaloneBailey, LLP www.malonebailey.com We have served as the Company’s auditor since 2025. Houston, Texas June 1, 2026 F- 2 Table of Contents GREENWICH LIFESCIENCES, INC. BALANCE SHEETS AS OF DECEMBER 31, 2025 AND 2024 2025 2024 (As Restated) Assets Current assets Cash $ 6,178,021 $ 4,091,990 Total current assets 6,178,021 4,091,990 Acquired patents, net — 1,779 Total assets $ 6,178,021 $ 4,093,769 Liabilities and stockholders’ equity Current liabilities Accounts payable & accrued interest $ 4,874,489 $ 2,802,946 Deferred compensation 673,819 306,281 Unreimbursed expenses 276,496 75,916 Total current liabilities 5,824,804 3,185,143 Total liabilities 5,824,804 3,185,143 Stockholders’ equity Common stock, $ 0.001 par value; 100,000,000 shares authorized; 14,298,446 and 13,152,729 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 14,299 13,153 Additional paid-in capital 87,475,924 68,674,261 Accumulated deficit ( 87,137,006 ) ( 67,778,788 ) Total stockholders’ equity 353,217 908,626 Total liabilities and stockholders’ equity $ 6,178,021 $ 4,093,769 The accompanying notes are an integral part of these financial statements. F- 3 Table of Contents GREENWICH LIFESCIENCES, INC. STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 2025 2024 (As Restated) Revenue $ — $ — Operating expenses Research and development 17,220,401 15,480,217 General and administrative 2,227,517 2,157,010 Total operating expenses 19,447,918 17,637,227 Loss from operations ( 19,447,918 ) ( 17,637,227 ) Interest income 89,700 223,008 Net loss $ ( 19,358,218 ) $ ( 17,414,219 ) Per share information: Net loss per common share, basic and diluted $ ( 1.43 ) $ ( 1.34 ) Weighted average common shares outstanding, basic and diluted 13,534,994 13,014,585 The accompanying notes are an integral part of these financial statements. F- 4 Table of Contents GREENWICH LIFESCIENCES, INC. STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Shares Par Amount Capital Deficit Equity Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Par Amount Capital Deficit Equity Balances, December 31, 2023 12,848,165 $ 12,848 $ 57,052,130 $ ( 50,364,569 ) $ 6,700,409 Stock-based compensation — — 7,253,327 — 7,253,327 Sale of common stock via ATM program, net of costs 129,739 130 1,868,981 — 1,869,111 Sale of common stock via Private Placement, net of costs 174,825 175 2,499,823 — 2,499,998 Net loss (As Restated) — — — ( 17,414,219 ) ( 17,414,219 ) Balances, December 31, 2024 (As Restated) 13,152,729 $ 13,153 $ 68,674,261 $ ( 67,778,788 ) $ 908,626 Balance 13,152,729 $ 13,153 $ 68,674,261 $ ( 67,778,788 ) $ 908,626 Stock-based compensation — — 6,803,325 — 6,803,325 Sale of common stock via ATM program, net of costs 1,125,543 1,126 11,853,358 — 11,854,484 Net proceeds from exercise of remaining underwriter warrants 20,174 20 144,980 — 145,000 Net loss — — — ( 19,358,218 ) ( 19,358,218 ) Balances, December 31, 2025 14,298,446 $ 14,299 $ 87,475,924 $ ( 87,137,006 ) $ 353,217 Balance 14,298,446 $ 14,299 $ 87,475,924 $ ( 87,137,006 ) $ 353,217 The accompanying notes are an integral part of these financial statements. F- 5 Table of Contents GREENWICH LIFESCIENCES, INC. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 2025 2024 (As Restated) Operating activities: Net loss $ ( 19,358,218 ) $ ( 17,414,219 ) Adjustments required to reconcile net loss to net cash used in operating activities: Amortization 1,779 3,612 Stock-based compensation 6,803,325 7,253,327 Changes in operating assets and liabilities: Accounts payable 2,071,543 2,546,629 Deferred compensation 367,538 306,281 Unreimbursed expenses (accrued) 200,580 37,827 Net cash used in operating activities ( 9,913,453 ) ( 7,266,543 ) Financing activities: Sale of common stock via ATM program, net of costs 11,854,484 1,869,111 Net proceeds from exercise of remaining underwriter warrants 145,000 — Sale of common stock via Private Placement, net of costs — 2,499,998 Net cash provided by financing activities 11,999,484 4,369,109 Net increase (decrease) in cash 2,086,031 ( 2,897,434 ) Cash, beginning of period 4,091,990 6,989,424 Cash, end of period $ 6,178,021 $ 4,091,990 The accompanying notes are an integral part of these financial statements. F- 6 Table of Contents GREENWICH LIFESCIENCES, INC. NOTES TO FINANCIAL STATEMENTS 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 December 31, 2025, the Company had cash of $ 6,178,021 . 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 financial statements are presented in conformity with accounting principles generally accepted in the U.S. (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in its financial statements and accompanying notes. On an ongoing basis, management evaluates these estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates. Cash Cash consists primarily of deposits with commercial banks and financial institutions. These cash deposits exceed the insured limits at individual banks and financial institutions. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets or the asset groups are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the estimated discounted future net cash flows arising from the assets or asset groups. No impairment losses on long-lived assets have been recorded through December 31, 2025. 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 $ 4,445 . The month-to-month sub-lease is from a related party and the underlying lease expires in July of 2026. The Company has elected the practical expedient to not record right of use asset and lease obligation liability for leases with terms of less than 12 months. Stock-Based Compensation Compensation 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. Research and Development Costs Research and development expenses are charged to operations as incurred. Research and development expenses include, among other things, salaries, costs of outside collaborators and outside services, and supplies. F- 7 Table of Contents GREENWICH LIFESCIENCES, INC. NOTES TO FINANCIAL STATEMENTS Income Taxes The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. Basic and Diluted Loss per Share The Company computes loss per share in accordance with Accounting Standards Codification (“ASC”) 260 — Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statements of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible notes payable using the if-converted method. Diluted EPS excludes all dilutive potential shares if their effect is antidilutive. During periods of net loss, all common stock equivalents are excluded from the diluted EPS calculation because they are antidilutive. As 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. As 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 shares of the Company’s common stock, respectively. As of December 31, 2025 and 2024, the Company has no common stock equivalents related to convertible preferred stock issued and outstanding. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. 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. In October 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. Recently Issued Accounting Pronouncements Not Yet Adopted In July 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. The Company does not expect the adoption to have a material impact on our consolidated financial statements. In October 2023, the FASB issued ASU 2023-06—Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. 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. The Company is still evaluating the impact of the adoption of this standard. 4. Restatement of Previously Issued Financial Statements In 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. The 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. In 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. The impacts of the restatement are summarized below in Section 4a for 2024 and Section 4b for 2025 financials. 4a. Restatement to December 31, 2024 Financials Schedule Impacts of the Restatement are Summarized Below As Previously Reported Impact of Restatement As Restated For the Year Ended December 31, 2024 As Previously Reported Impact of Restatement As Restated Research and development (1) $ 12,952,029 $ 2,528,188 $ 15,480,217 General and administrative (1) 3,059,788 ( 902,778 ) 2,157,010 Total operating expenses 16,011,817 1,625,410 17,637,227 Net loss ( 15,788,809 ) ( 1,625,410 ) ( 17,414,219 ) Net loss per common share, basic and diluted ( 1.21 ) ( 0.13 ) ( 1.34 ) Net cash used in operating activities ( 7,266,543 ) — ( 7,266,543 ) Total liabilities 1,559,733 1,625,410 3,185,143 Total liabilities and stockholders’ equity $ 4,093,769 $ — $ 4,093,769 (1) Includes 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. All referenced amounts for prior periods in these financial statements and the notes herein reflect the balances and amounts on a restated basis. F- 8 Table of Contents 4b. Restatement to March 31, 2025, June 30, 2025, and September 30, 2025 Financials GREENWICH LIFESCIENCES, INC. NOTES TO FINANCIAL STATEMENTS As Previously Reported Impact of Restatement As Restated Three Months Ended March 31, 2025 As Previously Reported Impact of Restatement As Restated Research and development (1) $ 2,601,122 $ ( 329,974 ) $ 2,271,148 General and administrative (1) 681,210 ( 183,608 ) 497,602 Total operating expenses 3,282,332 ( 513,582 ) 2,768,750 Net loss ( 3,258,362 ) 513,582 ( 2,744,780 ) Net loss per common share, basic and diluted ( 0.25 ) 0.04 ( 0.21 ) Net cash used in operating activities ( 1,834,454 ) — ( 1,834,454 ) Total liabilities 1,438,524 1,111,828 2,550,352 Total liabilities and stockholders’ equity $ 2,750,835 $ — $ 2,750,835 As Previously Reported Impact of Restatement As Restated Three Months Ended June 30, 2025 As Previously Reported Impact of Restatement As Restated Research and development (1) $ 3,507,906 $ ( 91,429 ) $ 3,416,477 General and administrative (1) 538,047 ( 185,209 ) 352,838 Total operating expenses 4,045,953 ( 276,638 ) 3,769,315 Net loss ( 4,025,278 ) 276,638 ( 3,748,640 ) Net loss per common share, basic and diluted ( 0.30 ) 0.02 ( 0.28 ) Net cash used in operating activities N/A - N/A Total liabilities 1,685,609 835,190 2,520,799 Total liabilities and stockholders’ equity $ 3,125,101 $ — $ 3,125,101 As Previously Reported Impact of Restatement As Restated Six Months Ended June 30, 2025 As Previously Reported Impact of Restatement As Restated Research and development (1) $ 6,109,028 $ ( 421,403 ) $ 5,687,625 General and administrative (1) 1,219,257 ( 368,817 ) 850,440 Total operating expenses 7,328,285 ( 790,220 ) 6,538,065 Net loss ( 7,283,640 ) 790,220 ( 6,493,420 ) Net loss per common share, basic and diluted ( 0.55 ) 0.06 ( 0.49 ) Net cash used in operating activities ( 4,067,557 ) — ( 4,067,557 ) Total liabilities 1,685,609 835,190 2,520,799 Total liabilities and stockholders’ equity $ 3,125,101 $ — $ 3,125,101 As Previously Reported Impact of Restatement As Restated Three Months Ended September 30, 2025 As Previously Reported Impact of Restatement As Restated Research and development (1) $ 3,521,576 $ ( 254,436 ) $ 3,267,140 General and administrative (1) 653,066 ( 186,140 ) 466,926 Total operating expenses 4,174,642 ( 440,576 ) 3,734,066 Net loss ( 4,151,845 ) 440,576 ( 3,711,269 ) Net loss per common share, basic and diluted ( 0.30 ) 0.03 ( 0.27 ) Net cash used in operating activities N/A - N/A Total liabilities 1,622,001 394,614 2,016,615 Total liabilities and stockholders’ equity $ 3,806,978 $ — $ 3,806,978 As Previously Reported Impact of Restatement As Restated Nine Months Ended September 30, 2025 As Previously Reported Impact of Restatement As Restated Research and development (1) $ 9,630,604 $ ( 675,839 ) $ 8,954,765 General and administrative (1) 1,872,323 ( 554,957 ) 1,317,366 Total operating expenses 11,502,927 ( 1,230,796 ) 10,272,131 Net loss ( 11,435,485 ) 1,230,796 ( 10,204,689 ) Net loss per common share, basic and diluted ( 0.85 ) 0.09 ( 0.76 ) Net cash used in operating activities ( 6,738,796 ) — ( 6,738,796 ) Total liabilities 1,622,001 394,614 2,016,615 Total liabilities and stockholders’ equity $ 3,806,978 $ — $ 3,806,978 (1) Includes 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. All referenced amounts for prior periods in these financial statements and the notes herein reflect the balances and amounts on a restated basis. F- 9 Table of Contents GREENWICH LIFESCIENCES, INC. NOTES TO FINANCIAL STATEMENTS 5. Related Party Transactions The 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. Unreimbursed 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. Bonus 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. The total outstanding deferred compensation for the full years ending December 31, 2025 and 2024 were $ 673,819 and $ 306,281 , respectively. On June 13, 2024, the Company completed a private placement offering pursuant to which it issued and sold 174,825 shares of its common stock at a price of $ 14.30 per share to Snehal Patel, the Company’s Chief Executive Officer and director, for net proceeds of $ 2,499,998 . Mr. Patel agreed to a one year lock-up agreement with respect to his shares of common stock acquired in the offering. 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. 6. Income Taxes Significant components of the Company’s deferred tax assets and liabilities were as follows: Schedule of Components of Deferred Tax Assets and Liabilities 2025 2024 December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards 9,275,559 6,639,032 Valuation allowance ( 9,275,559 ) ( 6,639,032 ) Total deferred tax assets — — The federal income tax rate used for 2025 and 2024 was 21%. 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 asset. The Company’s issuances of common and preferred stock may have resulted in ownership changes as defined by Section 382 of the Code. 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 portion of the Company’s NOL carryforwards and R&D tax credit carryforwards will be limited due to Sections 382 and 383 of the Code. The Company is subject to U.S. federal tax examinations by tax authorities for the years 2010 to 2009 due to the fact that NOL carryforwards exist going back to 2010 that may be utilized on a current or future year tax return. 7. Commitments and Contingencies 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. Accounts 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. F- 10 Table of Contents GREENWICH LIFESCIENCES, INC. NOTES TO FINANCIAL STATEMENTS Deferred Compensation Bonus 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. 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. 8. Stockholders’ Equity On 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. 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”). As 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 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 2025 and 2024, no shares of common stock grant vested. 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 December 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 . On 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. Between January 1, 2025 and December 31, 2025, the Company completed At The Market (“ATM”) offerings pursuant to its ATM agreement with H. C. 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 . Between 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. Wainwright, in which it issued and sold a total of 129,739 shares of its common stock at an average offering price of $ 15.92 per share for gross proceeds of $ 2,065,366 and net proceeds of $ 1,869,111 , after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totaled $ 196,257 . On June 22, 2020, the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effectuate a 1-for-2.67 reverse stock split of the Company’s issued and outstanding common and preferred stock. No fractional shares were issued and any fractional shares resulting from the stock split were rounded up to the nearest whole share. All common and preferred stock share and per-share data and conversion or exercise price data for applicable common stock equivalents included in these financial statements have been retroactively adjusted to reflect the reverse stock split. F- 11 Table of Contents GREENWICH LIFESCIENCES, INC. NOTES TO FINANCIAL STATEMENTS Initial Public Offering (IPO) On September 25, 2020, the Company completed its initial public offering (the “IPO”) pursuant to which it issued and sold 1,260,870 shares of its common stock at a public offering price of $ 5.75 per share for gross proceeds of $ 7,250,002 and net proceeds of $ 6,207,502 , after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totaled $ 1,042,500 . In addition, the Company granted the underwriters a 45-day option to purchase up to 189,130 additional shares of common stock at the public offering price, less offering expenses, to cover over-allotments, if any. On September 29, 2020, in connection with the completion of the IPO, the Company converted all of the outstanding shares of Series A Preferred Stock into an aggregate of 1,520,937 shares of common stock, all of the outstanding shares of Series B Preferred Stock into an aggregate of 129,267 shares of common stock, all of the outstanding shares of Series C Preferred Stock into an aggregate of 66,575 shares of common stock and all of the outstanding shares of Series D Preferred Stock into an aggregate of 305,990 shares of common stock upon the closing of the IPO, which included the issuance of an aggregate of 42,404 additional shares of common stock upon the issuance and conversion of an additional 42,404 shares of Series D Preferred Stock issuable in connection with the IPO as a result of the anti-dilution protection set forth in the Company’s Certificate of Incorporation; based upon the IPO price of $ 5.75 per share. On September 29, 2020, in connection with the completion of the IPO, the board and stockholders of the Company approved the Company’s Second Amended and Restated Bylaws and the filing of the Company’s Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State which authorizes the Company to issue 100,000,000 shares of common stock with a par value of $ 0.001 per share and 10,000,000 shares of preferred stock with a par value of $ 0.001 per share. In addition, on September 29, 2020, the Company entered into an employment agreement with Snehal Patel pursuant to which Mr. Patel will serve as the Company’s Chief Executive Officer as described in the Company Current Report on Form 8-K filed with the SEC on October 1, 2020. Follow-On Offering On December 22, 2020, the Company completed a follow-on offering pursuant to which it issued and sold 660,000 shares of its common stock at a public offering price of $ 40.00 per share for gross proceeds of $ 26,400,000 and net proceeds of $ 23,959,000 , after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totaled $ 2,441,000 . In addition, the Company granted the underwriters a 45-day option to purchase up to 99,000 additional shares of common stock at the public offering price, less offering expenses, to cover over-allotments, if any. On January 29, 2021, the underwriter exercised its option to purchase 70,000 additional shares of common stock at the public offering price of $ 40.00 per share for gross proceeds of $ 2,800,000 and net proceeds of $ 2,548,000 , after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totaled $ 252,000 . F- 12 Table of Contents GREENWICH LIFESCIENCES, INC. NOTES TO FINANCIAL STATEMENTS Warrants Prior to the IPO, there were no outstanding warrants to purchase shares of common stock accounted for as equity or liabilities. On September 25, 2020, in connection with the IPO, the underwriter, Aegis Capital Corp., was issued a warrant to purchase 100,870 shares of common stock, representing 8 % of the number of shares sold in the IPO, excluding the over-allotment option. The warrants will be 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 warrants will be exercisable at a price equal to $ 7.1875 per share, which represents 125 % of the public offering price per share of common stock sold in the IPO. In the event that a registration statement registering the common stock underlying the warrants is not effective, the warrants may be exercised on a cashless basis. If the warrants are exercised for cash within the first six months of the period in which they are exercisable, the exercise price will be equal to 97 % of 125 % of the public offering price or $ 6.9718 per share. On October 19, 2021, the underwriter warrants were partially exercised resulting in the issuance of 80,696 shares of common stock and gross proceeds to the Company of $ 562,596 . In 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 . 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 %, of which $ 8,382,760 was expensed through December 31, 2025 and $ 1,129,596 will be expensed in the future if and as vesting occurs. As of December 31, 2024, $ 6,004,672 was expensed. Vesting will be based on time of service over a four year period. On 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. On 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 of $ 8.20 per share, which was the closing share price on November 13, 2025. The options had a fair value on the grant date of $ 626,469 , based on a risk-free rate of 3.7 % and an annualized volatility of 101 %, of which $ 626,469 was expensed through December 31, 2025. Private Placement On June 13, 2024, prior to the close of the Nasdaq market, the Company completed a private placement offering pursuant to which it issued and sold 174,825 shares of its common stock at a price of $ 14.30 per share, which was the most recent prior closing share price on June 12, 2024, to Snehal Patel, the Company’s Chief Executive Officer and director, for net proceeds of $ 2,499,998 . No investment banking fees were paid in connection with the offering. Mr. Patel agreed to a one year lock-up agreement with respect to his shares of common stock acquired in the offering. 9. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief 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. Segment 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. 10. Subsequent Events 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: Between January 1, 2026 and April 15, 2026, the Company completed At The Market (“ATM”) offerings pursuant to its ATM agreement with H. C. Wainwright, in which it issued and sold a total of 379,762 shares of its common stock at an average offering price of $ 25.36 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 . 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. F- 13