Greenwich LifeSciences, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS GREENWICH LIFESCIENCES, INC. BALANCE SHEETS AS OF MARCH 31, 2026 AND DECEMBER 31, 2025 (UNAUDITED) March 31, 2026 December 31, 2025 Assets Current assets Cash $ 10,505,435 $ 6,178,021 Total current assets 10,505,435 6,178,021 Total assets $ 10,505,435 $ 6,178,021 Liabilities and stockholders’ equity Current liabilities Accounts payable & accrued interest $ 4,509,028 $ 4,874,489 Deferred compensation 673,819 673,819 Unreimbursed expenses 52,382 276,496 Total current liabilities 5,235,229 5,824,804 Total liabilities 5,235,229 5,824,804 Stockholders’ equity Common stock, $ 0.001 par value; 100,000,000 shares authorized; 14,665,993 and 14,298,446 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 14,666 14,299 Additional paid-in capital 98,049,683 87,475,924 Accumulated deficit ( 92,794,143 ) ( 87,137,006 ) Total stockholders’ equity 5,270,206 353,217 Total liabilities and stockholders’ equity $ 10,505,435 $ 6,178,021 See accompanying notes to unaudited financial statements. - 3 - GREENWICH LIFESCIENCES, INC. STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED) 2026 2025 Three Months Ended March 31, 2026 2025 Revenue $ — $ — Operating expenses Research and development 5,207,564 2,271,148 General and administrative 518,190 497,602 Total operating expenses 5,725,754 2,768,750 Loss from operations ( 5,725,754 ) ( 2,768,750 ) Interest income 68,617 23,970 Net loss $ ( 5,657,137 ) $ ( 2,744,780 ) Per share information: Net loss per common share, basic and diluted $ ( 0.39 ) $ ( 0.21 ) Weighted average common shares outstanding, basic and diluted 14,565,230 13,171,555 See accompanying notes to unaudited financial statements. - 4 - GREENWICH LIFESCIENCES, INC. STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED) Additional Total Common Stock Paid-in Accumulated Stockholders’ Shares Par Amount Capital Deficit Equity Balances, December 31, 2024 13,152,729 $ 13,153 $ 68,674,261 $ ( 67,778,788 ) $ 908,626 Stock-based compensation — — 1,544,214 — 1,544,214 Sale of common stock via ATM program, net of costs 39,918 40 492,383 — 492,423 Net loss — — — ( 2,744,780 ) ( 2,744,780 ) Balances, March 31, 2025 13,192,647 $ 13,193 $ 70,710,858 $ ( 70,523,568 ) $ 200,483 Balances, December 31, 2025 14,298,446 $ 14,299 $ 87,475,924 $ ( 87,137,006 ) $ 353,217 Stock-based compensation — — 1,544,214 — 1,544,214 Sale of common stock via ATM program, net of costs 367,547 367 9,029,545 — 9,029,912 Net loss — — — ( 5,657,137 ) ( 5,657,137 ) Balances, March 31, 2026 14,665,993 $ 14,666 $ 98,049,683 $ ( 92,794,143 ) $ 5,270,206 See accompanying notes to unaudited financial statements. - 5 - GREENWICH LIFESCIENCES, INC. STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED) 2026 2025 Three Months Ended March 31, 2026 2025 Operating activities: Net loss $ ( 5,657,137 ) $ ( 2,744,780 ) Adjustments required to reconcile net loss to net cash used in operating activities: Amortization — 903 Stock-based compensation 1,544,214 1,544,214 Changes in operating assets and liabilities: Accounts payable ( 365,461 ) ( 643,237 ) Unreimbursed expenses (accrued) ( 224,114 ) 8,446 Net cash used in operating activities ( 4,702,498 ) ( 1,834,454 ) Financing activities: Sale of common stock via ATM program, net of costs 9,029,912 492,423 Net cash provided by financing activities 9,029,912 492,423 Net increase (decrease) in cash 4,327,414 ( 1,342,031 ) Cash, beginning of period 6,178,021 4,091,990 Cash, end of period $ 10,505,435 $ 2,749,959 See accompanying notes to unaudited financial statements. - 6 - GREENWICH LIFESCIENCES, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. Organization and Description of the Business Greenwich LifeSciences, Inc. (the “Company”) was incorporated in the state of Delaware in 2006 under the name Norwell, Inc. In March 2018, Norwell, Inc. changed its name to Greenwich LifeSciences, Inc. In February 2023, Greenwich LifeSciences Europe Limited was incorporated as a wholly owned subsidiary in Ireland. The Company is developing a breast cancer immunotherapy focused on preventing the recurrence of breast cancer following surgery. 2. Going Concern The Company has prepared its financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business. However, the Company has incurred net losses since its inception and has negative operating cash flows. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. As of March 31, 2026, the Company had cash of $ 10,505,435 . For the foreseeable future, the Company’s ability to continue its operations is dependent upon its ability to obtain additional capital. 3. Significant Accounting Policies Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto of the Company contained elsewhere herein. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements of the Company for the years ended December 31, 2025 and 2024 as reported in the Company’s Form 10-K have been omitted. Leases In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02-Leases (Topic 842), which significantly amends the way companies are required to account for leases. Under the updated leasing guidance, some leases that did not have to be reported previously are now required to be presented as an asset and liability on the balance sheet. In addition, for certain leases, what was previously classified as an operating expense must now be allocated between amortization expense and interest expense. The Company elected to adopt this update using the modified retrospective transition method and prior periods have not been restated. The current monthly rent is approximately $ 4,445 . The month-to-month sub-lease is from a related party and the underlying lease expires in July of 2026 . Any right of use asset and liability is deemed to be nominal as of March 31, 2026 and December 31, 2025. Basic and Diluted Loss per Share As of March 31, 2026 the Company had no common stock equivalents related to warrants outstanding. As of March 31, 2025, the Company had common stock equivalents related to warrants outstanding to acquire 20,174 shares of the Company’s common stock. As of March 31, 2026 and 2025, 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 March 31, 2026 and 2025, the Company has no common stock equivalents related to convertible preferred stock issued and outstanding. The following table sets forth the computation of basic and diluted net loss per common share for the periods indicated: Schedule of Basic and Diluted Net Loss Per Common Share 2026 2025 Three Months Ended March 31, 2026 2025 Basic and diluted net loss per share calculation: Net loss, basic ( 5,657,137 ) ( 2,744,780 ) Change in fair value of warrants — — Net loss, diluted ( 5,657,137 ) ( 2,744,780 ) Weighted average common shares outstanding, basic and diluted 14,565,230 13,171,555 Net loss per common share, basic and diluted $ ( 0.39 ) $ ( 0.21 ) - 7 - 4. Related Party Transactions Unreimbursed expenses have been accrued and incurred by management, which total $ 52,382 as of March 31, 2026 and $ 276,496 as of December 31, 2025. 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 three months ended March 31, 2026 and 2025 were approximately $ 65,000 and $ 56,000 , respectively. The total option compensation paid to the two family members for the three months ended March 31, 2026 and 2025 were approximately $ 66,000 and $ 66,000 , respectively. The total reimbursements submitted for the three months ended March 31, 2026 and 2025 were approximately $ 2.2 million and $ 0.7 million, respectively. 5. Commitments and Contingencies Accounts payable total $ 4,288,183 and $ 4,653,644 as of March 31, 2026 and December 31, 2025, respectively. License Obligation, Legal Expenses, and Manufacturing Agreements The Company entered into an exclusive license agreement with The Henry M. Jackson Foundation (“HJF”) in April 2009, as amended, pursuant to which it acquired exclusive marketing rights to GP2, the Company’s product candidate. In consideration for such licensed rights, the Company issued HJF 202,619 shares of the Company’s common stock valued at $ 0.267 per share, which is amortized over 15 years at $ 3,607 per year. Pursuant to the exclusive license agreement, the Company is required to pay an annual maintenance fee, milestone payments and royalty payments based on sales of GP2 and to reimburse HJF for patent expenses related to GP2. The Company currently depends on third-party contract manufacturers for all required raw materials, active pharmaceutical ingredients, and finished product candidate for the Company’s clinical trials. 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 March 31, 2026 and December 31, 2025. 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. 6. Stockholders’ Equity As of March 31, 2026, 893,181 shares of the 908,362 shares of the common stock grant, which includes an additional grant of 120 shares issued during the vesting period due to rounding up of fractional shares, had vested at approximately $ 2,009,657 value and 15,181 shares remain unvested and unrecognized at approximately $ 34,157 value. There were no shares vested during the three months ended March 31, 2026 and 2025. 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, 2026 and March 31, 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 367,547 shares of its common stock at an average offering price of $ 25.33 per share for gross proceeds of $ 9,309,189 and net proceeds of $ 9,029,912 , after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totalled $ 279,277 . Between January 1, 2025 and March 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 39,918 shares of its common stock at an average offering price of $ 12.52 per share for gross proceeds of $ 499,936 and net proceeds of $ 492,423 , after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totalled $ 7,513 . 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. - 8 - Options On June 22, 2022, prior to the close of the Nasdaq market, 1,498,128 shares of common stock were granted to employees, consultants, and directors issuable upon exercise of outstanding stock options under the Company’s 2019 Equity Incentive Plan at an exercise price of $ 7.63 per share, which was the most recent prior closing share price on June 21, 2022. The options had a fair value on the grant date of $ 9,512,356 , based on a risk-free rate of 3.2 % and an annualized volatility of 106 %. As of March 31, 2026, $ 8,977,282 was expensed and $ 535,074 may be expensed in the future if and as vesting occurs. As of March 31, 2025, $ 6,599,194 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 %. As of March 31, 2026, $ 9,623,699 was expensed and $ 6,566,866 may be expensed in the future if and as vesting occurs. As of March 31, 2025, $ 5,824,931 was expensed. Vesting will be 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. 7. 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 expense. As the Company does not currently generate revenues or profit, the CODM evaluates performance, makes decisions, allocates resources, and plans future activities through analysis of segment expense information. The CODM also monitors the Company’s cash and cash equivalents and net cash used in operations as reported on the balance sheet and the statement of cash flows, respectively. The measure of total segment assets is reported on the balance sheet as total assets. 8. Subsequent Events The Company has evaluated events through the filing date of this Quarterly Report on Form 10-Q, 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 April 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 12,215 shares of its common stock at an average offering price of $ 26.22 per share for gross proceeds of $ 320,279 and net proceeds of $ 310,664 , after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totalled $ 9,615 . - 9 -