Greenwich LifeSciences, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS GREENWICH LIFESCIENCES, INC. BALANCE SHEETS AS OF JUNE 30, 2025 AND DECEMBER 31, 2024 (UNAUDITED) June 30, 2025 December 31, 2024 Assets Current assets Cash $ 3,125,101 $ 4,091,990 Acquired patents, net — 1,779 Total assets $ 3,125,101 $ 4,093,769 Liabilities and stockholders’ deficit Current liabilities Accounts payable & accrued interest $ 1,296,476 $ 1,177,536 Deferred compensation – related party 306,281 306,281 Unreimbursed expenses – related party 82,852 75,916 Total current liabilities 1,685,609 1,559,733 Total liabilities 1,685,609 1,559,733 Stockholders’ equity Common stock, $ 0.001 par value; 100,000,000 shares authorized; 13,472,939 and 13,152,729 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 13,473 13,153 Additional paid-in capital 74,863,037 68,674,261 Accumulated deficit ( 73,437,018 ) ( 66,153,378 ) Total stockholders’ equity 1,439,492 2,534,036 Total liabilities and stockholders’ equity $ 3,125,101 $ 4,093,769 See accompanying notes to unaudited financial statements. - 3 - GREENWICH LIFESCIENCES, INC. STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024 (UNAUDITED) 2025 2024 2025 2024 Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenue $ — $ — $ — $ — Operating expenses Research and development 3,507,906 2,307,873 6,109,028 4,502,386 General and administrative 538,047 353,531 1,219,257 696,219 Total operating expenses 4,045,953 2,661,404 7,328,285 5,198,605 Loss from operations ( 4,045,953 ) ( 2,661,404 ) ( 7,328,285 ) ( 5,198,605 ) Interest Income 20,675 54,722 44,645 118,728 Net loss $ ( 4,025,278 ) $ ( 2,606,682 ) $ ( 7,283,640 ) $ ( 5,079,877 ) Per share information: Net loss per common share, basic and diluted $ ( 0.30 ) $ ( 0.20 ) $ ( 0.55 ) $ ( 0.39 ) Weighted average common shares outstanding, basic and diluted 13,370,983 12,906,867 13,271,820 12,882,896 See accompanying notes to unaudited financial statements. - 4 - GREENWICH LIFESCIENCES, INC. STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024 (UNAUDITED) Shares Par Amount Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity Common Stock Additional Total Shares Par Amount Paid-in Capital Accumulated Deficit Stockholders’ Equity Balances, December 31, 2023 12,848,165 $ 12,848 $ 57,052,130 $ ( 50,364,569 ) $ 6,700,409 Stock-based compensation — — 594,522 — 594,522 Sale of common stock via ATM program, net of costs 27,117 28 299,088 — 299,116 Net loss ( 2,473,195 ) ( 2,473,195 ) Balances, March 31, 2024 12,875,282 $ 12,876 $ 57,945,740 $ ( 52,837,764 ) $ 5,120,852 Stock-based compensation — — 594,522 — 594,522 Sale of common stock via ATM program, net of costs 17,580 17 266,725 — 266,742 Sale of common stock via Private Placement, net of costs 174,825 175 2,499,823 — 2,499,998 Net loss ( 2,606,682 ) ( 2,606,682 ) Balances, June 30, 2024 13,067,687 $ 13,068 $ 61,306,810 $ ( 55,444,446 ) $ 5,875,432 Balances, December 31, 2024 13,152,729 $ 13,153 $ 68,674,261 $ ( 66,153,378 ) $ 2,534,036 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 ( 3,258,362 ) ( 3,258,362 ) Balances, March 31, 2025 13,192,647 $ 13,193 $ 70,710,858 $ ( 69,411,740 ) $ 1,312,311 Balances 13,192,647 $ 13,193 $ 70,710,858 $ ( 69,411,740 ) $ 1,312,311 Stock-based compensation — — 1,544,214 — 1,544,214 Sale of common stock via ATM program, net of costs 280,292 280 2,607,965 — 2,608,245 Net loss ( 4,025,278 ) ( 4,025,278 ) Balances, June 30, 2025 13,472,939 $ 13,473 $ 74,863,037 $ ( 73,437,018 ) $ 1,439,492 Balances 13,472,939 $ 13,473 $ 74,863,037 $ ( 73,437,018 ) $ 1,439,492 See accompanying notes to unaudited financial statements. - 5 - GREENWICH LIFESCIENCES, INC. STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024 (UNAUDITED) 2025 2024 Six Months Ended June 30, 2025 2024 Operating activities: Net loss $ ( 7,283,640 ) $ ( 5,079,877 ) Adjustments required to reconcile net loss to net cash used in operating activities: Amortization 1,779 1,806 Stock-based compensation 3,088,428 1,189,044 Changes in operating assets and liabilities: Accounts payable 118,940 1,078,914 Unreimbursed expenses – related party (accrued) 6,936 ( 20,292 ) Net cash used in operating activities ( 4,067,557 ) ( 2,830,405 ) Financing activities: Sale of common stock via ATM program, net of costs 3,100,668 565,858 Sale of common stock via Private Placement, net of costs — 2,499,998 Net cash provided by (used in) financing activities 3,100,668 3,065,856 Net increase (decrease) in cash ( 966,889 ) 235,451 Cash, beginning of period 4,091,990 6,989,424 Cash, end of period $ 3,125,101 $ 7,224,875 See accompanying notes to unaudited financial statements. - 6 - GREENWICH LIFESCIENCES, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. Organization and Description of the Business Greenwich LifeSciences, Inc. (the “Company”) was incorporated in the state of Delaware in 2006 under the name Norwell, Inc. In March 2018, Norwell, Inc. changed its name to Greenwich LifeSciences, Inc. In February 2023, Greenwich LifeSciences Europe Limited was incorporated as a wholly owned subsidiary in Ireland. The Company is developing a breast cancer immunotherapy focused on preventing the recurrence of breast cancer following surgery. 2. Going Concern The Company has prepared its financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business. However, the Company has incurred net losses since its inception and has negative operating cash flows. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. As of June 30, 2025, the Company had cash of $ 3,125,101 . 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, 2024 and 2023 as reported in the Company’s Form 10-K have been omitted. Leases In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02-Leases (Topic 842), which significantly amends the way companies are required to account for leases. Under the updated leasing guidance, some leases that did not have to be reported previously are now required to be presented as an asset and liability on the balance sheet. In addition, for certain leases, what was previously classified as an operating expense must now be allocated between amortization expense and interest expense. The Company elected to adopt this update using the modified retrospective transition method and prior periods have not been restated. The current monthly rent is approximately $ 2,819 . 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 June 30, 2025 and December 31, 2024. Basic and Diluted Loss per Share As of June 30, 2025 and 2024, the Company had common stock equivalents related to warrants outstanding to acquire 20,174 shares of the Company’s common stock. As of June 30, 2025 and 2024, the Company had common stock equivalents related to options outstanding to acquire 3,126,065 and 1,498,128 shares of the Company’s common stock, respectively. As of June 30, 2025 and 2024, 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 2025 2024 Six Months Ended June 30, 2025 2024 Basic and diluted net loss per share calculation: Net loss, basic ( 7,283,640 ) ( 5,079,877 ) Change in fair value of warrants — — Net loss, diluted ( 7,283,640 ) ( 5,079,877 ) Weighted average common shares outstanding, basic and diluted 13,271,820 12,882,896 Net loss per common share, basic and diluted $ ( 0.55 ) $ ( 0.39 ) - 7 - 4. Related Party Transactions Unreimbursed expenses have been accrued and incurred by management, which total $ 82,852 as of June 30, 2025 and $ 75,916 as of December 31, 2024. Bonus compensation of $ 306,281 for senior management for services provided in 2024 has been deferred. 5. Commitments and Contingencies Accounts payable and accrued interest total $ 1,296,476 and $ 1,177,536 as of June 30, 2025 and December 31, 2024, respectively. License Obligation, Legal Expenses, and Manufacturing Agreements The Company entered into an exclusive license agreement with The Henry M. Jackson Foundation (“HJF”) in April 2009, as amended, pursuant to which it acquired exclusive marketing rights to GP2, the Company’s product candidate. In consideration for such licensed rights, the Company issued HJF 202,619 shares of the Company’s common stock valued at $ 0.267 per share, which is amortized over 15 years at $ 3,607 per year. Pursuant to the exclusive license agreement, the Company is required to pay an annual maintenance fee, milestone payments and royalty payments based on sales of GP2 and to reimburse HJF for patent expenses related to GP2. The Company currently depends on third-party contract manufacturers for all required raw materials, active pharmaceutical ingredients, and finished product candidate for the Company’s clinical trials. Accrued interest owed to HJF totals $ 220,845 as of June 30, 2025 and December 31, 2024. Deferred Compensation 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 June 30, 2025, 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 six months ended June 30, 2025 and 2024. On January 23, 2022, November 30, 2022, November 17, 2023, March 12, 2024, and March 2, 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 March 31, 2026 (approximately 66 months from date of the Company’s IPO). During this period, current officers, directors and certain shareholders will not be able to sell their shares of the Company’s common stock unless otherwise modified by the board of directors. After March 31, 2026, leak-out provisions will become effective unless otherwise modified by the board of directors. Between January 1, 2025 and June 30, 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 320,210 shares of its common stock at an average offering price of $ 9.95 per share for gross proceeds of $ 3,185,661 and net proceeds of $ 3,100,668 , after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totaled $ 84,993 . Between January 1, 2024 and June 30, 2024, the Company sold shares of its common stock pursuant to its ATM agreement with Jefferies, in which it issued and sold a total of 44,697 shares of its common stock at an average offering price of $ 14.07 per share for gross proceeds of $ 628,732 and net proceeds of $ 565,858 , after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totaled $ 62,874 . - 8 - Warrants At June 30, 2025, outstanding warrants to purchase shares of common stock accounted for as equity were as follows with an aggregate intrinsic value as of June 30, 2025 of $ 37,978 based on the June 30, 2025 closing share price of $ 9.07 : Schedule of Outstanding Warrants Shares Underlying Outstanding Warrants Exercise Price (1) Expiration Date (1) 20,174 $ 7.1875 September 24, 2025 20,174 (1) The warrants are exercisable at any time and from time to time, in whole or in part, during a period commencing March 24, 2021 and expiring September 24, 2025 . The exercise price of the warrants is $ 7.1875 per share or $ 6.9718 per share if the warrants are exercised for cash within the first six months of the period in which they are exercisable. Options On June 22, 2022, prior to the close of the Nasdaq market, 1,498,128 shares of common stock were granted to employees, consultants, and directors issuable upon exercise of outstanding stock options under the Company’s 2019 Equity Incentive Plan at an exercise price of $ 7.63 per share, which was the most recent prior closing share price on June 21, 2022. The options had a fair value on the grant date of $ 9,512,356 , based on a risk-free rate of 3.2 % and an annualized volatility of 106 %. As of June 30, 2025, $ 7,193,716 was expensed and $ 2,318,640 may be expensed in the future if and as vesting occurs. As of June 30, 2024, $ 4,815,628 was expensed. Vesting will be based on time of service over a four year period and certain additional performance milestones for senior management, primarily related to the Phase III clinical trial. 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 June 30, 2025, $ 6,774,623 was expensed and $ 9,415,942 may be expensed in the future if and as vesting occurs. Vesting will be based on time of service over a three year period with certain additional retention milestones for senior management. 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. 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 July 1, 2025 and July 28, 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 157,318 shares of its common stock at an average offering price of $ 10.49 per share for gross proceeds of $ 1,650,575 and net proceeds of $ 1,601,059 , after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totaled $ 49,516 . - 9 -