{"url_path":"/sec/glsi/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 FORM 10-K SUMMARY**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1799788/0001493152-26-026651-index.html","accession_number":"0001493152-26-026651","cik":"0001799788","ticker":"GLSI","issuer_name":"Greenwich LifeSciences, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1799788/0001493152-26-026651-index.html","primary_entity_key":"0001799788","primary_entity_name":"Greenwich LifeSciences, Inc."},"word_count":7275,"has_tables":true,"body_markdown":"**ITEM\n16. FORM 10-K SUMMARY**\n\n \n\nNone.\n\n \n\n67\n\n[Table of Contents](#toc_001)\n\n \n\n**SIGNATURES**\n\n \n\nPursuant\nto 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\non its behalf by the undersigned, thereunto duly authorized.\n\n \n\n \nGREENWICH\nLIFESCIENCES, INC.\n\n \n \n\n \n*/s/\nSnehal Patel*\n\nJune 1, 2026\nChief\nExecutive Officer (Principal Executive Officer and Principal Accounting and Financial Officer)\n\n \n\n**POWER\nOF ATTORNEY**\n\n \n\nKNOW\nALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Snehal Patel as his or\nher attorney-in-fact, with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all\namendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith,\nwith the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and\nevery act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could\ndo in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause\nto be done by virtue hereof.\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the\nRegistrant and in the capacities and on the dates indicated.\n\n \n\n**SIGNATURE**\n \n**TITLE**\n \n**DATE**\n\n \n \n \n \n \n\n*/s/\nSnehal Patel*\n \nChief\nExecutive Officer and Director\n \nJune 1, 2026\n\nSnehal\nPatel\n \n(Principal\nExecutive Officer and Principal Accounting and Financial Officer)\n \n \n\n \n \n \n \n \n\n*/s/\nF. Joseph Daugherty*\n \nChief\nMedical Officer and Director\n \nJune 1, 2026\n\nF.\nJoseph Daugherty\n \n \n \n \n\n \n \n \n \n \n\n*/s/\nDavid McWilliams*\n \nDirector\n \nJune 1, 2026\n\nDavid\nMcWilliams\n \n \n \n \n\n \n \n \n \n \n\n*/s/\nEric Rothe*\n \nDirector\n \nJune 1, 2026\n\nEric\nRothe\n \n \n \n \n\n \n \n \n \n \n\n*/s/\nKenneth Hallock*\n \nDirector\n \nJune 1, 2026\n\nKenneth\nHallock\n \n \n \n \n\n \n\n68\n\n[Table of Contents](#toc_001)\n\n \n\n**GREENWICH\nLIFESCIENCES, INC.**\n\n** **\n\n**Index\nto Financial Statements**\n\n \n\n[Report\nof Independent Registered Public Accounting Firm](#abc_001) (PCAOB ID: 206)\nF-2\n\n \n \n\n[Balance\nSheets as of December 31, 2025 and 2024](#f_002)\nF-3\n\n \n \n\n[Statements\nof Operations for the years ended December 31, 2025 and 2024](#f_003)\nF-4\n\n \n \n\n[Statements\nof Stockholders’ Equity for the years ended December 31, 2025 and 2024](#f_004)\nF-5\n\n \n \n\n[Statements\nof Cash Flows for the years ended December 31, 2025 and 2024](#f_005)\nF-6\n\n \n \n\n[Notes\nto Financial Statements](#f_006)\nF-7\n\n \n\nF-1\n\n[Table of Contents](#toc_001) \n\n \n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo\nthe Stockholders and Board of Directors of\n\nGreenwich\nLifeSciences, Inc.\n\n** **\n\n**Opinion\non the Financial Statements**\n\n** **\n\nWe\nhave audited the accompanying balance sheets of Greenwich LifeSciences, Inc. (the “Company”) as of December 31, 2025 and\n2024, and the related statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related\nnotes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,\nin all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and\nits cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**Going\nConcern Matter**\n\n \n\nThe\naccompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note\n2 to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability\nto continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements\ndo not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**Restatement\nto Correct Previously Issued Financial Statements**\n\n \n\nAs\ndiscussed in Note 4 to the financial statements, the Company has restated its financial statements as of and for the year ended December\n31, 2024 to correct misstatements.\n\n** **\n\n**Basis\nfor Opinion**\n\n** **\n\nThese\nfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s\nfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board\n(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal\nsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe\nconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits\nwe are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error\nor fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits\nprovide a reasonable basis for our opinion.\n\n \n\n**Critical\nAudit Matters**\n\n \n\nCritical\naudit matters are matters arising from the current period audit of the financial statements that were communicated or required to be\ncommunicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and\n(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.\n\n \n\n*/s/\nMaloneBailey, LLP*\n\nwww.malonebailey.com\n\nWe\nhave served as the Company’s auditor since 2025.\n\nHouston,\nTexas\n\nJune 1, 2026\n\n \n\nF-2\n\n[Table of Contents](#toc_001) \n\n \n\n**GREENWICH\nLIFESCIENCES, INC.**\n\n**BALANCE\nSHEETS**\n\n**AS\nOF DECEMBER 31, 2025 AND 2024**\n\n \n\n  \n2025  \n\n2024\n\n(As Restated)\n\n \n\nAssets \n    \n   \n\nCurrent assets \n    \n   \n\nCash \n$6,178,021  \n$4,091,990 \n\nTotal current assets \n 6,178,021  \n 4,091,990 \n\nAcquired patents, net \n —  \n 1,779 \n\nTotal assets \n$6,178,021  \n$4,093,769 \n\n  \n    \n   \n\nLiabilities and stockholders’ equity \n    \n   \n\nCurrent liabilities \n    \n   \n\nAccounts payable & accrued interest \n$4,874,489  \n$2,802,946 \n\nDeferred compensation \n 673,819  \n 306,281 \n\nUnreimbursed expenses \n 276,496  \n 75,916 \n\nTotal current liabilities \n 5,824,804  \n 3,185,143 \n\nTotal liabilities \n 5,824,804  \n 3,185,143 \n\n  \n    \n   \n\nStockholders’ equity \n    \n   \n\n  \n    \n   \n\nCommon 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 \n 14,299  \n 13,153 \n\n  \n    \n   \n\nAdditional paid-in capital \n 87,475,924  \n 68,674,261 \n\nAccumulated deficit \n (87,137,006) \n (67,778,788)\n\nTotal stockholders’ equity \n 353,217  \n 908,626 \n\nTotal liabilities and stockholders’ equity \n$6,178,021  \n$4,093,769 \n\n \n\nThe accompanying notes are an integral part of these financial statements.\n\n \n\nF-3\n\n[Table of Contents](#toc_001) \n\n \n\n**GREENWICH\nLIFESCIENCES, INC.**\n\n**STATEMENTS\nOF OPERATIONS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n  \n2025  \n\n2024\n\n(As Restated)\n\n \n\nRevenue \n$—  \n$— \n\nOperating expenses \n    \n   \n\nResearch and development \n 17,220,401  \n 15,480,217 \n\nGeneral and administrative \n 2,227,517  \n 2,157,010 \n\nTotal operating expenses \n 19,447,918  \n 17,637,227 \n\nLoss from operations \n (19,447,918) \n (17,637,227)\n\nInterest income \n 89,700  \n 223,008 \n\nNet loss \n$(19,358,218) \n$(17,414,219)\n\nPer share information: \n   \n   \n\nNet loss per common share, basic and diluted \n$(1.43) \n$(1.34)\n\nWeighted average common shares outstanding, basic and diluted \n 13,534,994  \n 13,014,585 \n\n \n\nThe accompanying notes are an integral part of these financial statements.\n\n \n\nF-4\n\n[Table of Contents](#toc_001) \n\n \n\n**GREENWICH\nLIFESCIENCES, INC.**\n\n**STATEMENTS\nOF STOCKHOLDERS’ EQUITY**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n  \nShares  \nPar Amount  \nCapital  \nDeficit  \nEquity \n\n  \nCommon Stock  \n\nAdditional\n\nPaid-in\n  \n**Accumulated**  \n\nTotal\n\nStockholders’\n \n\n  \nShares  \nPar Amount  \nCapital  \nDeficit  \nEquity \n\n  \n   \n   \n   \n   \n  \n\nBalances, December 31, 2023 \n 12,848,165  \n$12,848  \n$57,052,130  \n$(50,364,569) \n$         6,700,409 \n\nStock-based compensation \n —  \n —  \n 7,253,327  \n —  \n 7,253,327 \n\nSale of common stock via ATM program, net of costs \n 129,739  \n 130  \n 1,868,981  \n —  \n 1,869,111 \n\nSale of common stock via Private Placement, net of costs \n 174,825  \n 175  \n 2,499,823  \n —  \n 2,499,998 \n\nNet loss (As Restated) \n —  \n —  \n —  \n (17,414,219) \n (17,414,219)\n\nBalances, December 31, 2024 (As Restated) \n 13,152,729  \n$13,153  \n$68,674,261  \n$(67,778,788) \n$908,626 \n\nBalance \n 13,152,729  \n$13,153  \n$68,674,261  \n$(67,778,788) \n$908,626 \n\nStock-based compensation \n —  \n —  \n 6,803,325  \n —  \n 6,803,325 \n\nSale of common stock via ATM program, net of costs \n 1,125,543  \n 1,126  \n 11,853,358  \n —  \n 11,854,484 \n\nNet proceeds from exercise of remaining underwriter warrants \n 20,174  \n 20  \n 144,980  \n —  \n 145,000 \n\nNet loss **** \n —  \n —  \n —  \n (19,358,218) \n (19,358,218)\n\nBalances, December 31, 2025 \n 14,298,446  \n$14,299  \n$87,475,924  \n$(87,137,006) \n$353,217 \n\nBalance \n 14,298,446  \n$14,299  \n$87,475,924  \n$(87,137,006) \n$353,217 \n\n \n\nThe accompanying notes are an integral part of these financial statements.\n\n \n\nF-5\n\n[Table of Contents](#toc_001) \n\n \n\n**GREENWICH\nLIFESCIENCES, INC.**\n\n**STATEMENTS\nOF CASH FLOWS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n  \n2025  \n\n**2024**\n\n**(As\nRestated)**\n\n \n\nOperating\nactivities: \n    \n   \n\nNet\nloss \n$(19,358,218) \n$(17,414,219)\n\nAdjustments\nrequired to reconcile net loss to net cash used in operating activities: \n    \n   \n\nAmortization \n 1,779  \n 3,612 \n\nStock-based\ncompensation \n 6,803,325  \n 7,253,327 \n\nChanges\nin operating assets and liabilities: \n    \n   \n\nAccounts\npayable \n 2,071,543  \n 2,546,629 \n\nDeferred\ncompensation \n 367,538  \n 306,281 \n\nUnreimbursed\nexpenses (accrued) \n 200,580  \n 37,827 \n\nNet\ncash used in operating activities \n (9,913,453) \n (7,266,543)\n\nFinancing\nactivities: \n    \n   \n\nSale\nof common stock via ATM program, net of costs \n 11,854,484  \n 1,869,111 \n\nNet\nproceeds from exercise of remaining underwriter warrants \n 145,000  \n — \n\nSale\nof common stock via Private Placement, net of costs \n —  \n 2,499,998 \n\nNet\ncash provided by financing activities \n 11,999,484  \n 4,369,109 \n\nNet\nincrease (decrease) in cash \n 2,086,031 \n (2,897,434)\n\nCash,\nbeginning of period \n 4,091,990  \n 6,989,424 \n\nCash,\nend of period \n$6,178,021  \n$4,091,990 \n\n \n\nThe accompanying notes are an integral part of these financial statements.\n\n \n\nF-6\n\n[Table of Contents](#toc_001) \n\n \n\n**GREENWICH\nLIFESCIENCES, INC.**\n\n**NOTES\nTO FINANCIAL STATEMENTS**\n\n \n\n**1.\nOrganization and Description of the Business**\n\n \n\nGreenwich\nLifeSciences, Inc. (the “Company”) was incorporated in the state of Delaware in 2006 under the name Norwell, Inc. In March\n2018, Norwell, Inc. changed its name to Greenwich LifeSciences, Inc. In February 2023, Greenwich LifeSciences Europe Limited was incorporated\nas a wholly owned subsidiary in Ireland. The Company is developing a breast cancer immunotherapy focused on preventing the recurrence\nof breast cancer following surgery.\n\n \n\n**2.\nGoing Concern**\n\n \n\nThe\nCompany has prepared its financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy\nits liabilities in the normal course of business. However, the Company has incurred net losses since its inception and has negative operating\ncash flows. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying\nfinancial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of\nassets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s\nability to continue as a going concern.\n\n \n\nAs\nof December 31, 2025, the Company had cash of $6,178,021. For the foreseeable future, the Company’s ability to continue its operations\nis dependent upon its ability to obtain additional capital.\n\n \n\n**3.\nSignificant Accounting Policies**\n\n \n\n**Basis\nof Presentation**\n\n \n\nThe\naccompanying financial statements are presented in conformity with accounting principles generally accepted in the U.S. (“GAAP”)\nand pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”).\n\n \n\n**Use\nof Estimates**\n\n \n\nThe\npreparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the\namounts reported in its financial statements and accompanying notes. On an ongoing basis, management evaluates these estimates and judgments,\nwhich are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable\nunder the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may\ndiffer from management’s estimates.\n\n \n\n**Cash**\n\n \n\nCash\nconsists primarily of deposits with commercial banks and financial institutions. These cash deposits exceed the insured limits at individual\nbanks and financial institutions.\n\n \n\n**Impairment\nof Long-Lived Assets**\n\n \n\nThe\nCompany reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying value of the assets may\nnot be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that\nthe assets or the asset groups are expected to generate. If such assets are considered to be impaired, the impairment to be recognized\nis measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the estimated discounted\nfuture net cash flows arising from the assets or asset groups. No impairment losses on long-lived assets have been recorded through December\n31, 2025.\n\n \n\n**Leases**\n\n \n\nIn\nFebruary 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02-Leases (Topic 842), which significantly amends\nthe way companies are required to account for leases. Under the updated leasing guidance, some leases that did not have to be reported\npreviously are now required to be presented as an asset and liability on the balance sheet. In addition, for certain leases, what was\npreviously classified as an operating expense must now be allocated between amortization expense and interest expense. The Company elected\nto adopt this update using the modified retrospective transition method and prior periods have not been restated. The current monthly\nrent is approximately $4,445. The month-to-month sub-lease is from a related party and the underlying lease expires in July of 2026.\nThe Company has elected the practical expedient to not record right of use asset and lease obligation liability for leases with terms\nof less than 12 months.\n\n \n\n**Stock-Based\nCompensation**\n\n \n\nCompensation\nexpense related to warrants and stock granted to employees and non-employees is measured at the grant date based on the estimated fair\nvalue of the award and is recognized on a straight-line basis over the requisite service period in the Company’s statements of\nincome. Forfeitures are recognized as a reduction of stock-based compensation expense as they occur. Accounting guidance requires forfeitures\nto be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.\nThe Company has limited historical experience with forfeitures and were based on management’s estimates. Stock-based compensation\nexpense for an award with a performance condition is recognized when the achievement of such performance condition is determined to be\nprobable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized\nand any previously recognized compensation expense is reversed.\n\n \n\n**Research\nand Development Costs**\n\n \n\nResearch\nand development expenses are charged to operations as incurred. Research and development expenses include, among other things, salaries,\ncosts of outside collaborators and outside services, and supplies.\n\n \n\nF-7\n\n[Table of Contents](#toc_001) \n\n \n\n**GREENWICH\nLIFESCIENCES, INC.**\n\n**NOTES\nTO FINANCIAL STATEMENTS**\n\n \n\n**Income\nTaxes**\n\n \n\nThe\nCompany’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue\nService and other tax authorities. In addition, the calculation of tax liabilities involves dealing with uncertainties in the application\nof complex tax regulations.\n\n \n\n**Basic\nand Diluted Loss per Share**\n\n \n\nThe\nCompany computes loss per share in accordance with Accounting Standards Codification (“ASC”) 260 — Earnings per Share.\nASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statements of operations.\nBasic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares\noutstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the\nperiod using the treasury stock method and convertible notes payable using the if-converted method. Diluted EPS excludes all dilutive\npotential shares if their effect is antidilutive. During periods of net loss, all common stock equivalents are excluded from the diluted\nEPS calculation because they are antidilutive.\n\n \n\nAs\nof December 31, 2025 the Company had no common stock equivalents related to warrants outstanding. As of December 31, 2024, the Company\nhad common stock equivalents related to warrants outstanding to acquire 20,174 shares of the Company’s common stock.\n\n \n\nAs\nof December 31, 2025 and 2024, the Company had common stock equivalents related to options outstanding to acquire 3,226,065 and 3,126,065\nshares of the Company’s common stock, respectively.\n\n \n\nAs\nof December 31, 2025 and 2024, the Company has no common stock equivalents related to convertible preferred stock issued and outstanding.\n\n \n\n**Recently\nAdopted Accounting Pronouncements**\n\n \n\nIn\nJune 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial\nInstruments. The main objective of the standard is to provide financial statement users with more decision-useful information about the\nexpected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.\nTo achieve this objective, the amendments in this standard replace the incurred loss impairment methodology in current GAAP with a methodology\nthat reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform\ncredit loss estimates. The update is effective for the Company beginning January 1, 2023 with early adoption permitted. The Company adopted\nthe standard on January 1, 2023. The adoption of this standard did not have a material effect on the Company’s audited consolidated\nfinancial statements and related disclosures.\n\n \n\nIn October\n2024, the FASB issued ASU 2024-03, which requires public business entities to provide detailed disclosures of specific expense categories—such\nas employee compensation, depreciation, and amortization—within the relevant expense captions on the income statement (e.g., Cost\nof Sales, SG&A). The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years\nbeginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its\nfinancial statement disclosures. As this guidance relates to disclosure only, it is not expected to have a material impact on the Company’s\nfinancial position or results of operations.\n\n \n\n**Recently\nIssued Accounting Pronouncements Not Yet Adopted**\n\n \n\nIn\n*July 2023,*the FASB issued ASU *No 2023*-*03,* “Presentation of Financial Statements (Topic *205*), Income\nStatement—Reporting Comprehensive Income (Topic *220*), Distinguishing Liabilities from Equity (Topic *480*), Equity\n(Topic *505*), and Compensation—Stock Compensation (Topic *718*)” pursuant to SEC Staff Accounting Bulletin *No.\n120,* which adds interpretive guidance for public companies to consider when entering into share-based payment transactions while\nin possession of material non-public information. The effective date of this update is for fiscal years beginning after *December 15,\n2023,*including interim periods within those fiscal years. The Company does *not* expect the adoption to have a material impact\non our consolidated financial statements.\n\n \n\nIn\nOctober 2023, the FASB issued ASU 2023-06—Codification Amendments in Response to the SEC’s Disclosure Update and Simplification\nInitiative. The main objective of the amendment is to modify the disclosure or presentation requirements of various Topics in the Codification.\nCertain amendments represent clarifications to or technical corrections of the current requirements. to eliminate disclosure requirements\nthat were redundant, duplicative, overlapping, outdated, or superseded. The effective date for each amendment will be when the SEC’s\nremoval of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company\nis still evaluating the impact of the adoption of this standard.\n\n \n\n**4.\nRestatement of Previously Issued Financial Statements**\n\n \n\nIn\nconnection with an improved accounts payable estimation process and the preparation of the Company’s financial statements for\nthe fiscal year ended December 31, 2025, the Company discovered an error related to the prior year. The Company had recorded\nexpenses of $1.6\nmillion that were related to 2024 that were not accounted for as accounts payable related to research and development expenses. The\nerror became material due to the large global Phase III clinical trial underway and the unexpectedly large increase in screening and patient\nenrollment in 2024 and 2025. This rapid expansion led to unanticipated delays in receiving invoices from clinical\ntrial partners in Europe. The restatement results in an increase of accounts payable of $1.6 million\nfor the year ended December 31, 2024 and increase in research and development expenses for the year ended December 31, 2024 and a corresponding\ndecrease in research and development expenses for the March 31, 2025, June 30, 2025, and September 30, 2025 and year ended December 31,\n2025 financial statements.\n\n \n\nIn\naddition, the Company reclassified cash compensation and options expense between research and development and general and\nadministration in 2024 and 2025, which does not contribute to the change in total operating expenses for any period and follows the\nnature of the increased clinical trial activities of employees, management, directors, and consultants. The reclassification of cash\ncompensation and options expense between research and development and general and administration results in an increase to research\nand development expense and a decrease to general and administrative expense.\n\n \n\nThere were no impacts to net cash used in operating activities for any period. The\nimpacts of the restatement are summarized below in Section 4a for 2024 and Section 4b for 2025 financials.\n\n \n\n**4a. Restatement to December 31, 2024\nFinancials**\n\n \n\nSchedule\nImpacts of the Restatement are Summarized Below\n\n  \nAs Previously\n\nReported  \n\nImpact of Restatement\n  \n\nAs\n\nRestated\n \n\n  \nFor the Year Ended December 31,\n2024 \n\n  \nAs Previously\n\nReported  \n\nImpact of\n\nRestatement\n  \n\nAs\n\nRestated\n \n\nResearch and development(1) \n$12,952,029  \n$2,528,188  \n$15,480,217 \n\nGeneral and administrative(1) \n 3,059,788  \n (902,778) \n 2,157,010 \n\nTotal operating expenses \n 16,011,817  \n 1,625,410  \n 17,637,227 \n\n  \n    \n    \n   \n\nNet loss \n (15,788,809) \n (1,625,410) \n (17,414,219)\n\nNet loss per common share, basic and diluted \n (1.21) \n (0.13) \n (1.34)\n\n  \n    \n    \n   \n\nNet cash used in operating activities \n (7,266,543) \n —  \n (7,266,543)\n\n  \n    \n    \n   \n\nTotal liabilities \n 1,559,733  \n 1,625,410  \n 3,185,143 \n\nTotal liabilities and stockholders’ equity \n$4,093,769  \n$—  \n$4,093,769 \n\n \n\n(1)\nIncludes\nreclassification of cash compensation and options expense between research and development and general and administration in 2024,\nwhich does not contribute to the change in total operating expenses for any period.\n\n \n\nAll\nreferenced amounts for prior periods in these financial statements and the notes herein reflect the balances and amounts on a\nrestated basis.\n\n \n\nF-8\n\n[Table of Contents](#toc_001) \n\n \n\n**4b.\nRestatement to March 31, 2025, June 30, 2025, and September 30, 2025 Financials**\n\n \n\n**GREENWICH\nLIFESCIENCES, INC.**\n\n**NOTES\nTO FINANCIAL STATEMENTS**\n\n \n\n  \nAs Previously\n\nReported  \n\nImpact of\n\nRestatement\n  \n\nAs\n\nRestated\n \n\n  \nThree Months Ended March 31, 2025 \n\n  \nAs Previously\n\nReported  \n\n**Impact of**\n\nRestatement\n\n  \n\n**As**\n\nRestated\n\n \n\nResearch and development(1) \n$2,601,122  \n$(329,974) \n$2,271,148 \n\nGeneral and administrative(1) \n 681,210  \n (183,608) \n 497,602 \n\nTotal operating expenses \n 3,282,332  \n (513,582) \n 2,768,750 \n\n  \n    \n    \n   \n\nNet loss \n (3,258,362) \n 513,582  \n (2,744,780)\n\nNet loss per common share, basic and diluted \n (0.25) \n 0.04  \n (0.21)\n\n  \n    \n    \n   \n\nNet cash used in operating activities \n (1,834,454) \n —  \n (1,834,454)\n\n  \n    \n    \n   \n\nTotal liabilities \n 1,438,524  \n 1,111,828  \n 2,550,352 \n\nTotal liabilities and stockholders’ equity \n$2,750,835  \n$—  \n$2,750,835 \n\n \n\n  \nAs Previously\n\nReported  \n\nImpact of\n\nRestatement\n  \n\nAs\n\nRestated\n \n\n  \nThree Months Ended June 30, 2025 \n\n  \nAs Previously\n\nReported  \n\n**Impact of**\n\nRestatement\n  \n\n**As**\n\nRestated\n\n \n\nResearch and development(1) \n$3,507,906  \n$(91,429) \n$3,416,477 \n\nGeneral and administrative(1) \n 538,047  \n (185,209) \n 352,838 \n\nTotal operating expenses \n 4,045,953  \n (276,638) \n 3,769,315 \n\n  \n    \n    \n   \n\nNet loss \n (4,025,278) \n 276,638  \n (3,748,640)\n\nNet loss per common share, basic and diluted \n (0.30) \n 0.02  \n (0.28)\n\n  \n    \n    \n   \n\nNet cash used in operating activities \n N/A  \n -  \n N/A \n\n  \n    \n    \n   \n\nTotal liabilities \n 1,685,609  \n 835,190  \n 2,520,799 \n\nTotal liabilities and stockholders’ equity \n$3,125,101  \n$—  \n$3,125,101 \n\n \n\n  \nAs Previously\n\nReported  \n\nImpact of\n\nRestatement\n  \n\nAs\n\nRestated\n \n\n  \nSix Months Ended June 30, 2025 \n\n  \nAs Previously\n\nReported  \n\n****\n\n**Impact of**\n\nRestatement\n  \n\n**As**\n\nRestated\n\n \n\nResearch and development(1) \n$6,109,028  \n$(421,403) \n$5,687,625 \n\nGeneral and administrative(1) \n 1,219,257  \n (368,817) \n 850,440 \n\nTotal operating expenses \n 7,328,285  \n (790,220) \n 6,538,065 \n\n  \n    \n    \n   \n\nNet loss \n (7,283,640) \n 790,220  \n (6,493,420)\n\nNet loss per common share, basic and diluted \n (0.55) \n 0.06  \n (0.49)\n\n  \n    \n    \n   \n\nNet cash used in operating activities \n (4,067,557) \n —  \n (4,067,557)\n\n  \n    \n    \n   \n\nTotal liabilities \n 1,685,609  \n 835,190  \n 2,520,799 \n\nTotal liabilities and stockholders’ equity \n$3,125,101  \n$—  \n$3,125,101 \n\n \n\n  \nAs Previously\n\nReported  \n\nImpact of\n\nRestatement\n  \n\nAs\n\nRestated\n \n\n  \n\nThree Months Ended September 30, 2025\n\n \n\n  \nAs Previously\n\nReported  \n\n**Impact of**\n\nRestatement\n\n  \n\n**As**\n\nRestated\n\n \n\nResearch and development(1) \n$3,521,576  \n$(254,436) \n$3,267,140 \n\nGeneral and administrative(1) \n 653,066  \n (186,140) \n 466,926 \n\nTotal operating expenses \n 4,174,642  \n (440,576) \n 3,734,066 \n\n  \n    \n    \n   \n\nNet loss \n (4,151,845) \n 440,576  \n (3,711,269)\n\nNet loss per common share, basic and diluted \n (0.30) \n 0.03  \n (0.27)\n\n  \n    \n    \n   \n\nNet cash used in operating activities \n N/A  \n -  \n N/A \n\n  \n    \n    \n   \n\nTotal liabilities \n 1,622,001  \n 394,614  \n 2,016,615 \n\nTotal liabilities and stockholders’ equity \n$3,806,978  \n$—  \n$3,806,978 \n\n \n\n  \nAs Previously\n\nReported  \n\nImpact of\n\nRestatement\n  \n\nAs\n\nRestated\n \n\n  \n\nNine Months Ended September 30, 2025\n\n \n\n  \nAs Previously\n\nReported  \n\n**Impact of**\n\nRestatement\n\n  \n\n**As**\n\nRestated\n\n \n\nResearch and development(1) \n$9,630,604  \n$(675,839) \n$8,954,765 \n\nGeneral and administrative(1) \n 1,872,323  \n (554,957) \n 1,317,366 \n\nTotal operating expenses \n 11,502,927  \n (1,230,796) \n 10,272,131 \n\n  \n    \n    \n   \n\nNet loss \n (11,435,485) \n 1,230,796  \n (10,204,689)\n\nNet loss per common share, basic and diluted \n (0.85) \n 0.09  \n (0.76)\n\n  \n    \n    \n   \n\nNet cash used in operating activities \n (6,738,796) \n —  \n (6,738,796)\n\n  \n    \n    \n   \n\nTotal liabilities \n 1,622,001  \n 394,614  \n 2,016,615 \n\nTotal liabilities and stockholders’ equity \n$3,806,978  \n$—  \n$3,806,978 \n\n \n\n(1)\nIncludes\nreclassification of cash compensation and options expense between research and development and general and administration in 2025, which\ndoes not contribute to the change in total operating expenses for any period.\n\n \n\nAll\nreferenced amounts for prior periods in these financial statements and the notes herein reflect the balances and amounts on a\nrestated basis.\n\n \n\nF-9\n\n[Table of Contents](#toc_001) \n\n \n\n**GREENWICH\nLIFESCIENCES, INC.**\n\n**NOTES\nTO FINANCIAL STATEMENTS**\n\n \n\n**5.\nRelated Party Transactions**\n\n \n\nThe\nmonth-to-month sub-lease described in Section 3 is from a related party. The current monthly rent is approximately $4,445, which has been\npaid each month by the Company for the full years ending December 31, 2025 and 2024.\n\n \n\nUnreimbursed\nexpenses for clinical trial and shipping costs, travel expenses, all Euro denomination-based expenses, and other miscellaneous expenses\nhave been accrued and incurred by Snehal Patel and two family members who are contracted or employed\nby the Company, which total $276,496\nas of December 31, 2025 and $75,916\nas of December 31, 2024. The total reimbursements submitted\nfor the full years ending December 31, 2025 and 2024 were approximately $3.8 million and\n$1.8 million, respectively.\n\n \n\nBonus\ncompensation of $367,538\nfor senior management for services provided in 2025 has been\ndeferred. Bonus compensation of $306,281\nfor senior management for services provided in 2024 has been\ndeferred. The total outstanding deferred compensation for the full years ending December 31, 2025 and 2024 were $673,819 and $306,281,\nrespectively.\n\n \n\nOn\nJune 13, 2024, the Company completed a private placement offering pursuant to which it issued and sold 174,825 shares of its common stock\nat 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.\nMr. Patel agreed to a one year lock-up agreement with respect to his shares of common stock acquired in the offering.\n\n \n\nTwo other members of Snehal Patel’s family\nare contracted or employed by the Company. The total cash compensation paid to the two family members\nfor the full years ending December 31, 2025 and 2024 were approximately $249,000 and\n$224,000, respectively. The total option compensation\npaid to the two family members for the full years ending December 31, 2025 and 2024 were approximately $266,000\nand $270,000,\nrespectively.\n\n \n\n**6.\nIncome Taxes**\n\n \n\nSignificant\ncomponents of the Company’s deferred tax assets and liabilities were as follows:\n\n \n\nSchedule of Components of Deferred Tax Assets and Liabilities\n\n  \n2025  \n2024 \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\nDeferred tax assets: \n    \n   \n\nNet operating loss carryforwards \n 9,275,559  \n 6,639,032 \n\nValuation allowance \n (9,275,559) \n (6,639,032)\n\nTotal deferred tax assets \n —  \n — \n\n \n\nThe\nfederal income tax rate used for 2025 and 2024 was 21%. At December 31, 2025, the Company had federal net operating loss\n(“NOL”) carryforwards of approximately $44.2\nmillion that will expire in tax years up through 2037.\nThe NOLs generated in tax years 2018 and forward will carry forward indefinitely, but the deductibility of such federal net\noperating losses is limited. The NOL and tax credit carryforwards may be further subject to the application of Section 382 of the\nInternal Revenue Code of 1986, as amended (the “Code”), as discussed further below. The Company has provided a valuation\nallowance to offset the deferred tax assets due to the uncertainty of realizing the benefits of the net deferred tax\nasset.\n\n \n\nThe\nCompany’s issuances of common and preferred stock may have resulted in ownership changes as defined by Section 382 of the Code.\nThe Company has not conducted a Section 382 study to date. It is possible that a future analysis may result in the conclusion that a\nportion of the Company’s NOL carryforwards and R&D tax credit carryforwards will be limited due to Sections 382 and 383 of\nthe Code.\n\n \n\nThe\nCompany is subject to U.S. federal tax examinations by tax authorities for the years 2010 to 2009 due to the fact that NOL carryforwards\nexist going back to 2010 that may be utilized on a current or future year tax return.\n\n \n\n**7.\nCommitments and Contingencies**\n\n \n\n**License\nObligation, Legal Expenses, and Manufacturing Agreements**\n\n \n\nThe\nCompany entered into an exclusive license agreement with The Henry M. Jackson Foundation (“HJF”) in April 2009, as amended,\npursuant to which it acquired exclusive marketing rights to GP2, the Company’s product candidate. In consideration for such licensed\nrights, the Company issued HJF 202,619 shares of the Company’s common stock valued at $0.267 per share, which is amortized over\n15 years at $3,607 per year. Pursuant to the exclusive license agreement, the Company is required to pay an annual maintenance fee, milestone\npayments and royalty payments based on sales of GP2 and to reimburse HJF for patent expenses related to GP2. The Company currently depends\non third-party contract manufacturers for all required raw materials, active pharmaceutical ingredients, and finished product candidate\nfor the Company’s clinical trials.\n\n \n\nAccounts\npayable includes the following obligations to HJF which include accrued interest which totals $220,845 and\npatent expense reimbursement which totals $245,966 as of December 31, 2025 and 2024.\n\n \n\nF-10\n\n[Table of Contents](#toc_001) \n\n \n\n**GREENWICH\nLIFESCIENCES, INC.**\n\n**NOTES\nTO FINANCIAL STATEMENTS**\n\n \n\n**Deferred\nCompensation**\n\n \n\nBonus\ncompensation of $367,538 for senior management for services provided in 2025 has been deferred. Bonus compensation of $306,281 for senior\nmanagement for services provided in 2024 has been deferred.\n\n** **\n\n**Legal\nProceedings**\n\n \n\nFrom\ntime to time, the Company may be involved in disputes, including litigation, relating to claims arising out of operations in the normal\ncourse of business. Any of these claims could subject the Company to costly legal expenses and, while management generally believes that\nthere will be adequate insurance to cover different liabilities at such time the Company becomes a public company and commences clinical\ntrials, the Company’s future insurance carriers may deny coverage or policy limits may be inadequate to fully satisfy any damage\nawards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on the results of\noperations and financial position. Additionally, any such claims, whether or not successful, could damage the Company’s reputation\nand business. The Company is currently not a party to any legal proceedings, the adverse outcome of which, in management’s opinion,\nindividually or in the aggregate, could have a material adverse effect on our results of operations or financial position.\n\n \n\n**8.\nStockholders’ Equity**\n\n \n\nOn\nSeptember 30, 2019, the board of directors and stockholders of the Company adopted the Greenwich LifeSciences, Inc. 2019 Equity Incentive\nPlan setting aside and reserving 1.5 million shares of common stock without any issuance of common stock or options under the plan. On\nDecember 19, 2024, the board of directors and stockholders of the Company amended the Greenwich LifeSciences, Inc. 2019 Equity Incentive\nPlan setting aside and reserving an additional 2.5 million shares of common stock for a total of 4 million shares of common stock (the\n“2024 Amended Equity Incentive Plan”).\n\n \n\nAs\nof December 31, 2025 and 2024, 893,181 shares of the 908,362 shares of the common stock grant, which includes an additional grant of\n120 shares issued during the vesting period due to rounding up of fractional shares, had vested at approximately $2,009,657 value and\n15,181 shares remain unvested and unrecognized at approximately $34,157 value. In 2025 and 2024, no shares of common stock grant vested.\n\n \n\nOn\nJanuary 23, 2022, the board of directors authorized the Company’s management to implement a stock repurchase program for up to\n$10 million of the Company’s common stock at any time. The term of the board of directors authorization of the repurchase program\nis until March 31, 2023. The repurchase program may be suspended or discontinued at any time and will be funded using the Company’s\nworking capital. As of December 31, 2023, approximately 519,828 shares of the Company’s common stock has been repurchased and cancelled\nat an aggregate purchase price, including all transactions costs, of approximately $7,536,216.\n\n \n\nOn\nJanuary 23, 2022, November 30, 2022, November 17, 2023, March 12, 2024, March 2, 2025, and December 27, 2025, the board of directors\nsequentially extended the lock-up of the shares owned by the Company’s directors, officers, and existing pre-IPO investors to September\n30, 2026 (approximately 72 months from date of the Company’s IPO). During this period, current officers, directors and certain\nshareholders will not be able to sell their shares of the Company’s common stock unless otherwise modified by the board of directors.\nAfter September 30, 2026, leak-out provisions will become effective unless otherwise modified by the board of directors.\n\n \n\nBetween\nJanuary 1, 2025 and December 31, 2025, the Company completed At The Market (“ATM”) offerings pursuant to its ATM\nagreement with H. C. Wainwright, in which it issued and sold a total of 1,125,543\nshares of its common stock at an average offering price of $10.85\nper share for gross proceeds of $12,210,213\nand net proceeds of $11,854,484,\nafter deducting underwriting discounts and commissions and offering expenses borne by the Company, which totaled $355,729.\n\n \n\nBetween\nJanuary 1, 2024 and December 31, 2024, the Company sold shares of its common stock pursuant to its ATM agreement with Jefferies and H.C.\nWainwright, 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\nfor gross proceeds of $2,065,366 and net proceeds of $1,869,111, after deducting underwriting discounts and commissions and offering\nexpenses borne by the Company, which totaled $196,257.\n\n \n\nOn\nJune 22, 2020, the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Certificate\nof Incorporation”), to effectuate a 1-for-2.67 reverse stock split of the Company’s issued and outstanding common and preferred\nstock. No fractional shares were issued and any fractional shares resulting from the stock split were rounded up to the nearest whole\nshare. All common and preferred stock share and per-share data and conversion or exercise price data for applicable common stock equivalents\nincluded in these financial statements have been retroactively adjusted to reflect the reverse stock split.\n\n \n\nF-11\n\n[Table of Contents](#toc_001) \n\n \n\n**GREENWICH\nLIFESCIENCES, INC.**\n\n**NOTES\nTO FINANCIAL STATEMENTS**\n\n \n\n**Initial\nPublic Offering (IPO)**\n\n \n\nOn\nSeptember 25, 2020, the Company completed its initial public offering (the “IPO”) pursuant to which it issued and sold 1,260,870\nshares 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,\nafter deducting underwriting discounts and commissions and offering expenses borne by the Company, which totaled $1,042,500. In addition,\nthe Company granted the underwriters a 45-day option to purchase up to 189,130 additional shares of common stock at the public offering\nprice, less offering expenses, to cover over-allotments, if any.\n\n \n\nOn\nSeptember 29, 2020, in connection with the completion of the IPO, the Company converted all of the outstanding shares of Series A Preferred\nStock into an aggregate of 1,520,937 shares of common stock, all of the outstanding shares of Series B Preferred Stock into an aggregate\nof 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\nstock and all of the outstanding shares of Series D Preferred Stock into an aggregate of 305,990 shares of common stock upon the closing\nof the IPO, which included the issuance of an aggregate of 42,404 additional shares of common stock upon the issuance and conversion\nof an additional 42,404 shares of Series D Preferred Stock issuable in connection with the IPO as a result of the anti-dilution protection\nset forth in the Company’s Certificate of Incorporation; based upon the IPO price of $5.75 per share.\n\n \n\nOn\nSeptember 29, 2020, in connection with the completion of the IPO, the board and stockholders of the Company approved the Company’s\nSecond Amended and Restated Bylaws and the filing of the Company’s Second Amended and Restated Certificate of Incorporation with\nthe 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\nshare 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\nentered into an employment agreement with Snehal Patel pursuant to which Mr. Patel will serve as the Company’s Chief Executive\nOfficer as described in the Company Current Report on Form 8-K filed with the SEC on October 1, 2020.\n\n \n\n**Follow-On\nOffering**\n\n \n\nOn\nDecember 22, 2020, the Company completed a follow-on offering pursuant to which it issued and sold 660,000 shares of its common stock\nat 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\ndiscounts and commissions and offering expenses borne by the Company, which totaled $2,441,000. In addition, the Company granted the\nunderwriters a 45-day option to purchase up to 99,000 additional shares of common stock at the public offering price, less offering expenses,\nto cover over-allotments, if any.\n\n \n\nOn\nJanuary 29, 2021, the underwriter exercised its option to purchase 70,000 additional shares of common stock at the public offering price\nof $40.00 per share for gross proceeds of $2,800,000 and net proceeds of $2,548,000, after deducting underwriting discounts and commissions\nand offering expenses borne by the Company, which totaled $252,000.\n\n \n\nF-12\n\n[Table of Contents](#toc_001) \n\n \n\n**GREENWICH\nLIFESCIENCES, INC.**\n\n**NOTES\nTO FINANCIAL STATEMENTS**\n\n \n\n**Warrants**\n\n \n\nPrior\nto the IPO, there were no outstanding warrants to purchase shares of common stock accounted for as equity or liabilities.\n\n \n\nOn\nSeptember 25, 2020, in connection with the IPO, the underwriter, Aegis Capital Corp., was issued a warrant to purchase 100,870 shares\nof common stock, representing 8% of the number of shares sold in the IPO, excluding the over-allotment option. The warrants will be exercisable\nat 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\nwarrants will be exercisable at a price equal to $7.1875 per share, which represents 125% of the public offering price per share of common\nstock sold in the IPO. In the event that a registration statement registering the common stock underlying the warrants is not effective,\nthe warrants may be exercised on a cashless basis. If the warrants are exercised for cash within the first six months of the period in\nwhich they are exercisable, the exercise price will be equal to 97% of 125% of the public offering price or $6.9718 per share.\n\n \n\nOn\nOctober 19, 2021, the underwriter warrants were partially exercised resulting in the issuance of 80,696 shares of common stock and gross\nproceeds to the Company of $562,596.\n\n \n\nIn\nSeptember 2025, the remaining underwriter warrants were exercised resulting in the issuance of 20,174 shares of common stock and gross\nproceeds to the Company of $145,000.\n\n \n\n**Options**\n\n \n\nOn\nJune 22, 2022, prior to the close of the Nasdaq market, 1,498,128 shares of common stock were granted to employees, consultants, and\ndirectors issuable upon exercise of outstanding stock options under the Company’s 2019 Equity Incentive Plan at an exercise price\nof $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\nof $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\n31, 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\nwill be based on time of service over a four year period.\n\n \n\nOn\nDecember 24, 2024, prior to the close of the Nasdaq market, 1,627,937 shares of common stock were granted to employees, consultants,\nand directors issuable upon exercise of outstanding stock options under the Company’s Amended 2024 Equity Incentive Plan at an\nexercise price of $12.16 per share, which was the most recent prior closing share price on December 23, 2024. The options had a fair\nvalue 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\nexpensed through December 31, 2025 and $7,516,558 will be expensed in the future if and as vesting occurs. As of December 31, 2024,\n$4,875,239 was expensed. Vesting will consist of 100,000 shares vesting upfront on December 24, 2024 and of the remaining shares, 25%\nvesting upfront on December 24, 2024 and 75% vesting based on time of service over a three year period.\n\n \n\nOn\nNovember 13, 2025, after the close of the Nasdaq market, 100,000\nshares of common stock were granted and vested to management\nissuable upon exercise of outstanding stock options under the Company’s Amended 2024 Equity Incentive Plan at an exercise price\nof $8.20\nper share, which was the closing share price on November 13,\n2025. The options had a fair value on the grant date of $626,469,\nbased on a risk-free rate of 3.7%\nand an annualized volatility of 101%,\nof which $626,469\nwas expensed through December 31, 2025.\n\n \n\n**Private\nPlacement**\n\n \n\nOn\nJune 13, 2024, prior to the close of the Nasdaq market, the Company completed a private placement offering pursuant to which it issued\nand 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\n12, 2024, to Snehal Patel, the Company’s Chief Executive Officer and director, for net proceeds of $2,499,998. No investment banking\nfees were paid in connection with the offering. Mr. Patel agreed to a one year lock-up agreement with respect to his shares of common\nstock acquired in the offering.\n\n \n\n**9.\nSegment Information**\n\n \n\nOperating\nsegments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief\noperating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s\nCODM is the Chief Executive Officer. The Company views its operations and manages its business as one operating segment, which includes\nall activities related to its clinical development programs. The determination of a single reportable segment is consistent with the\nfinancial information provided to the CODM. The CODM views and manages the Company’s clinical development programs as a single\nreportable segment for which all operations are centralized and does not evaluate any other discrete financial information. The accounting\npolicies of the Company’s single reportable segment are the same as those for the financial statements.\n\n \n\nSegment\nloss is measured as the Company’s net loss as reported on the statement of operations, which includes segment expenses such as\nresearch and development and general and administrative expenses and other segment items such as interest income. As the Company does\nnot currently generate revenues or profit, the CODM evaluates performance, makes decisions, allocates resources, and plans future activities\nthrough analysis of segment expense information. The CODM also monitors the Company’s cash and cash equivalents and net cash used\nin operations as reported on the balance sheet and the statement of cash flows, respectively. The measure of total segment assets is\nreported on the balance sheet as total assets.\n\n \n\n**10.\nSubsequent Events**\n\n \n\nThe\nCompany has evaluated events through, the filing date of this Annual Report on Form 10-K, and determined that there\nhave been no subsequent events that occurred that would require adjustments to our disclosures in the financial statements, other than\nthe following:\n\n \n\nBetween\nJanuary 1, 2026 and April 15, 2026, the Company completed At The Market (“ATM”) offerings pursuant to its ATM agreement with\nH. C. Wainwright, in which it issued and sold a total of 379,762\nshares of its common stock at an average offering price of\n$25.36\nper share for gross proceeds of $9,629,468\nand net proceeds of $9,340,576,\nafter deducting underwriting discounts and commissions and offering expenses borne by the Company, which totaled $288,892.\n\n \n\nTotal\nshares outstanding as of May 26, 2026, do not exclude 108,208 shares of common stock which were cancelled on January 10, 2026, due\nto breaches of agreements by an existing shareholder.\n\n \n\nF-13"}