UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
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Filed by a Party other than the Registrant ☐
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Preliminary
Proxy Statement
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Confidential,
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to § 240.14a-12
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Greenwich
LifeSciences, Inc.
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(Name
of Registrant as Specified in its Charter)
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of Person(s) Filing Proxy Statement, if other than the Registrant)
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Greenwich
LifeSciences, Inc.
3992
Bluebonnet Drive, Bldg 14
Stafford,
TX 77477
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
Be Held on December 15, 2021
Dear
Stockholders:
You
are cordially invited to attend the annual meeting of stockholders of Greenwich LifeSciences, Inc. to consider and act upon the following
matters:
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1
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To
elect five (5) members to our Board of Directors;
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2
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To
ratify the appointment of Malone Bailey LLP as our independent registered public accounting firm for the fiscal year ending December
31, 2021; and
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3
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To
transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
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Greenwich
LifeSciences’ Board of Directors has fixed the close of business on October 18, 2021 as the record date for a determination of
stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.
If
You Plan to Attend
Please
note that space limitations make it necessary to limit attendance of the Annual Meeting to our stockholders. Registration and seating
will begin at 8:30 a.m. Shares of common stock can be voted at the Annual Meeting only if the holder thereof is present in person or
by valid proxy.
For
admission to the Annual Meeting, each stockholder may be asked to present valid picture identification, such as a driver’s license
or passport, and proof of stock ownership as of the record date, such as the enclosed proxy card or a brokerage statement reflecting
stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting, If you do not plan
on attending the Annual Meeting, please vote, date and sign the enclosed proxy and return it in the business envelope provided. Even
if you do plan to attend the Annual Meeting, we recommend that you vote your shares at your earliest convenience in order to ensure your
representation at the Annual Meeting. Your vote is very important.
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on December 15, 2021 at 9:00 a.m. local time at
Sheppard Mullin Richter & Hampton LLP, 30 Rockefeller Plaza, New York, NY 10112.
The
proxy statement and annual report to stockholders are available at www.pstvote.com/greenwich2021
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By
the Order of the Board of Directors
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/s/
Snehal S. Patel
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Snehal
S. Patel
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Chief
Executive Officer
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Dated:
October 19, 2021
Whether
or not you expect to attend the Annual Meeting in person, we urge you to vote your shares at your earliest convenience. This will ensure
the presence of a quorum at the Annual Meeting. Promptly voting your shares will save Greenwich LifeSciences the expenses and extra work
of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you
wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if your desire to
do so, as your proxy is revocable at your option. Your vote is important, so please act today!
Greenwich
LifeSciences, Inc.
3992
Bluebonnet Drive, Bldg 14
Stafford,
TX 77477
PROXY
STATEMENT FOR THE
2021
ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON DECEMBER 15, 2021
The
Board of Directors (the “Board”) of Greenwich LifeSciences, Inc. (“Greenwich” or the “Company”) is
soliciting your proxy to vote at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at Sheppard Mullin
Richter & Hampton LLP, 30 Rockefeller Plaza, New York, NY 10112, on December 15, 2021, at 9:00 a.m. local time, including
at any adjournments or postponements of the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described
in this proxy statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete,
sign and return the enclosed proxy card if you received paper copies of the proxy materials, or follow the instructions below to submit
your proxy over the Internet.
In
accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected
to provide our beneficial owners and stockholders of record access to our proxy materials over the Internet. Beneficial owners are stockholders
whose shares of our common stock are held in the name of a broker, bank or other agent (i.e., in “street name”). Accordingly,
a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed on or about October 19, 2021 to our beneficial
owners and stockholders of record who owned our common stock at the close of business on October 18, 2021. Beneficial owners and stockholders
of record will have the ability to access the proxy materials on a website referred to in the Notice or request that a printed set of
the proxy materials be sent to them by following the instructions in the Notice. Beneficial owners and stockholders of record who have
previously requested to receive paper copies of our proxy materials will receive paper copies of the proxy materials instead of a Notice.
QUESTIONS
AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING
Why
did I Receive a Notice of Internet Availability of Proxy Materials in the Mail instead of a Full Set of Proxy Materials?
We
are pleased to take advantage of the SEC rule that allows companies to furnish their proxy materials over the Internet. Accordingly,
we have sent to our stockholders of record a Notice of Internet Availability of Proxy Materials. Instructions on how to access the proxy
materials over the Internet free of charge or to request a paper copy may be found in the Notice. Our stockholders may request to receive
proxy materials in printed form by mail or electronically on an ongoing basis. A stockholder’s election to receive proxy materials
by mail or electronically will remain in effect until the stockholder changes the stockholder’s election.
What
Does it Mean if I Receive More than One Notice?
If
you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting
instructions on each Notice to ensure that all of your shares are voted.
How
do I attend the Annual Meeting?
The
Annual Meeting will be held on December 15, 2021, at 9:00 a.m. local time at Sheppard Mullin Richter & Hampton LLP, 30 Rockefeller
Plaza, New York, NY 10112. Directions to the Annual Meeting may be found at the back of this Proxy Statement. Information on how
to vote in person at the Annual Meeting is discussed below.
Who
May Attend the Annual Meeting?
Only
record holders and beneficial owners of our common stock, or their duly authorized proxies, may attend the Annual Meeting. If your shares
of common stock are held in street name, you will need to bring a copy of a brokerage statement or other documentation reflecting your
stock ownership as of the Record Date.
Who
is Entitled to Vote?
The
Board has fixed the close of business on October 18, 2021 as the record date (the “Record Date”) for the determination
of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. On the Record Date,
there were 13,018,061 shares of common stock outstanding. Each share of common stock represents one vote that may be voted on each proposal
that may come before the Annual Meeting.
What
is the Difference Between Holding Shares as a Record Holder and as a Beneficial Owner (Holding Shares in Street Name)?
If
your shares are registered in your name with our transfer agent, Philadelphia Stock Transfer, Inc., you are the “record holder”
of those shares. If you are a record holder, these proxy materials have been provided directly to you by the Company.
If
your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner”
of those shares held in “street name.” If your shares are held in street name, these proxy materials have been forwarded
to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting
at the Annual Meeting. As the beneficial owner, you have the right to instruct this organization on how to vote your shares.
What
am I Voting on?
There
are two (2) matters scheduled for a vote:
1.
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To
elect five (5) members to our Board of Directors;
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2.
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To
ratify the appointment of Malone Bailey LLP as our independent registered public accounting firm for our fiscal year ending December
31, 2021; and
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What
if another matter is properly brought before the Annual Meeting?
The
Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought
before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance
with their best judgment.
How
Do I Vote?
Stockholders
of Record
For
your convenience, record holders of our common stock have three methods of voting:
1.
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Vote
by Internet. The website address for Internet voting is on your proxy card.
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2.
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Vote
by mail. Mark, date, sign and promptly mail the enclosed proxy card (a postage-paid envelope is provided for mailing in the United
States).
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3.
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Vote
in person. Attend and vote at the Annual Meeting.
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Beneficial
Owners of Shares Held in Street Name
For
your convenience, beneficial owners of our common stock have three methods of voting:
1.
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Vote
by Internet. The website address for Internet voting is on your vote instruction form.
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2.
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Vote
by mail. Mark, date, sign and promptly mail your vote instruction form (a postage-paid envelope is provided for mailing in the
United States).
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3.
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Vote
in person. Obtain a valid legal proxy from the organization that holds your shares and attend and vote at the Annual Meeting.
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If
you vote by Internet, please DO NOT mail your proxy card.
All
shares entitled to vote and represented by a properly completed and executed proxy received before the Annual Meeting and not revoked
will be voted at the Annual Meeting as instructed in a proxy delivered before the Annual Meeting. If you do not indicate how your shares
should be voted on a matter, the shares represented by your properly completed and executed proxy will be voted as the Board recommends
on each of the enumerated proposals, with regard to any other matters that may be properly presented at the Annual Meeting and on all
matters incident to the conduct of the Annual Meeting. If you are a registered stockholder and attend the Annual Meeting, you may deliver
your completed proxy card in person. If you are a street name stockholder and wish to vote at the Annual Meeting, you will need to obtain
a proxy form from the institution that holds your shares. All votes will be tabulated by the inspector of elections appointed for the
Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.
We
provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness
of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as
usage charges from Internet access providers and telephone companies.
How
Many Votes do I Have?
On
each matter to be voted upon, you have one vote for each share of common stock you own as of the close of business on the Record Date.
Is
My Vote Confidential?
Yes,
your vote is confidential. Only the inspector of elections, individuals who help with processing and counting your votes and persons
who need access for legal reasons will have access to your vote. This information will not be disclosed, except as required by law.
What
Constitutes a Quorum?
To
carry on business at the Annual Meeting, we must have a quorum. A quorum is present when a majority of the shares entitled to vote as
of the Record Date, are represented in person or by proxy. Thus, 6,509,031 shares must be represented in person or by proxy to have a
quorum at the Annual Meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on
your behalf by your broker, bank or other nominee) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will
be counted towards the quorum requirement. Shares owned by us are not considered outstanding or considered to be present at the Annual
Meeting. If there is not a quorum at the Annual Meeting, either the chairperson of the Annual Meeting or our stockholders entitled to
vote at the Annual Meeting may adjourn the Annual Meeting.
How
Will my Shares be Voted if I Give No Specific Instruction?
We
must vote your shares as you have instructed. If there is a matter on which a stockholder of record has given no specific instruction
but has authorized us generally to vote the shares, they will be voted as follows:
1.
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“FOR”
the election of each of the five (5) members to our Board of Directors;
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2.
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“FOR”
the ratification of the appointment of Malone Bailey LLP, as our independent registered public accounting firm for our fiscal year
ending December 31, 2021; and
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This
authorization would exist, for example, if a stockholder of record merely signs, dates and returns the proxy card but does not indicate
how its shares are to be voted on one or more proposals. If other matters properly come before the Annual Meeting and you do not provide
specific voting instructions, your shares will be voted at the discretion of the proxies.
If
your shares are held in street name, see “What is a Broker Non-Vote?” below regarding the ability of banks, brokers
and other such holders of record to vote the uninstructed shares of their customers or other beneficial owners in their discretion.
How
are Votes Counted?
Votes
will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the election of directors,
“FOR,” “WITHHOLD” and broker non-votes; and, with respect to the other proposals, votes “FOR” and
“AGAINST,” abstentions and broker non-votes.
What
is a Broker Non-Vote?
If
your shares are held in street name, you must instruct the organization who holds your shares how to vote your shares. If you sign your
proxy card but do not provide instructions on how your broker should vote on “routine” proposals, your broker will vote your
shares as recommended by the Board. If you do not provide voting instructions, your shares will not be voted on any “non-routine”
proposals. This vote is called a “broker non-vote.” Because broker non-votes are not considered under Delaware law to be
entitled to vote at the Annual Meeting, broker non-votes will not be included in the tabulation of the voting results of any of the proposals
and, therefore, will have no effect on these proposals.
Brokers
cannot use discretionary authority to vote shares on the election of directors if they have not received instructions from their clients.
Please submit your vote instruction form so your vote is counted.
What
is an Abstention?
An
abstention is a stockholder’s affirmative choice to decline to vote on a proposal. Under Delaware law, abstentions are counted
as shares present and entitled to vote at the Annual Meeting. However, our By-Laws provide that an action of our stockholders (other
than the election of directors) is only approved if a majority of the number of shares of stock present and entitled to vote thereat
vote in favor of such action.
How
Many Votes are Needed for Each Proposal to Pass?
Proposal
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Vote
Required
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Election
of each of the five (5) members to our Board of Directors
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Plurality
of the votes cast (the five directors receiving the most “FOR” votes)
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Ratification
of the Appointment of Malone Bailey LLP as our Independent Registered Public Accounting Firm for our Fiscal Year Ending December
31, 2021
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A
majority of the votes entitled to vote thereon and present at the Annual Meeting
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What
Are the Voting Procedures?
In
voting by proxy with regard to the election of directors, you may vote in favor of all nominees, withhold your votes as to all nominees,
or withhold your votes as to specific nominees. With regard to other proposals, you may vote in favor of or against the proposal, or
you may abstain from voting on the proposal. You should specify your respective choices on the accompanying proxy card or your vote instruction
form.
Is
My Proxy Revocable?
You
may revoke your proxy and reclaim your right to vote at any time before your proxy is voted by giving written notice to the Secretary
of Greenwich LifeSciences, by delivering a properly completed, later-dated proxy card or vote instruction form or by voting in person
at the Annual Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed
to: Greenwich LifeSciences, Inc. 3992 Bluebonnet Drive, Bldg. 14, Stafford, TX 77477. Your most current proxy card or Internet proxy
is the one that will be counted.
Who
is Paying for the Expenses Involved in Preparing and Mailing this Proxy Statement?
All
of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid
by us. In addition to the solicitation by mail, proxies may be solicited by our officers and other employees by telephone or in person.
Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage
houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of
record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in forwarding solicitation
materials.
Do
I Have Dissenters’ Rights of Appraisal?
Our
stockholders do not have appraisal rights under Delaware law or under our governing documents with respect to the matters to be voted
upon at the Annual Meeting.
How
can I Find out the Results of the Voting at the Annual Meeting?
Preliminary
voting results will be announced at the Annual Meeting. In addition, final voting results will be disclosed in a Current Report on Form
8-K that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available
to us in time to file a Form 8-K with the SEC within four business days after the Annual Meeting, we intend to file a Form 8-K to publish
preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the
final results.
When
are Stockholder Proposals Due for the 2022 Annual Meeting?
Any
appropriate proposal submitted by a stockholder and intended to be presented at the 2022 Annual Meeting of Stockholders (the “2022
Annual Meeting”) must be submitted in writing to our Secretary at 3992 Bluebonnet Drive, Bldg 14, Stafford, TX 77477, and received
no earlier than August 18, 2022 and no later than September 17, 2022, to be includable in our proxy statement and related proxy for the
2022 Annual Meeting. However, if the date of the 2022 Annual Meeting is convened more than 30 days before, or delayed by more than 60
days after, December 15, 2022, to be considered for inclusion in proxy materials for our 2022 Annual Meeting, a stockholder proposal
must be submitted in writing to our Secretary at 3992 Bluebonnet Drive, Bldg 14, Stafford, TX 77477 and received no earlier than August
18, 2022 and no later than September 17, 2022,. A stockholder proposal will need to comply with the SEC regulations under Rule 14a-8
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals
in company-sponsored proxy materials. Although the Board will consider stockholder proposals, we reserve the right to omit from our proxy
statement, or to vote against, stockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8.
Do
the Company’s Officers and Directors have an Interest in Any of the Matters to Be Acted Upon at the Annual Meeting?
Members
of the Board have an interest in Proposal 1, the election to the Board of the five (5) director nominees set forth herein. Members of
the Board and executive officers of Greenwich LifeSciences do not have any interest in Proposal 2, the ratification of the appointment
of our independent registered public accounting firm.
CORPORATE
GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE
We
are committed to good corporate governance practices. These practices provide an important framework within which our Board of Directors
and management pursue our strategic objectives for the benefit of our stockholders.
Corporate
Governance Guidelines
Our
Board of Directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards,
Board committee structure and functions, and other policies for the governance of the company. Our Corporate Governance Guidelines are
available without charge on the investor relations section of our website at www.greenwichlifesciences.com
Board
Composition and Leadership Structure
The
positions of Chief Executive Officer and Chair of our Board of Directors are held by two different individuals (Snehal S. Patel and David
B. McWilliams, respectively). This structure allows our Chief Executive Officer to focus on our
day-to-day business while our Chair leads our Board of Directors in its fundamental role of providing advice to and independent oversight
of management. Our Board of Directors believes such separation is appropriate, as it enhances the accountability of the Chief Executive
Officer to the Board of Directors and strengthens the independence of the Board of Directors from management.
Board’s
Role in Risk Oversight
Our
Board of Directors believes that open communication between management and the Board of Directors is essential for effective risk management
and oversight. Our Board of Directors meets with our Chief Executive Officer and other members of the senior management team at quarterly
Board of Director meetings, where, among other topics, they discuss strategy and risks in the context of reports from the management
team and evaluate the risks inherent in significant transactions. While our Board of Directors is ultimately responsible for risk oversight,
our Board committees assist the Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee
assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of major financial
risk exposures, internal control over financial reporting, disclosure controls and procedures, legal and regulatory compliance and cybersecurity
and data privacy. The Compensation Committee assists our Board of Directors in assessing risks created by the incentives inherent in
our compensation policies. The Corporate Governance/Nominating Committee assists our Board of Directors in fulfilling its oversight responsibilities
with respect to the management of corporate, legal and regulatory risk.
Director
Independence
Our
common stock is listed on the Nasdaq Capital Market. Under the rules of the Nasdaq Stock Market, independent directors must constitute
a majority of a listed company’s Board of Directors. In addition, the rules of the Nasdaq Stock Market require that, subject to
specified exceptions, each member of a listed company’s Audit, Compensation and Corporate Governance/Nominating Committees must
be an “independent director.” Under the rules of the Nasdaq Stock Market, a director will only qualify as an “independent
director” if, in the opinion of that company’s Board of Directors, that person does not have a relationship that would interfere
with the exercise of independent judgment in carrying out the responsibilities of a director. Additionally, Compensation Committee members
must not have a relationship with the listed company that is material to the director’s ability to be independent from management
in connection with the duties of a Compensation Committee member.
Audit
Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended
(Exchange Act). In order to be considered independent for purposes of Rule 10A-3, a member of an Audit Committee of a listed company
may not, other than in his or her capacity as a member of the Audit Committee, the Board of Directors or any other Board committee: (i)
accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries
or (ii) be an affiliated person of the listed company or any of its subsidiaries.
Our
Board of Directors has undertaken a review of the independence of each director and considered whether each director has a material relationship
with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result
of this review, our Board of Directors determined that Drs. Armitage, Markin, Pace, Mr. Brancaccio and Ms. White representing five of
our six incumbent directors, are “independent directors” as defined under the applicable rules and regulations of the SEC
and the listing requirements and rules of the Nasdaq Stock Market. If elected, it is expected that Drs. Mohindru and Tannenbaum will
be “independent”. In making these determinations, our Board of Directors reviewed and discussed information provided by the
directors and us with regard to each directors’ business and personal activities and relationships as they may relate to us and
our management, including the beneficial ownership of our capital stock by each non-employee director and any affiliates.
Committee
of our Board of Directors
Our
Board of Directors has established an Audit Committee and a Compensation Committee, each of which has the composition and responsibilities
described below. Our Board of Directors serves in place of a nominating and corporate governance committee. Members serve on these committees
until their resignation or until otherwise determined by our Board of Directors. Each of these committees has a written charter, copies
of which are available without charge on our website at https://investor.greenwichlifesciences.com/corporate-governance
under “Corporate Governance’.
Audit
Committee
The
Audit Committee’s responsibilities include, among other things: (i) selecting and retaining an independent registered public accounting
firm to act as our independent auditors, setting the compensation for our independent auditors, overseeing the work done by our independent
auditors and terminating our independent auditors, if necessary, (ii) periodically evaluating the qualifications, performance and independence
of our independent auditors, (iii) pre-approving all auditing and permitted non-audit services to be provided by our independent auditors,
(iv) reviewing with management and our independent auditors our annual audited financial statements and our quarterly reports prior to
filing such reports with the SEC, including the results of our independent auditors’ review of our quarterly financial statements,
and (v) reviewing with management and our independent auditors significant financial reporting issues and judgments made in connection
with the preparation of our financial statements. The Audit Committee also prepares the Audit Committee report that is required to be
included in our annual proxy statement pursuant to the rules of the SEC.
As
of December 31, 2020, the Audit Committee consisted of David McWilliams, chairman of the Audit Committee, Eric Rothe and Kenneth Hallock.
Under the applicable rules and regulations of Nasdaq, each member of a company’s audit committee must be considered independent
in accordance with Nasdaq Listing Rule 5605(c)(2)(A)(i) and (ii) and Rule 10A-3(b)(1) under the Exchange Act. The Board has determined
that each of David McWilliams, Eric Rothe and Kenneth Hallock is “independent” as that term is defined under applicable Nasdaq
and SEC rules. Mr. Brancaccio is our audit committee financial expert.
Compensation
Committee
The
purpose of the Compensation Committee is to discharge the Board’s responsibilities relating to compensation of our directors and
executive officers. The Compensation Committee has responsibility for, among other things, (i) recommending to the Board for approval
the overall compensation philosophy for our company and periodically reviewing the overall compensation philosophy for all employees
to ensure it is appropriate and does not incentivize unnecessary and excessive risk taking, (ii) reviewing annually and making recommendations
to the Board for approval, as necessary or appropriate, with respect to our compensation plans, (iii) based on an annual review, determining
and approving, or at the discretion of the Compensation Committee, recommending to the Board for determination and approval, the compensation
and other terms of employment of each of our officers, (iv) reviewing and making recommendations to the Board with respect to the compensation
of directors, (v) overseeing our regulatory compliance with respect to compensation matters, (vi) reviewing and discussing with management,
prior to the filing of our annual proxy statement or annual report on Form 10-K, our disclosure relating to executive compensation, including
our Compensation Discussion and Analysis and executive and director compensation tables as required by SEC rules, and (vii) preparing
an annual report regarding executive compensation for inclusion in our annual proxy statement or our annual report on Form 10-K. The
Compensation Committee has the power to form one or more subcommittees, each of which may take such actions as may be delegated by the
Compensation Committee.
The
charter of the Compensation Committee grants the Compensation Committee authority to select, retain, compensate, oversee and terminate
any compensation consultant to be used to assist in the evaluation of director, chief executive officer, officer and our other compensation
and benefit plans and to approve the compensation consultant’s fees and other retention terms. The Compensation Committee is directly
responsible for the appointment, compensation and oversight of the work of any internal or external legal, accounting or other advisors
and consultants retained by the Compensation Committee. The Compensation Committee may also select or retain advice and assistance from
an internal or external legal, accounting or other advisor as the Compensation Committee determines to be necessary or advisable in connection
with the discharge of its duties and responsibilities and will have the direct responsibility to appoint, compensate and oversee any
such advisor. Currently, the Compensation Committee engages Radford, part of the Rewards Solutions practice of Aon plc, as its compensation
consultant.
As
of December 31, 2020, the Compensation Committee consisted of David McWilliams, chairman of the Compensation Committee, Eric Rothe and
Kenneth Hallock. The Board has determined that all of the members are “independent” under Nasdaq Listing Rule 5605(a)(2).
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 at 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 Drive, Bldg 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.
Anti-hedging
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 December 31, 2020, none of our directors or executive officers had pledged any shares of our common stock.
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.
Compensation
Committee Interlocks and Insider Participation
During
fiscal year 2020, Messrs. McWilliams, Rothe and Haddock served on our Compensation Committee. None of our current executive officers
has served as a member of the Board of Directors, or as a member of the Compensation Committee or similar committee, of any entity that
has one or more executive officers who served on our Board of Directors or Compensation Committee during the fiscal year ended December
31, 2020.
Board
and Committee Meetings and Attendance
The
Board of Directors and its committees meet regularly throughout the year and also hold special meetings and act by written consent from
time to time. During fiscal year 2020, the Board of Directors held 4 meetings including telephonic meetings; the Audit Committee
held 1 meeting; and the Compensation Committee held 1 meeting. During fiscal year 2020, none of the directors attended
fewer than 75% of the aggregate of the total number of meetings held by the Board of Directors during his or her tenure and the total
number of meetings held by all committees of the Board of Directors on which such director served during his or her tenure. The independent
members of the Board of Directors also meet separately without management directors on a regular basis to discuss such matters as the
independent directors consider appropriate.
Board
Attendance at Annual Stockholders’ Meeting
We
invite and encourage each member of our Board of Directors to attend our annual meetings of stockholders. We do not have a formal policy
regarding attendance of our annual meetings of stockholders by the members of our Board of Directors.
Communication
with Directors
Stockholders
and interested parties who wish to communicate with our Board of Directors, non-management members of our Board of Directors as a group,
a committee of the Board of Directors or a specific member of our Board of Directors (including our Chair) may do so by letters addressed
to:
Greenwich
LifeSciences, Inc.
c/o
Secretary
3992
Bluebonnet Drive, Bldg 14,
Stafford,
TX 77477
All
communications by letter addressed to the attention of our Secretary will be reviewed by the Secretary and provided to the members of
the Board of Directors unless such communications are unsolicited items, sales materials and other routine items and items unrelated
to the duties and responsibilities of the Board of Directors.
Considerations
in Evaluating Director Nominees
Our
Board of Directors is responsible for identifying, considering and recommending candidates to the Board of Directors for Board membership.
A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse,
experienced and highly qualified Board of Directors. Candidates may come to our attention through current members of our Board of Directors,
professional search firms, stockholders or other persons.
Our
Board of Directors encourages selection of directors who will contribute to the company’s overall corporate goals. Individual directors
may from time to time review and recommend to the Board of Directors the desired qualifications, expertise and characteristics of directors,
including such factors as breadth of experience, knowledge about our business and industry, willingness and ability to devote adequate
time and effort to the Board of Directors, ability to contribute to the Board of Directors’ overall effectiveness, and the needs
of the Board of Directors and its committees. Exceptional candidates who do not meet all of these criteria may still be considered. In
evaluating potential candidates for the Board of Directors, the Board of Directors considers these factors in the light of the specific
needs of the Board of Directors at that time.
In
addition, under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge
such director’s responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board of Directors and
committees on which such director sits, and to review prior to meetings material distributed in advance for such meetings. Thus, the
number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as
well as his or her other professional responsibilities, will be considered. Also, under our Corporate Governance Guidelines, there are
no limits term that may be served by a director. However, in connection with evaluating recommendations for nomination for reelection,
the Board of Directors considers director tenure. We value diversity on a company-wide basis but have not adopted a specific policy regarding
Board diversity.
PROPOSAL
1
ELECTION
OF DIRECTORS
At
the Annual Meeting, the stockholders will elect five (5) directors to hold office until the 2022 Annual Meeting. Directors are elected
by a plurality of votes cast by stockholders. In the event the nominees are unable or unwilling to serve as directors at the time of
the Annual Meeting, the proxies will be voted for any substitute nominees designated by the present Board or the proxy holders to fill
such vacancy, or for the balance of the nominees named without nomination of a substitute, or the size of the Board will be reduced in
accordance with the Bylaws of the Company. The Board has no reason to believe that the persons named below will be unable or unwilling
to serve as nominees or as directors if elected.
Assuming
a quorum is present, the five (5) nominees receiving the highest number of affirmative votes of shares entitled to be voted for such
persons will be elected as directors of the Company to serve for a one-year term. Unless marked otherwise, proxies received will be voted
“FOR” the election of the nominees named below. In the event that additional persons are nominated for election as directors,
the proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominees listed below,
and, in such event, the specific nominees to be voted for will be determined by the proxy holders.
Information
with Respect to Director Nominees
Listed
below are the current directors who are nominated to hold office until their successors are elected and qualified, and their ages as
of October 18, 2021.
Name
|
|
Age
|
David
B. McWilliams, Chairman of the Board
|
|
78
|
Snehal
S. Patel, Chief Executive Officer, Chief Financial Officer
|
|
57
|
Eric
Rothe, Director
|
|
46
|
F.
Joseph Daugherty. Director
|
|
71
|
Kenneth
Hallock, Director
|
|
73
|
David
B. McWilliams, Chairman of the Board
Mr.
McWilliams has over 40 years of experience in building biopharmaceutical and healthcare companies. He currently serves as the Chairman
of the board of directors of BioHouston, Inc., an advocate of Houston’s life sciences industry. Mr. McWilliams has served as a
consultant and an advisor at various levels in multiple private start-up biotech companies to help develop pre-clinical and clinical
assets in cancer and other therapeutic areas. He has also served as the Chief Executive Officer and a member of the board of directors
of Opexa Therapeutics, Inc., a multiple sclerosis cell therapy company; as the Chief Executive Officer, President and a member of the
board of directors of Bacterial Barcodes, Inc., a bacteria and fungi diagnostic company; as the Chief Executive Officer and a member
of the board of directors of Signase, Inc., a cancer therapeutics company; as Chief Executive Officer, President, and a member of the
board of directors of both Encysive Pharmaceuticals, Inc. and Repros Therapeutics Inc.; and as Chief Executive Officer and President
of Kallestad Diagnostics (Erbamont). Mr. McWilliams has served in various other capacities, including President of Harleco Diagnostics
Division (EM Industries), General Manager and Program Manager of Abbott Laboratories, and Management Consultant at McKinsey & Company.
Mr. McWilliams was previously the Chief Executive Officer of Greenwich LifeSciences. He received a BA in Chemistry from Washington and
Jefferson College, and an MBA in Finance from the University of Chicago.
Snehal
S. Patel, Chief Executive Officer and Director
Mr.
Patel has over 30 years of experience in executive management, corporate development, operations, and investment banking in the healthcare
industry. He has served as a consultant, manager, and advisor for R&D and manufacturing design, scale-up, and operations at multiple
public and private biotech companies, working on clinical and pre-clinical assets in stem cell therapy, multiple sclerosis t-cell therapy,
oncolytic viruses, and disposable biotech manufacturing equipment. Mr. Patel has also served as an investment banker at Sanders Morris
Harris, Ferghana Partners, and JP Morgan Chase, where he focused on healthcare and biotech financing and strategic transactions. Prior
to that, he worked in operations and business development at consulting firms and Bayer Corporation. He received a BS in Chemical Engineering
and an MS in Biochemical Engineering from the Massachusetts Institute of Technology, a Certificate in Project Management from the University
of California at Berkeley, and an MBA from the University of Chicago.
Eric
Rothe, Director
Mr.
Rothe has over 12 years of industry and academic experience in gene-based therapies and vaccines, including 6 years of laboratory experience.
He is currently Global Product Line Leader at Baker Hughes, an energy technology company that was acquired by GE Company. Previously,
Mr. Rothe served as Vice President of Mid-Continent and NE US Geomarket and Global Product Line Leader at GE Oil & Gas, Inc., as
well as the International Sales and Operations Director at National Oilwell Varco, Inc., one of the world’s largest oil field equipment
providers. Before joining the oil & gas sector, Mr. Rothe served as Director of the Clinical Cancer Genetics program at U.T. M.D.
Anderson Cancer Center; worked as Project Manager at Introgen, Inc., a developer of cancer products in advanced clinical trials; and
provided consulting services for start-up and small biotechnology companies in Texas. Mr. Rothe was previously President, Chief Executive
Officer, and Chairman of the board of directors at Greenwich LifeSciences. He received a BA in Molecular and Cell Biology from the University
of California at Berkeley, and an MBA from Rice University.
F.
Joseph Daugherty, Chief Medical Officer & Director
Dr.
Daugherty has over 35 years of experience in managing and overseeing biotechnology and biomedical projects. Currently, he is Managing
Partner of Phenolics, LLC and PharmaPrint, LLC, both of which are nutraceutical companies, and sits on the boards of several startup
companies and a charitable foundation. Dr. Daugherty served first as President, and recently 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. In addition to being an officer and director, Dr. Daugherty has served in various other capacities, including as a management
consultant to over 20 public and private biomedical companies, like Dupont, Inc, and as President of ConAgra’s biotech division.
He received a BA in Biology from Washington University, an MD from the University of Nebraska Medical Center, and an MS in Industrial
Administration from Carnegie Mellon University.
Kenneth
Hallock, Director
Mr.
Hallock has over 40 years of experience in general management and new venture start-ups. He is currently a senior manager and partner
in a private start-up equipment manufacturing company and has been in these roles for over 10 years. Mr. Hallock has worked in large
industrial corporations such as NL Industries, Inc. and Anderson, Clayton, and Co., which were subsequently acquired. Mr. Hallock received
a BSE in Chemical Engineering from Princeton University, and an MBA from Harvard Business School.
Board
Recommendation
THE
BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES TO THE BOARD SET FORTH IN THIS PROPOSAL 1.
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, 2020.
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock Awards
($)(1)
|
|
Option Awards
($)
|
|
Nonequity incentive plan compensation
($)
|
|
Nonqualified deferred compensation earnings
($)
|
|
All other compensation
($)(2)
|
|
Total
($)
|
Snehal Patel, CEO
|
|
|
2020
|
|
|
|
114,966
|
|
|
|
392,516
|
|
|
|
491,589
|
|
|
|
|
__
|
|
|
|
__
|
|
|
|
__
|
|
|
|
__
|
|
|
999,071
|
|
|
|
|
2019
|
|
|
|
|
__
|
|
|
__
|
|
|
|
122,750
|
|
|
|
|
__
|
|
|
|
__
|
|
|
|
__
|
|
|
16,423
|
|
|
|
139,173
|
|
(1)
|
For
2020 fiscal year, Mr. Patel received 218,484 shares of our common stock for services rendered and as incentive for services to be
rendered. Mr. Patel did not receive any options or warrants for the 2020 fiscal year. For 2019 fiscal year, Mr. Patel received 148,254
shares of our common stock for services rendered and as incentive for services to be rendered. Mr. Patel did not receive any options
or warrants for the 2019 fiscal year.
|
(2)
|
For
fiscal year 2019, Mr. Patel received (i) 4,494,383 shares of our common stock in exchange for related party payables for the periods
from January 1, 2010 through September 30, 2019 and (ii) 1,656,607 shares of our common stock in exchange for warrants to purchase
shares of our common stock.
|
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth information for the named executive officers regarding the number of shares subject to both exercisable and
unexercisable stock options and RSU’s as well as the exercise prices and expiration dates thereof, as of December 31, 2020. Except
for the options and RSU’s set forth in the table below, no other equity awards were held by any of our named executive officers
as of December 31, 2020.
|
|
Option Awards(1)
|
|
|
Stock Awards
|
|
Name
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
|
Option Exercise Price ($)
|
|
|
Option Expiration Date
|
|
|
Number of shares or units of stock that have not vested (#)
|
|
|
Market value of shares or units of stock that have not vested ($)
|
|
Snehal S. Patel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
382,326
|
(1)
|
|
|
860,234
|
|
(1)
|
We
granted Mr. Patel shares of common stock on September 30, 2019 for compensation and incentives of which 93,633 vested immediately
upon grant, 273,105 vested between October 1 2019 and December 31, 2020 over the 15 month period, and the balance, or 382,347 shares
of common stock vest over 21 equal monthly installments commencing on January 1, 2021.
|
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, 2020. 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 2020.
Name
|
|
Fees Earned or Paid in Cash ($)
|
|
|
Stock Awards ($)
|
|
|
All Other Compensation ($)(4)
|
|
|
Total ($)
|
|
David McWilliams(1)
|
|
|
|
|
|
|
21,087
|
|
|
|
|
|
|
|
21,087
|
|
Eric Rothe(2)
|
|
|
|
|
|
|
14,067
|
|
|
|
|
|
|
|
14,067
|
|
Kenneth Hallock(3)
|
|
|
|
|
|
|
14,067
|
|
|
|
|
|
|
|
14,067
|
|
|
(1)
|
On
September 30, 2019, we authorized the issuance of 28,090 shares of its common stock to Mr. McWilliams. The shares vest in 36 equal
monthly installments with the first installment vesting on October 1, 2019. Of such shares, 9,372 shares of common stock vested during
the fiscal year ended December 31, 2020. Mr. McWilliams did not receive any options or warrants during the 2020 fiscal year.
|
|
(2)
|
On
September 30, 2019, we authorized the issuance of 18,727 shares of its common stock to Mr. Rothe. The shares vest in 36 equal monthly
installments with the first installment vesting on October 1, 2019. Of such shares, 6,252 shares of common stock vested during the
fiscal year ended December 31, 2020. Mr. Rothe did not receive any options or warrants during the 2020 fiscal year.
|
|
(3)
|
On
September 30, 2019, we authorized the issuance of 18,727 shares of its common stock to Mr. Hallock. The shares vest in 36 equal monthly
installments with the first installment vesting on October 1, 2019. Of such shares, 6,252 shares of common stock vested during the
fiscal year ended December 31, 2020. Mr. Hallock did not receive any options or warrants during the 2020 fiscal year.
|
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.
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 October 18, 2021 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 October 18, 2021, pursuant to the exercise of
options or warrants, vesting of common stock or conversion of preferred stock or convertible debt, are deemed to be outstanding for the
purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing
the percentage ownership of any other person shown in the table. Percentage of ownership is based on 13,018,061 shares of common stock
issued and outstanding as of October 18, 2021.
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.
Name of Beneficial Owner
|
|
Shares of
Common Stock
Beneficially Owned
|
|
|
Percentage
|
|
Executive officers and directors:
|
|
|
|
|
|
|
|
|
Snehal Patel
|
|
|
7,618,616
|
(1)
|
|
|
58.36
|
%
|
F. Joseph Daugherty
|
|
|
70,633
|
(2)
|
|
|
*
|
|
David McWilliams
|
|
|
613,098
|
(3)
|
|
|
4.71
|
%
|
Eric Rothe
|
|
|
308,566
|
(4)
|
|
|
2.37
|
%
|
Kenneth Hallock
|
|
|
392,344
|
(5)
|
|
|
3.01
|
%
|
All current named executive officers and directors as a group (5) persons
|
|
|
9,003,257
|
|
|
|
68.93
|
%
|
*
Represents beneficial ownership of less than 1%
(1)
|
Consists
of (i) 1,025,697 shares of common stock owned by Snehal Patel, (ii) 1,408,033 shares of common stock owned by Snehal Patel
IRA, (iii) 2,405,670 shares of common stock owned by Patel Family Trust 1, (iv) 1,320,226 shares of common stock owned by Patel Family
Trust 2, (v) 1,329,590 shares of common stock owned by Patel Family Trust 3, and (vi) 129,400 shares of common stock owned by Kinnary
Patel IRA. Excludes 163,842 shares of common stock held by Snehal Patel which vest in 9 equal monthly installments.
Snehal Patel and Kinnary Patel, the spouse of Snehal Patel, are the Trustees of the Patel Family Trust 1, Patel Family Trust 2 and
Patel Family Trust 3. Snehal Patel is the Trustee of the Snehal Patel IRA. 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)
|
Excludes
16,377 shares of common stock which vest in 9 equal monthly installments.
|
|
|
(3)
|
Excludes
7,003 shares of common stock which vest in 9 equal installments.
|
|
|
(4)
|
Excludes
4,660 shares of common stock which vest in 9 equal monthly installments.
|
|
|
(5)
|
Excludes
4,660 shares of common stock which vest in 9 equal monthly installments. 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.
|
PROPOSAL
2
RATIFICATION
OF THE APPOINTMENT OF OUR INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING
DECEMBER
31, 2021
The
Board has appointed Malone Bailey LLP (“Malone Bailey”) to serve as our independent registered public accounting firm for
the year ending December 31, 2021. Malone Bailey LLP has acted as our principal accountant since 2019 and served as our independent registered
public accounting firm for the fiscal year ended December 31, 2020.
A
representative of Malone Bailey is expected to be present via telephone conference at the Annual Meeting. He or she will have the opportunity
to make a statement if desired and is expected to be available to respond to appropriate questions.
Our
Audit Committee retains our independent registered public accounting firm and approves in advance all audit and non-audit services performed
by this firm and any other auditing firms. Although management has the primary responsibility for the financial statements and the reporting
process including the systems of internal control, the Audit Committee consults with management and our independent registered public
accounting firm regarding the preparation of financial statements and the adoption and disclosure of our critical accounting estimates
and generally oversees the relationship of the independent registered public accounting firm with Greenwich LifeSciences. The independent
registered public accounting firm is responsible for expressing an opinion on the conformity of those audited financial statements with
generally accepted accounting principles, relating to their judgments as to the quality, not just the acceptability, of Greenwich LifeSciences’
accounting principles, and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing
standards.
It
is the responsibility of our management to determine that our financial statements and disclosures are complete and accurate and in accordance
with generally accepted accounting principles. It is the responsibility of our independent registered public accounting firm to conduct
the audit of our financial statements and disclosures. In giving its recommendation to the Board that our audited financial statements
for the year ended December 31, 2020 be included in our Annual Report on Form 10-K for the year ended December 31, 2020, the Audit Committee
has relied on: (1) management’s representation that such financial statements have been prepared with integrity and objectivity
and in conformity with generally accepted accounting principles in the United States; and (2) the report of our independent registered
public accounting firm with respect to such financial statements.
Principal
Accountant Fees and Services
The
aggregate fees billed to us by Malone Bailey, our independent registered public accounting firm, for the indicated services for each
of the last two fiscal years were as follows:
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2020
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|
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2019
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Audit fees (1)
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|
$
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69,000
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|
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15,000
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(1)
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Audit
fees consist of fees for professional services performed by Malone Bailey for the audit and review of our financial statements, preparation
and 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.
Vote
Required
The
selection of our independent registered public accounting firm is not required to be submitted to a vote of our stockholders for ratification.
However, we are submitting this matter to the stockholders as a matter of good corporate governance. Even if the appointment is ratified,
the Board may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if it
determines that such a change would be in the best interests of us and our stockholders. If the appointment is not ratified, the Board
will reconsider whether or not to retain Malone Bailey.
The
affirmative vote of a majority of the shares (by voting power) present in person at the Annual Meeting or represented by proxy and entitled
to vote at the Annual Meeting is required to approve the ratification of the appointment of Malone Bailey as our independent registered
public accounting firm for the fiscal year ending December 31, 2021.
Board
Recommendation
THE
BOARD RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF MALONE BAILEY LLP USA, LLP AS THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.
AUDIT
COMMITTEE REPORT
The
following Audit Committee Report shall not be deemed to be “soliciting material,” deemed “filed” with the SEC
or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Notwithstanding
anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended, or the
Exchange Act that might incorporate by reference future filings, including this Proxy Statement, in whole or in part, the following Audit
Committee Report shall not be incorporated by reference into any such filings.
The
Audit Committee is comprised of three independent directors (as defined under Nasdaq Listing Rule 5605(a)(2)). The Audit Committee operates
under a written charter, which is available on our website at http://greenwichlifesciences.com/ under “Corporate Governance.”
We
have reviewed and discussed with management and the Company’s auditors, the Company’s audited financial statements as of
and for the fiscal year ended December 31, 2020.
We
have discussed with Malone Bailey, the Company’s independent registered public accounting firm, the matters as required to be discussed
by the Public Company Accounting Oversight Board (the “PCAOB”) Auditing Standard No. 1301 (Communications with Audit
Committees).
We
have received the written disclosures and the letter from Malone Bailey required by applicable requirements of the PCAOB regarding Malone
Bailey’s communications with the Audit Committee concerning independence, and have discussed with Malone Bailey, their independence
from management and the Company.
Based
on the review and discussions referred to above, we recommended to the Board that the financial statements referred to above be included
in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the Securities and Exchange
Commission.
Submitted
by the Audit Committee
|
|
David
McWilliams
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Kenneth
Hallock
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Eric
Rothe
|
|
OTHER
MATTERS
Greenwich
LifeSciences has no knowledge of any other matters that may come before the Annual Meeting and does not intend to present any other matters.
However, if any other matters shall properly come before the Annual Meeting or any adjournment or postponement thereof, the persons soliciting
proxies will have the discretion to vote as they see fit unless directed otherwise.
We
will bear the cost of soliciting proxies in the accompanying form. In addition to the use of the mailings, proxies may also be solicited
by our directors, officers or other employees, personally or by telephone, facsimile or email, none of whom will be compensated separately
for these solicitation activities.
If
you do not plan to attend the Annual Meeting, in order that your shares may be represented and in order to assure the required quorum,
please sign, date and return your proxy promptly. In the event you are able to attend the Annual Meeting, at your request, Greenwich
LifeSciences will cancel your previously submitted proxy.
ADDITIONAL
INFORMATION
Householding
The
SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Proxy Availability
Notice or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice
or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as householding, potentially
provides extra convenience for stockholders and cost savings for companies. Stockholders who participate in householding will continue
to be able to access and receive separate proxy cards.
This
year, a number of brokers with account holders who are our stockholders will be “householding” our proxy materials. A Notice
or proxy materials will be delivered in one single envelope to multiple stockholders sharing an address unless contrary instructions
have been received from one or more of the affected stockholders. Once you have received notice from your broker that they will be householding
communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at
any time, you no longer wish to participate in householding and would prefer to receive a separate Notice or proxy materials, please
notify your broker or call our Secretary at (832) 819-3232, or submit a request in writing to our Secretary, c/o Greenwich LifeSciences
3992 Bluebonnet Drive, Bldg 14, Stafford, TX 77477. Stockholders who currently receive multiple copies of the Notice or proxy materials
at their address and would like to request householding of their communications should contact their broker. In addition, we will promptly
deliver, upon written or oral request to the address or telephone number above, a separate copy of the Notice or proxy materials to a
stockholder at a shared address to which a single copy of the documents was delivered.
Annual
Reports on Form 10-K
Additional
copies of Greenwich LifeSciences’ Annual Report on Form 10-K for fiscal year ended December 31, 2020 may be obtained without charge
by writing to the Secretary, 3992 Bluebonnet Drive, Bldg 14, Stafford, TX 77477.
By
Order of the Board of Directors
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/s/
David B. McWilliams
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David
B. McWilliams
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|
Chairman
of the Board of Directors
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|
October
19, 2021
PROXY
CARD
GREENWICH
LIFESCIENCES, INC.
PROXY
FOR ANNUAL MEETING TO BE HELD ON DECEMBER 15, 2021
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints, Snehal Patel, as proxy, with full power of substitution, to represent and to vote all the shares of common
stock of Greenwich LifeSciences, Inc.. (the “Company”), which the undersigned would be entitled to vote, at the Company’s
Annual Meeting of Stockholders to be held on December 15, 2021 and at any adjournments thereof, subject to the directions indicated on
this Proxy Card.
In
their discretion, the proxy is authorized to vote upon any other matter that may properly come before the meeting or any adjournments
thereof.
THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE, BUT IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF ALL NOMINEES AND FOR THE PROPOSALS LISTED ON THE REVERSE SIDE.
This
proxy is governed by the laws of the State of Delaware.
IMPORTANT—This
Proxy must be signed and dated on the reverse side.
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on December 15, 2021 at 9:00 am
local time at Sheppard Mullin Richter & Hampton LLP, 30 Rockefeller Plaza, New York, New York 10112. The proxy statement and
the 2020 Annual Report on Form 10-K are available at www.pstvote.com/greenwich2021.
THIS
IS YOUR PROXY
YOUR
VOTE IS IMPORTANT!
Dear
Stockholder:
We
cordially invite you to attend the Annual Meeting of Stockholders of Greenwich LifeSciences, Inc. to be held at Sheppard Mullin Richter
& Hampton LLP, 30 Rockefeller Plaza, New York, New York 10112, on December 15, 2021, beginning at 9:00 a.m. local
time.
Please
read the proxy statement which describes the proposals and presents other important information, and complete, sign and return your proxy
promptly in the enclosed envelope.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 & 2
1.
Election of Directors Nominees
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FOR
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WITHHOLD
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01-David
B. McWilliams
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☐
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|
☐
|
02-Snehal
S. Patel
|
|
☐
|
|
☐
|
03-Eric
Rothe
|
|
☐
|
|
☐
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04-F.
Joseph Daugherty, M.D.
|
|
☐
|
|
☐
|
05-Kenneth
Hallock
|
|
☐
|
|
☐
|
2.
Proposal to ratify Malone Bailey, LLP as the Company’s independent registered public accountants for fiscal year ending December
31, 2021.
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|
FOR
☐
|
AGAINST
☐
|
ABSTAIN
☐
|
Important:
Please sign exactly as name appears on this proxy. When signing as attorney, executor, trustee, guardian, corporate officer, etc., please
indicate full title.
|
Dated:
|
,
2021
|
|
|
|
|
Signature
|
|
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|
|
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Name
(printed)
|
|
|
|
|
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Title
|
|
VOTING
INSTRUCTIONS
You
may vote your proxy in the following ways:
1.
VIA INTERNET:
Login
to www.pstvote.com/greenwich2021
Enter
your control number (12 digit number located below)
2.
VIA MAIL:
Philadelphia
Stock Transfer, Inc.
2320
Haverford Rd., Suite 230
Ardmore,
PA 19003
CONTROL
NUMBER:
You
may vote by Internet 24 hours a day, 7 days a week. Internet voting is available through 11:59 p.m.,
prevailing
time, on December 14, 2021.
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