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Restatement of Prior Financial Information | 12 Months Ended
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Dec. 31, 2022
Prior Period Adjustment [Abstract] |
Restatement of Prior Financial Information | CYCLACEL PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Restatement of Prior Financial Information During recent contract renegotiations with a contract counterparty related to the Company’s 065-102 study and the consequential return to the Company of the original contract deposit of $1.0 million and the subsequent preparation of the Company’s financial statements for the period ended September 30, 2023, the Company identified an error in the accounting treatment of contract deposit-related invoices during the period September 2021 to November 2021. Vendor invoices totaling $549,295 related to contractually required deposits received during September 2021 and November 2021 were incorrectly expensed to the income statement instead of being capitalized on the balance sheet as non-current deposits. The amounts were contractually required to remain on deposit until the end of the related contract. This resulted in an overstatement of operating loss of $293,845 for the quarter ended September 30, 2021 and $255,450 for the quarter ended December 31, 2021 and a corresponding understatement of non-current deposits in the same periods. In addition, the Company’s UK research and development tax credits were consequentially overstated by $64,000 for the quarter ended September 30, 2021 and $55,000 for the quarter ended December 31, 2021. On August 12, 2022, we became aware that our shelf registration statement on Form S-3 had expired on June 21, 2022. Prior to becoming aware of the expiration, but following the expiration, we sold an aggregate of 1,987,100 shares of our common stock at market prices for aggregate proceeds of approximately $2,721,187. The sale of these shares were subject to potential rescission rights by certain stockholders. As a result of these rescission rights, we classified 3,117,100 shares (including 1,130,000 previously issued and outstanding shares sold for which the Company did not receive proceeds and which were reclassified to temporary equity as of September 30, 2022), with an aggregate redemption value of $4,494,496 of our common stock as stock outside stockholders equity. In connection with the third quarter financial statement close process, the Company determined that it should have recorded 798,200 shares subject to potential rescission rights as temporary equity as of June 30, 2022 and these should have been reclassified out of temporary equity as of June 30, 2023 upon expiration of the rescission rights. The Company had recorded reclassification of these 798,200 shares sold in the second quarter of 2022, which had a redemption value of $1,105,507 to temporary equity as of September 30, 2022. Moreover, the Company has determined that it did not properly account for the $135,000 of aggregate fees paid in connection with the sale of those shares as a dividend to those stockholders. The $135,000 of fees should be accounted for as accretion to the maximum redemption amount of the shares subject to potential rescission in the computation of loss per share as of June 30, 2022 and September 30, 2022 and the year ended December 31, 2022, as well as of March 31, 2023 and June 30, 2023, as is required by ASC 480-10-S99-3A(20). The Company has restated herein its consolidated financial statements as of December 31, 2022 and 2021 and for each of the years ended December 31, 2022 and 2021 and to its consolidated financial statements for the quarter ended September 30, 2021 and each of the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, in accordance with Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections, for the matters discussed above as well as other immaterial items. The effect of the error corrections are as follows (in thousands, except per share amounts): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | December 31, | ​ | ​ | ​ | December 31,
​ |  | 2022 |  | ​ | ​ | ​ | 2022
CONSOLIDATED BALANCE SHEETS | ​ | As previously reported | ​ | Adjustments | As Restated
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
ASSETS | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-current deposits | ​ | $ | 2,916 | ​ | $ | 549 | ​ | $ | 3,465
Total assets | ​ | $ | 27,501 | ​ | $ | 549 | ​ | $ | 28,050
LIABILITIES AND STOCKHOLDERS’ EQUITY | ​ |  | ​ | ​ |  |  | ​ | ​ | ​
Accrued and other current liabilities | ​ | $ | 4,831 | ​ | $ | 119 | ​ | $ | 4,950
Total current liabilities | ​ |  | 7,392 | ​ |  | 119 | ​ | ​ | 7,511
Total liabilities | ​ | $ | 7,498 | ​ | $ | 119 | ​ | $ | 7,617
Accumulated deficit | ​ |  | (406,157) | ​ |  | 430 | ​ | ​ | (405,727)
Total stockholders’ equity | ​ |  | 15,509 | ​ |  | 430 | ​ | ​ | 15,939
Total liabilities and stockholders’ equity | ​ | $ | 27,501 | ​ | $ | 549 | ​ | $ | 28,050
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Year Ended December 31,
​ | ​ | 2022 |  | ​ | ​ | ​ | 2022
CONSOLIDATED STATEMENTS OF INCOME |  | As previously reported | ​ | Adjustments | ​ | As Restated
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net loss applicable to common shareholders | ​ | $ | (21,399) | ​ | $ | — | ​ | $ | (21,399)
Basic and diluted earnings per common share: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net Loss per share - basic and diluted (common shareholders) | ​ | $ | (1.90) | ​ | $ | (0.01) | ​ | $ | (1.91)
Net Loss per share - basic and diluted (redeemable common shareholders) | ​ | $ | — | ​ | $ | (1.82) | ​ | $ | (1.82)
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Year Ended December 31,
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY |  | 2022 |  | ​ | ​ | ​ | 2022
​ | ​ | As previously reported | ​ | Adjustments | As Restated
Accumulated Deficit (Balances at December 31, 2022) | ​ | $ | (406,157) | ​ | $ | 430 | ​ | $ | (405,727)
Total Stockholders' Equity (Balances at December 31, 2022) | ​ | $ | 15,509 | ​ | $ | 430 | ​ | $ | 15,939
​ ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | December 31, | ​ | ​ | ​ | December 31,
​ |  | 2021 |  | ​ | ​ | ​ | 2021
CONSOLIDATED BALANCE SHEETS | ​ | As previously reported | ​ | Adjustments | As Restated
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
ASSETS | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-current deposits | ​ | $ | 1,551 | ​ | $ | 549 | ​ | $ | 2,100
Total assets | ​ | $ | 42,587 | ​ | $ | 549 | ​ | $ | 43,136
LIABILITIES AND STOCKHOLDERS’ EQUITY | ​ |  | ​ | ​ |  |  | ​ | ​ | ​
Accrued and other current liabilities | ​ | $ | 3,177 | ​ | $ | 119 | ​ | $ | 3,296
Total current liabilities | ​ |  | 5,294 | ​ |  | 119 | ​ | ​ | 5,413
Total liabilities | ​ | $ | 5,324 | ​ | $ | 119 | ​ | $ | 5,443
Accumulated deficit | ​ |  | (384,959) | ​ |  | 430 | ​ | ​ | (384,529)
Total stockholders’ equity | ​ |  | 37,263 | ​ |  | 430 | ​ | ​ | 37,693
Total liabilities and stockholders’ equity | ​ | $ | 42,587 | ​ | $ | 549 | ​ | $ | 43,136
​ ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Year Ended December 31,
​ | ​ | 2021 |  | ​ | ​ | ​ | 2021
CONSOLIDATED STATEMENTS OF INCOME |  | As previously reported | ​ | Adjustments | ​ | As Restated
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating expenses: | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​
Research and development | ​ | $ | 15,477 | ​ | $ | (549) | ​ | $ | 14,928
Total operating expenses | ​ |  | 22,938 | ​ |  | (549) | ​ | ​ | 22,389
Operating loss | ​ |  | (22,938) | ​ |  | 549 | ​ | ​ | (22,389)
Loss before taxes | ​ |  | (22,734) | ​ |  | 549 | ​ | ​ | (22,185)
Income tax benefit | ​ |  | 3,847 | ​ |  | (119) | ​ | ​ | 3,728
Net loss | ​ |  | (18,887) | ​ |  | 430 | ​ | ​ | (18,457)
Net loss applicable to common shareholders | ​ | $ | (19,088) | ​ | $ | 430 | ​ | $ | (18,658)
Basic and diluted earnings per common share: | ​ |  |  | ​ |  |  | ​ |  | ​
Net loss per share – basic and diluted | ​ | $ | (2.14) | ​ | $ | 0.05 | ​ | $ | (2.09)
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Year Ended December 31,
​ |  | 2021 |  | ​ | ​ | ​ | 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ​ | As previously reported | ​ | Adjustments | As Restated
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net loss | ​ | $ | (18,887) | ​ | $ | 430 | ​ | $ | (18,457)
Comprehensive loss | ​ | $ | (18,887) | ​ | $ | 430 | ​ | $ | (18,457)
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Year Ended December 31,
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY |  | 2021 |  | ​ | ​ | ​ | 2021
​ | ​ | As previously reported | ​ | Adjustments | As Restated
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Accumulated Deficit (Loss for the period) | ​ | $ | (18,887) | ​ | $ | 430 | ​ | $ | (18,457)
Accumulated Deficit (Balances at December 31, 2021) | ​ | $ | (384,959) | ​ | $ | 430 | ​ | $ | (384,529)
Total Stockholders' Equity (Balances at December 31, 2021) | ​ | $ | 37,263 | ​ | $ | 430 | ​ | $ | 37,693
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Year Ended December 31,
​ |  | 2021 |  | ​ | ​ | ​ | 2021
CONSOLIDATED STATEMENTS OF CASH FLOWS | ​ | As previously reported | ​ | Adjustments | As Restated
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating activities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net loss | ​ | $ | (18,887) | ​ | $ | 430 | ​ | $ | (18,457)
Changes in operating assets and liabilities: | ​ |  | ​ | ​ |  | ​ | ​ |  | ​
Prepaid expenses and other assets | ​ | ​ | (3,931) | ​ | ​ | (549) | ​ | ​ | (4,480)
Accounts payable, accrued and other current liabilities | ​ | ​ | 2,906 | ​ | ​ | 119 | ​ | ​ | 3,025
​ With respect to the consolidated statements of cash flows for 2021, all adjustments are to line items within operating cash flows and there was no impact to the subtotal of operating, investing or financing cash flows for such periods. The remainder of the notes to the Company’s consolidated financial statements have been updated and restated, as applicable, to reflect the impacts of the restatement described above and have been notated as such.

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