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Restatement of Prior Financial Information | 9 Months Ended
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Sep. 30, 2023
Restatement of Prior Financial Information |
Restatement of Prior Financial Information | CYCLACEL PHARMACEUTICALS, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. Restatement of Prior Financial Information. ​ As previously summarized in our Current Report on Form 8-K filed with the SEC on November 15, 2023, during recent contract renegotiations with a contract counterparty related to the Company’s 065-102 study and the related 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 effect of the error corrections affecting the unaudited consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 are as follows (in thousands, except per share amounts): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | (Unaudited) | ​ | ​ | ​
​ |  | March 31, 2023 |  | ​ | ​ | ​ | March 31, 2023
CONSOLIDATED BALANCE SHEETS | ​ | As previously reported | ​ | Adjustments | ​ | As Restated
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
ASSETS | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-current deposits | ​ | $ | 2,916 | ​ | $ | 549 | ​ | $ | 3,465
Total assets | ​ | $ | 22,060 | ​ | $ | 549 | ​ | $ | 22,609
LIABILITIES AND STOCKHOLDERS’ EQUITY | ​ |  | ​ | ​ |  |  | ​ | ​ | ​
Accrued and other current liabilities | ​ | $ | 4,829 | ​ | $ | 119 | ​ | $ | 4,948
Total current liabilities | ​ |  | 7,338 | ​ |  | 119 | ​ | ​ | 7,457
Total liabilities | ​ |  | 7,418 | ​ |  | 119 | ​ | ​ | 7,537
Accumulated deficit | ​ |  | (411,961) | ​ |  | 430 | ​ | ​ | (411,531)
Total stockholders’ equity | ​ | $ | 10,148 | ​ | $ | 430 | ​ | $ | 10,578
Total liabilities and stockholders’ equity | ​ | $ | 22,060 | ​ | $ | 549 | ​ | $ | 22,609
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | (Unaudited) | ​ | ​ | ​
​ | ​ | Three Months Ended March 31,
​ |  | 2023 |  | ​ | ​ | ​ | 2023
CONSOLIDATED STATEMENTS OF INCOME | ​ | As previously reported | ​ | Adjustments | ​ | As Restated
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net loss applicable to common shareholders | ​ | $ | (5,854) | ​ | $ | — | ​ | $ | (5,854)
Basic and diluted earnings per common share: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net Loss per share - basic and diluted (common shareholders) | ​ | $ | (0.47) | ​ | $ | — | ​ | $ | (0.47)
Net Loss per share - basic and diluted (redeemable common shareholders) | ​ | $ | — | ​ | $ | (0.47) | ​ | $ | (0.47)
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | (Unaudited) | ​ | ​ | ​
​ |  | March 31, 2023 |  | ​ | ​ | ​ | March 31, 2023
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY | ​ | As previously reported | ​ | Adjustments | ​ | As Restated
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Accumulated Deficit (Balances at December 31, 2022) | ​ | $ | (406,157) | ​ | $ | 430 | ​ | $ | (405,727)
Accumulated Deficit (Balances at March 31, 2023) | ​ | $ | (411,961) | ​ | $ | 430 | ​ | $ | (411,531)
Total Stockholders' Equity (Balances at March 31, 2023) | ​ | $ | 10,148 | ​ | $ | 430 | ​ | $ | 10,578
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ | (Unaudited) | ​ | ​
​ |  | June 30, 2023 |  | ​ | ​ | ​ | June 30, 2023
​ | ​ | As previously | ​ | ​ | ​ | ​ | ​ | ​
CONSOLIDATED BALANCE SHEETS | ​ | reported | ​ | Adjustments | ​ | As Restated
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
ASSETS | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-current deposits | ​ | $ | 1,000 | ​ | $ | 549 | ​ | $ | 1,549
Total assets | ​ | $ | 16,442 | ​ | $ | 549 | ​ | $ | 16,991
LIABILITIES AND STOCKHOLDERS’ EQUITY | ​ |  | ​ | ​ |  |  | ​ |  | ​
Accrued and other current liabilities | ​ | $ | 4,577 | ​ | $ | 119 | ​ | $ | 4,696
Total current liabilities | ​ |  | 6,746 | ​ |  | 119 | ​ |  | 6,865
Total liabilities | ​ |  | 6,812 | ​ |  | 119 | ​ |  | 6,931
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Temporary equity | ​ | $ | 4,494 | ​ | $ | (1,105) | ​ | $ | 3,389
Common Stock | ​ | ​ | 9 | ​ | ​ | 1 | ​ | ​ | 10
Additional Paid-In Capital | ​ | ​ | 423,633 | ​ |  | 1,104 | ​ |  | 424,737
Accumulated deficit | ​ |  | (417,409) | ​ |  | 430 | ​ |  | (416,979)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total stockholders’ equity | ​ |  | 5,136 | ​ |  | 1,535 | ​ |  | 6,671
Total liabilities and stockholders’ equity | ​ | $ | 16,442 | ​ | $ | 549 | ​ | $ | 16,991
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (Unaudited) | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended June 30, | ​ | ​ | Six Months Ended June 30,
​ |  | 2023 |  | ​ | ​ | ​ | 2023 | ​ |  | 2023 |  | ​ | ​ | ​ | 2023
CONSOLIDATED STATEMENTS OF INCOME | ​ | As previously reported | ​ | Adjustments | ​ | As Restated | ​ | ​ | As previously reported | ​ | Adjustments | ​ | ​ | As Restated
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net loss applicable to common shareholders | ​ | $ | (5,498) | ​ | $ | — | ​ | $ | (5,498) | ​ | $ | (11,353) | ​ | $ | — | ​ | $ | (11,353)
Basic and diluted earnings per common share: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net Loss per share - basic and diluted (common shareholders) | ​ | $ | (0.44) | ​ | $ | — | ​ | $ | (0.44) | ​ | $ | (0.91) | ​ | $ | — | ​ | $ | (0.90)
Net Loss per share - basic and diluted (redeemable common shareholders) | ​ | $ | — | ​ | $ | (0.44) | ​ | $ | (0.44) | ​ | $ | — | ​ | $ | (0.90) | ​ | $ | (0.90)
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ | (Unaudited) | ​ | ​
​ |  | June 30, 2023 |  | ​ | ​ | ​ | June 30, 2023
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY | ​ | As previously reported | ​ | Adjustments | ​ | As Restated
Accumulated Deficit (Balances at December 31, 2022) | ​ | $ | (406,157) | ​ | $ | 430 | ​ | $ | (405,727)
Accumulated Deficit (Balances at March 31, 2023) | ​ | $ | (411,961) | ​ | $ | 430 | ​ | $ | (411,531)
Total Stockholders' Equity (Balances at March 31, 2023) | ​ | $ | 10,148 | ​ | $ | 430 | ​ | $ | 10,578
Common Stock - Issue of common stock on At Market, net of expenses | ​ | $ | — | ​ | $ | 1 | ​ | $ | 1
Common Stock (Balances at June 30, 2023) | ​ | $ | 9 | ​ | $ | 1 | ​ | $ | 10
Additional Paid-In Capital - Issue of common stock on At Market, net of expenses | ​ | $ | — | ​ | $ | 1,104 | ​ | $ | 1,104
Additional Paid-In Capital (Balances at June 30, 2023) | ​ | $ | 423,633 | ​ | $ | 1,104 | ​ | $ | 424,737
Accumulated Deficit (Balances at June 30, 2023) | ​ | $ | (417,409) | ​ | $ | 430 | ​ | $ | (416,979)
Total Stockholders' Equity (Balances at June 30, 2023) | ​ | $ | 5,136 | ​ | $ | 1,535 | ​ | $ | 6,671
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Common Stock No. Shares (Reclassification of redeemable common stock) | ​ | ​ | — | ​ | ​ | 798,200 | ​ | ​ | 798,200
Common Stock No. Shares (Balance at June 30, 2023) | ​ | ​ | 9,422,089 | ​ | ​ | 798,200 | ​ | ​ | 10,220,289
​ The correction of the errors did not change the reported net loss in 2023 or the 2022 comparative periods.

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