RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 10. RESTATEMENT OF PREVIOUSLY ISSUED QUARTERLY FINANCIAL STATEMENTS (Unaudited) As described in Note 1 and detailed below, in July 2024 the Company determined that it was necessary to re-evaluate its accounting treatment for certain previously issued warrants and preferred stock. The Company identified five areas where the historical accounting treatment applied to previously issued warrants and preferred stock required modification: 1. Contractual terms contained within the agreements governing the warrants issued to its investors in prior periods required further evaluation under Topic 815. After consultation with external advisors and completing an extensive review process, management concluded that the classification of certain previously issued warrants as equity was not consistent with Topic 815 and has restated them as liabilities. This also results in the requirement to account for the change in the fair value of the liability classified warrants through the Consolidated Statements of Operations at each reporting date they remain outstanding. 2. Upon the issuance of the Series E Preferred Stock, the contractual language required the 2022 Pre-Funded Warrants be corrected from equity to liability. 3. The Series D Preferred Stock issued in 2020 was determined to be temporary, or mezzanine equity upon issuance and was so recorded. 4. The accounting treatment for the Tranche A and B warrants issued as part of the September 2023 financing (See Note 2) continues to be appropriate; however, as part of the work performed for the restatement, the warrant valuation was adjusted to correct prior errors in the valuation. 5. Certain operating costs previously recorded as research and development expenses were corrected to general and administrative expenses. The impact on the condensed consolidated financial statements is as follows (lettered for reference to the financial statement adjustments): A. All the outstanding common warrants were corrected from permanent equity to Warrant Liability, and the Series D Preferred Stock was corrected from permanent equity to Mezzanine Equity as of December 31, 2021. B. The settlement of the Tranche A warrants exercised in the first quarter of 2024 was corrected to be an adjustment to the value of the Series E-3 preferred stock. C. After the issuance of the Series E Preferred in September 2023, the 2022 Pre-Funded Warrants were corrected from Additional Paid-In Capital to Warrant Liability. D. At each reporting period the warrants accounted for as liabilities were marked to market with the adjustment reflected in Other Income (Expense). E. Certain operating costs previously recorded as research and development expenses were corrected to general and administrative expenses. F. Adjusted the balance sheet as of December 31, 2021 by reducing additional paid-in capital and increasing accumulated deficit by $25,300,000 which was the change from the initial fair value amount of the warrants issued in 2017, 2018 and 2020 through December 31, 2021. Below are the Company’s restated condensed consolidated balance sheets as of March 31, 2024, and the restated condensed consolidated statements of operations, consolidated statement of convertible preferred stock and stockholders’ equity, and condensed statements of cash flows, with adjustments, for the three months ended March 31, 2024. CELLECTAR BIOSCIENCES, INC. RESTATED CONSOLIDATED BALANCE SHEETS March 31, 2024 As Previously Restatement Reported Adjustments Reference As Restated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 40,031,181 $ — $ 40,031,181 Prepaid expenses and other current assets 1,337,184 — 1,337,184 Total current assets 41,368,365 — 41,368,365 Property, plant & equipment, net 1,023,447 — 1,023,447 Operating lease right-of-use asset 486,847 — 486,847 Other long-term assets 29,780 — 29,780 TOTAL ASSETS $ 42,908,439 $ — $ 42,908,439 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 7,393,950 $ — $ 7,393,950 Warrant liability 8,800,000 12,283,028 A, C 21,083,028 Lease liability, current 73,994 — 73,994 Total current liabilities 16,267,944 12,283,028 28,550,972 Lease liability, net of current portion 474,349 — 474,349 TOTAL LIABILITIES 16,742,293 12,283,028 29,025,321 COMMITMENTS AND CONTINGENCIES (Note 10) MEZZANINE EQUITY: Series D preferred stock, 111.11 shares authorized, issued outstanding — 1,382,023 A 1,382,023 STOCKHOLDERS’ (DEFICIT) EQUITY: Series D preferred stock, 111.11 shares authorized, issued 1,382,023 (1,382,023) A — Series E-2 preferred stock, 1,225.00 shares authorized; 237.50 shares issued and outstanding as of March 31, 2024 3,474,286 — 3,474,286 Series E-3 preferred stock, 2,205.00 shares authorized; 630.00 shares issued and outstanding as of March 31, 2024 12,222,000 1,371,429 13,593,429 Common stock, $0.00001 par value; 170,000,000 shares authorized; 33,164,466 shares issued and outstanding as of March 31 2024 332 — 332 Additional paid-in capital 248,151,681 (23,315,633) A, C 224,836,048 Accumulated deficit (239,064,176) 9,661,176 B, D, F (229,403,000) Total stockholders’ (deficit) equity 26,166,146 (13,665,051) 12,501,095 TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY $ 42,908,439 $ — $ 42,908,439 CELLECTAR BIOSCIENCES, INC. RESTATED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended March 31, 2024 As Previously Reported Adjustments Reference As Restated OPERATING EXPENSES: Research and development $ 7,377,940 $ (289,898) E $ 7,088,042 General and administrative 4,623,546 289,898 E 4,913,444 Total operating expenses 12,001,486 — 12,001,486 LOSS FROM OPERATIONS (12,001,486) — (12,001,486) OTHER INCOME (EXPENSE): Loss on valuation of warrants (9,900,000) (5,060,346) D (14,960,346) Interest income 319,849 — 319,849 Total other income (expense), net (9,580,151) (5,060,346) (14,640,497) NET LOSS $ (21,581,637) $ (5,060,346) $ (26,641,983) NET LOSS PER SHARE — BASIC AND DILUTED $ (0.74) $ (0.17) $ (0.91) WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING — BASIC AND DILUTED 29,346,679 — 29,346,679 CELLECTAR BIOSCIENCES, INC. RESTATED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited) Series D Preferred Stock Preferred Stock Common Stock Total Par Additional Accumulated Stockholders’ Shares Amount Shares Amount Shares Amount Paid ‑ In Capital Deficit Equity (Deficit) Previously Reported Balance at December 31, 2023 — $ — 430.87 $ 6,059,655 20,744,110 $ 207 $ 210,066,630 $ (217,482,539) $ (1,356,047) Stock-based compensation — — — — — — 454,363 — 454,363 Conversion of pre-funded warrants into common stock — — — — 1,079,132 11 (11) — — Exercise of warrants for preferred stock, net of issuance costs (Note 2) — — 2,205.00 42,777,000 — — — — 42,777,000 Conversion of Series E-3 preferred stock into common stock — — (1,575.00) (30,555,000) 9,890,099 100 30,554,900 — — Exercise of warrants for common stock — — — — 547,177 5 1,072,462 — 1,072,467 Conversion of Series E-2 preferred stock into common stock — — (82.26) (1,203,346) 903,956 9 1,203,337 — — Settlement of warrants to equity (Note 2) — — — — — — 4,800,000 — 4,800,000 Retired shares — — — — (8) — — — — Net loss — — — — — — — (21,581,637) (21,581,637) Balance at March 31, 2024 — $ — 978.61 $ 17,078,309 33,164,466 $ 332 $ 248,151,681 $ (239,064,176) $ 26,166,146 Adjustments Balance at December 31, 2023 111.11 $ 1,382,023 (111.11) $ (1,382,023) — $ — $ (27,142,420) $ 14,721,522 $ (13,802,921) Conversion of pre-funded warrants into common stock (C) — — — — — — 3,972,540 — 3,972,540 Settlement of warrants to equity (B) — — — 4,800,000 — — (4,800,000) — — Conversion of Series E-3 preferred stock into common stock (B) — — — (3,428,571) — — 3,428,571 — — Exercise of warrants for common stock (A) — — — — — — 1,225,676 — 1,225,676 Net loss — — — — — — — (5,060,346) (5,060,346) Balance at March 31, 2024 111.11 $ 1,382,023 (111.11) $ (10,594) — $ — $ (23,315,633) $ 9,661,176 $ (13,665,051) As Restated Balance at December 31, 2023 111.11 $ 1,382,023 319.76 $ 4,677,632 20,744,110 $ 207 $ 182,924,210 $ (202,761,017) $ (15,158,968) Stock-based compensation — — — — — — 454,363 — 454,363 Conversion of pre-funded warrants into common shares — — — — 1,079,132 11 3,972,529 — 3,972,540 Exercise of warrants for preferred stock, net of issuance costs — — 2,205.00 47,577,000 — — — — 47,577,000 Conversion of Series E-3 preferred stock into common stock — — (1,575.00) (33,983,571) 9,890,099 100 33,983,471 — — Exercise of warrants for common stock — — — — 547,177 5 2,298,138 — 2,298,143 Conversion of Series E-2 preferred stock into common stock — — (82.26) (1,203,346) 903,956 9 1,203,337 — — Retired shares — — — — (8) — — — — Net loss — — — — — — — (26,641,983) (26,641,983) Balance at March 31, 2024 111.11 $ 1,382,023 867.50 $ 17,067,715 33,164,466 $ 332 $ 224,836,048 $ (229,403,000) $ 12,501,095 CELLECTAR BIOSCIENCES, INC. RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS Three Months Ended March 31, 2024 As Previously Reported Adjustments Reference As Restated CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (21,581,637) $ (5,060,346) D $ (26,641,983) Adjustments to reconcile net loss to cash used in operating activities: Depreciation and amortization 88,490 — 88,490 Stock-based compensation 454,363 — 454,363 Change in fair value of warrants 9,900,000 5,060,346 D 14,960,346 Change in operating lease right-of-use asset 15,436 — 15,436 Changes in: Prepaid expenses and other assets (448,959) — (448,959) Lease liability (4,639) — (4,639) Accounts payable and accrued liabilities (1,784,695) — (1,784,695) Cash used in operating activities (13,361,641) — (13,361,641) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant & equipment (21,633) — (21,633) Cash used in investing activities (21,633) — (21,633) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of warrants, net of issuance costs (Note 2) 43,849,467 — 43,849,467 Cash provided by financing activities 43,849,467 — 43,849,467 INCREASE IN CASH AND CASH EQUIVALENTS 30,466,193 — 30,466,193 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 9,564,988 — 9,564,988 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 40,031,181 $ — $ 40,031,181 Settlement of warrants to equity $ 4,800,000 $ — $ 4,800,000 Conversion of preferred stock to common stock $ 31,758,346 $ — $ 31,758,346 |