Restatement of Previously Issued Financial Statements | 2. Restatement of Previously Issued Financial Statements (a) Restatement for Investor Warrants in September 30, 2021 Financial Statements At the time of issuance of the TO3 Warrants on June 24, 2021, a Black-Scholes model was used, and a value of $5,151 was calculated using the following factors: share price SEK .92; exercise price SEK 1.70; historical and expected volatility 104.20%; option life 24 months, expected dividends 0%; and risk-free interest rate -.50% however certain market conditions were not considered. After the issuance of the Company’s September 30, 2021, financial statements on November 23, 2021, management corrected its valuation method to incorporate Monte Carlo simulations under different market conditions, as scheduled below, resulting in a probability weighted value of the TO3 warrants of $2,000 and $2,100 at June 24, 2021 and June 30, 2021 respectively. And warrants exercised on September 13, 2021, were re-valued at $206 using a Black-Scholes model with the assumptions noted below. June 24, June 30, September 13, Exercise price $ 10.05 $ 9.95 $ 9.86 Stock price $ 5.50 $ 6.3 $ 10.61 Risk-free interest (0.55 )% (0.56 )% (0.50 )% Expected dividend yield (0 )% (0 )% (0 )% Contractual life (years) 1.81 1.79 0.04 Expected volatility 106.5 % 98 % 104 % The restatement relates to the accounting for the derivative liability, a correction to allocate $393 of offering costs from equity to finance expense, and a reduction in value of the exercised warrants from $483 to $206. Based upon the above, values attributed to the derivative liability, the change in value of the derivative liability, interest costs, and foreign exchange have been adjusted in the following tables for each of the periods presented below: (b) Restatement of previously issued Unaudited Quarterly report for the period ended September 30, 2021 and September 30, 2020 The Company has restated its financial statements as of and for the three and nine month periods ended September 30, 2021 and September 30, 2020, to correct the following errors: a) The Company identified a convertible promissory note that was previously unrecorded. The Company assumed this promissory note as part of the 2018 acquisition of Oncology Venture Product Development ApS (the “2018 Merger”). This promissory note (the “Note”) should have been recorded at fair value at the date of acquisition and accreted over time to its face value. To correct this error, the Company has made adjustments before tax to: 1) record the cumulative impact of accrued interest, accretion of the discount and a reduction of the bargain purchase gain booked at the time of the acquisition on accumulated losses of $699, as an adjustment to the January 1, 2019 opening balance of accumulated losses on the statement of equity, 2) record an $88 adjustment to the January 1, 2020 opening balance of accumulated losses on the statement of equity to reflect accrued interest for the year ended December 31, 2019, 3) record the amortized cost of the Note of $954 and $856 as a non-current liability as of September 30, 2021 and 2020, respectively, and 4) record the interest and accretion for the three months ended September 30, 2021 and 2020 of $27 and $24, respectively; and by $74 and $69 for the nine months ended September 30, 2021 and 2020, respectively. The restatement tax effect of the Note is included in b) below. b) The Company identified an error in the valuation allowance relating to its deferred tax assets as of September 30, 2021 and 2020, and the income tax provision for the periods ended September 30, 2021, and 2020. In determining the valuation allowance in the previously issued financial statements, the Company assumed a reversal time frame for its most significant deferred tax liability related to IPR&D that was inconsistent with the classification of the IPR&D as indefinite-lived intangible assets. Consequently, an additional valuation allowance of $1,876 and $1,806 is necessary as of September 30, 2021 and 2020, respectively. To correct this error, the Company made adjustments to 1) record the cumulative impact of $81 as of January 1, 2020 as an increase in accumulated losses; 2) increase the valuation allowance as of September 30, 2021 and 2020 by $1,876 and $1,806, respectively, and 3) reduce the tax benefit for the three months ended September 30, 2021 and 2020 by $163 and $602 respectively; and by $468 and $1,806 for the nine months ended September 30, 2021 and 2020 respectively. c) The Company corrected certain classification matters related to the presentation of extinguishment of debt. In addition, the tax credit of $219 and $227 for the three months ended September 30, 2021 and 2020 respectively; and $656 and $681 for the nine months ended September 30, 2021 and 2020 respectively, was presented as a tax benefit in the income tax provision line. However, since it is not dependent on the generation of taxable income the presentation has been corrected to reflect the tax credit as a reduction of research and development expenses in the statement of operations. i. Balance sheets Opening deficit as of January 1, 2020 was corrected as follows: Total accumulated deficit, as previously reported at January 1, 2020 $ (32,374 ) Convertible promissory note and accrued interest, net (787 ) Deferred tax valuation allowance (81 ) Total accumulated deficit, as restated at January 1, 2020 $ (33,242 ) Impact of correction of errors September 30, 2021 As Adjustments As restated Total assets $ 36,987 $ — $ 36,987 Convertible promissory note, net of unamortized discount — 954 954 Deferred tax 128 2,153 2,281 Other 4,091 — 4,091 Total liabilities 4,219 3,107 7,326 Accumulated deficit (43,418 ) (6,258 ) (49,676 ) Additional paid-in capital 75,797 3,151 78,948 Others 389 — 389 Total stockholders’ equity 32,768 (3,096 ) 29,661 Total liabilities & stockholders’ equity $ 36,987 $ — $ 36,987 ii. Statements of operations Impact of correction of errors - quarter Three months ended September 30, 2021 As Adjustments As restated Operating expenses Research and development 1,574 (219 ) 1,355 General and administrative 2,619 — 2,619 Proceeds from sale of IP (1,000 ) 1,000 — Loss from operations $ (3,193 ) $ (781 ) $ (3,974 ) Other income (expenses) Proceeds from sale of IP — 1,000 1,000 Change in value of derivative liability 4,517 (2,732 ) 1,785 Interest expense — (27 ) (27 ) Foreign exchange 51 (42 ) 9 Others (109 ) — (109 ) Other income (expense) 4,459 (1,801 ) 2,658 Net (loss) income before income tax benefit (expense) 1,266 (2,582 ) (1,316 ) Income tax benefit (expense) 406 (441 ) (35 ) Net income (loss) 1,672 (3,023 ) (1,351 ) Net loss attributable to non-controlling interests — — — Net (loss) income attributable to Allarity common stockholders $ 1,672 $ (3,023 ) $ (1,351 ) Basic Earnings (Loss) per Share $ 0.22 $ (0.39 ) $ (0.17 ) Diluted Earnings (Loss) per Share 0.21 (0.39 ) (0.17 ) Weighted Average Shares Outstanding – Basic 7,753,051 7,753,051 7,753,051 Weighted Average Shares Outstanding – Diluted 7,944,021 7,753,051 7,753,051 Impact of correction of errors - quarter Three months ended September 30, 2020 As Adjustments As restated Operating expenses Research and development 1,012 (227 ) 785 General and administrative 953 — 953 Loss from operations $ (1,965 ) $ 227 $ (1,738 ) Other income (expenses) Interest expense — (24 ) (24 ) Others 314 — 314 Other income (expense) 314 (24 ) (290 ) Net loss before income tax (1,651 ) 203 (1,448 ) Income tax benefit (expense) 691 (741 ) (50 ) Net loss (960 ) (538 ) (1,498 ) Net loss attributable to non-controlling interests — — — Net (loss) attributable to Allarity common stockholders $ (960 ) $ (538 ) $ (1,498 ) Basic and Diluted Earnings (Loss) per Share $ (0.26 ) $ (0.14 ) $ (0.40 ) Weighted Average Shares Outstanding – Basic and Diluted 3,724,617 3,724,617 3,724,617 Impact of correction of errors – year to date Nine months ended September 30, 2021 As Adjustments As restated Operating expenses Research and development 5,329 (656 ) 4,674 General and administrative 6,140 — 6,140 Proceeds from sale of IP (1,000 ) 1,000 — Loss from operations $ (10,469 ) $ (345 ) $ (10,814 ) Other income (expenses) Gain from the sale of IP 1,000 1,000 Finance costs — (393 ) (393 ) Change in value of derivative liability 4,547 (2,832 ) 1,715 Loss on extinguishment of convertible debt — (141 ) (141 ) Change in fair value of convertible debt (298 ) (176 ) (474 ) Interest expense (481 ) 243 (238 ) Foreign exchange (29 ) (42 ) (71 ) Others (317 ) — (317 ) Other income (expense) 3,422 (2,341 ) 1,081 Net (loss) before income tax (7,047 ) (2,686 ) (9,733 ) Income tax benefit (expense) 1,061 (1,160 ) (99 ) Net loss (5,986 ) (3,845 ) (9,831 ) Net loss attributable to non-controlling interests — — — Net (loss) attributable to Allarity common stockholders $ (5,986 ) $ (3,845 ) $ (9,831 ) Basic and Diluted (Loss) per Share $ (1.04 ) $ (0.66 ) $ (1.70 ) Weighted Average Shares Outstanding - Basic and Diluted 5,779,681 5,779,681 5,779,681 Impact of correction of errors – year to date Nine months ended September 30, 2020 As Adjustments As restated Operating expenses Research and development 3,233 (681 ) 2,552 General and administrative 3,245 — 3,245 Loss from operations $ (6,478 ) $ 681 $ (5,797 ) Other income (expense) Interest expense (115 ) (70 ) (185 ) Others 1,176 — 1,176 Other income (expense) $ 1,061 $ (70 ) $ 991 Net (loss) income before income tax benefit (5,417 ) 611 (4,806 ) Income tax benefit 1,520 (1,668 ) (148 ) Net loss $ (3,897 ) $ (1,057 ) $ (4,954 ) Net loss attributable to non-controlling interests (15 ) — (15 ) Net loss attributable to Allarity common stockholders $ (3,882 ) $ (1,057 ) $ (4,939 ) Basic and Diluted (Loss) per Share $ (1.29 ) $ (0.35 ) $ (1.64 ) Weighted Average Shares Outstanding - Basic and Diluted 3,013,019 3,013,019 3,013,019 iii. Statement of Cash Flows Impact of correction of errors – nine September 30, 2021 As Adjustments As Loss for the period $ (5,986 ) $ (3,846 ) $ (9,832 ) Items not affecting cash: Gain from the sale of IP — (1,000 ) (1,000 ) Non-cash interest 391 (243 ) 148 Deferred income taxes (475 ) 621 146 Non-cash lease expense 87 (87 ) — Non-cash finance expense — 393 393 Fair value adjustment of derivative liabilities (4,547 ) 2,832 (1,715 ) Foreign currency loss (gain) 29 42 71 Loss on extinguishment of convertible debt — 141 141 Fair value adjustment of convertible debt 298 176 474 Others 1,612 — 1,612 Changes in operating assets and liabilities: Operating lease liability (243 ) 145 (98 ) Others (907 ) — (907 ) Net cash used in operating activities (9,741 ) (826 ) (10,567 ) Cash provided by investing activities: Proceeds from sale of IP — 1,000 1,000 Net cash provided by investing activities — 1,000 1,000 Net cash provided in financing activities 15,381 — 15,381 Net increase (decrease) in cash 5,640 — 5,814 Foreign exchange effect on cash (354 ) (174 ) (528 ) Cash beginning of period 298 — 298 Cash end of period $ 5,584 $ — $ 5,584 Impact of correction of errors – nine As Adjustments As restated Loss for the period $ (3,897 ) $ (1,057 ) $ (4,954 ) Items not affecting cash: Non-cash interest 115 70 185 Deferred income taxes (948 ) 1,131 183 Foreign currency loss (gain) (118 ) (144 ) (262 ) Others: 36 — 36 Net cash used in operating activities (4,812 ) — (4,812 ) Net cash provided in financing activities 3,333 — 3,333 Net increase (decrease) in cash (1,479 ) (1,479 ) Foreign exchange effect on cash (15 ) (15 ) Cash beginning of period 1,524 — 1,524 Cash end of period $ 30 $ — $ 30 |