What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-29 · 220 added, 224 removed, 597 unchanged (43% of the section changed)

8 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f).

Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

generally accepted in the United States of America.

All internal control systems, no matter how well designed, have inherent limitations.

4 unchanged sentences

There has been no change in our internal control over financial reporting during the quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

OTH ER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

The information required by this item is incorporated by reference from the information contained in our Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Stockholders to be held in 2025 (the “2025 Proxy Statement”), under the heading “Election of Directors.”

EXECUTIVE COMPENSATION

EXE CUTIVE COMPENSATION

The information required by this item is incorporated by reference from the information contained in the 2025 Proxy Statement under the heading “Executive Compensation.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURIT Y OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference from the information contained in the 2025 Proxy Statement under the headings “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

1 unchanged sentence

The information required by this item is incorporated by reference from the information contained in the 2025 Proxy Statement under the headings “Family Relationships and other Arrangements.”

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIP AL ACCOUNTING FEES AND SERVICES

The information required by this item is incorporated by reference from the information contained in the 2025 Proxy Statement under the heading “Proposal 2:

1 unchanged sentence

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Number Description of Exhibit

Description of Exhibit

(a)(1) Financial Statements

The financial statements required by this item are submitted in a separate section beginning on page F-1 of this Annual Report on Form 10-K.

Number Description

Amended and Restated Certificate of Incorporation of Trovagene, Inc.

2 unchanged sentences

(incorporated by reference to Appendix B to the Company’s Proxy Statement on Schedule 14A filed on March 20, 2012).

By-Laws of Trovagene, Inc.

(incorporated by reference to Exhibit 3.2 to the Company’s Form 10-12G filed on November 25, 2011).

Amended and Restated By-Laws of Cardiff Oncology, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K on January 6, 2025).

Certificate of Amendment of Amended and Restated Certificate of Trovagene, Inc.

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(incorporated by reference to Exhibit 4.1 to the Company’s Form 10-12G filed on November 25, 2011).

2004 Stock Option Plan (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on July 19, 2004)

Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 1, 2014).

Trovagene, Inc.

29 unchanged sentences

(incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed on March 15, 2017).

Stock and Warrant Subscription Agreement entered into as of May 8, 2020 by and between Cardiff Oncology, Inc.

and POC Capital, LLC.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 13, 2020).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to Form 8-K filed on May 13, 2020).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 19, 2020).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 16, 2020).

Employment Agreement, dated July 12, 2021 by and between James Levine and Cardiff Oncology, Inc.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed on July 12,2021).

Securities Purchase Agreement, dated November 17, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 18, 2021).

Employment Agreement, dated January 30, 2023 by and between Dr.

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dated June 30, 2023 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 9, 2023).

Cardiff Oncology, Inc.

Insider Trading Policy

Consent of BDO USA, P.C.

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Cardiff Oncology, Inc.

Clawback Policy.

101.INS XBRL Instance Document.

101.SCH XBRL Taxonomy Extension Schema.

101.CAL XBRL Taxonomy Extension Calculation Linkbase.

101.LAB XBRL Taxonomy Extension Labels Linkbase.

101.PRE XBRL Taxonomy Extension Presentation Linkbase.

101.DEF XBRL Taxonomy Extension Definition Linkbase.

Clawback Policy (incorporated by reference to Exhibit 97 to Form 10-K filed on February 29, 2024).

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Labels Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Indicates a management contract or compensatory plan or arrangement.

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@ Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).

FORM 10-K SUMMARY

FO RM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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/s/ Mark Erlander

February 27, 2025

Chief Executive Officer (Principal Executive Officer)

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Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/ Mark Erlander Chief Executive Officer 2/29/2024

Mark Erlander (Principal Executive Officer)

/s/ James Levine Chief Financial Officer 2/29/2024

James Levine (Principal Financial and Accounting Officer)

/s/ Mark Erlander

Chief Executive Officer

February 27, 2025

Mark Erlander

(Principal Executive Officer)

/s/ James Levine

Chief Financial Officer

February 27, 2025

(Principal Financial and Accounting Officer)

/s/ Rodney S.

Markin Chairman of the Board and Director 2/29/2024

Armitage Director 2/29/2024

/s/ Mani Mohindru Director 2/29/2024

Chairman of the Board and Director

February 27, 2025

/s/ Mani Mohindru

February 27, 2025

Mani Mohindru

Pace Director 2/29/2024

/s/ Renee Tannenbaum Director 2/29/2024

February 27, 2025

/s/ Renee Tannenbaum

February 27, 2025

Renee Tannenbaum

/s/ Lâle White Director 2/29/2024

/s/ Lâle White

February 27, 2025

CARDIFF ONCOLOGY, INC.

Index to Financial Statements

Index to Finan cial Statements

Report of Independent Registered Public Accounting Firm (BDO USA, P.C.;

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Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Report of Independent R egistered Public Accounting Firm

Board of Directors and Stockholders

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee of the Company’s board of directors and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accrued clinical trial expenses

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The Company’s related 2024 clinical trial expenses are included in research and development expense.

We identified accrued clinical trial expenses as a critical audit matter due to the application of management judgment over the estimate of services provided.

Specifically, evaluating the progress or stage of completion of the clinical trial activities under the Company’s research and development agreements is sensitive to the availability of information from service providers.

The Company considers several factors including the key terms of the clinical trial agreements, budgets, contract amendments, and

the progress of clinical trials toward completion (which includes consideration of patient enrollment).

We identified accrued clinical trial expenses as a critical audit matter.

Specifically, (i) evaluating the completeness of the Company's clinical trial accruals, and (ii) progress of the clinical trials under the Company’s research and development agreements.

The Company considers several elements including the key terms of the clinical trial agreements, budgets, contract amendments, and the progress of clinical trials toward completion (which includes consideration of patient enrollment).

Auditing these elements involved especially challenging auditor judgment due to the nature of the audit evidence available to address these matters.

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• Testing management’s estimation of accrued clinical trial expenses by;

(i) obtaining and inspecting certain clinical trial agreements, budgets, and contract amendments, (ii) evaluating the Company’s documentation of trial progress and status (including consideration of patient enrollment), (iii) confirming certain amounts invoiced, and amounts paid directly with service providers, and (iv) testing a sample of clinical trial expenses incurred .

• Testing the completeness of the Company’s clinical trial accruals by;

(i) inspecting board of directors’ minutes to identify clinical trials, (ii) evaluating publicly available information (such as press releases, investor presentations and public databases that track clinical trials), (iii) inquiring of clinical staff outside of finance to gain an understanding of the status of certain on-going clinical trials, and (iv) testing a sample of payments subsequent to year end.

(i) obtaining and inspecting certain clinical trial agreements, budgets, and contract amendments, (ii) evaluating the Company’s documentation of progress of clinical trials (including consideration of patient enrollment), (iii) confirming certain amounts invoiced and amounts paid directly with service providers, and (iv) testing a sample of clinical trial expenses incurred .

• Testing the completeness of the Company’s accrued clinical trial expenses by;

(i) inspecting board of directors’ minutes to identify clinical trials, (ii) evaluating publicly available information (such as press releases, investor presentations and public databases that track clinical trials), (iii) inquiring of clinical staff outside of finance to gain an understanding of the progress of certain on-going clinical trials, and (iv) testing a sample of payments subsequent to year end.

/s/ BDO USA, P.C.

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(in thousands, except par value)

December 31, 2023 December 31, 2022

Current assets:

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Operating lease right-of-use assets

Other assets 1,279 1,387

Total Assets $ 81,637 $ 116,191

Liabilities and Stockholders’ Equity

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Stockholders’ equity

Preferred stock, $ 0.001 par value, 20,000 shares authorized;

Series A Convertible Preferred Stock liquidation preference $ 1,068 and $ 1,044 at December 31, 2023 and December 31, 2022, respectively;

Preferred stock, $ 0.001 par value, 20,000 shares

277 designated as Series A Convertible Preferred Stock;

61 shares outstanding at December 31, 2024 and December 31, 2023

with liquidation preference of $ 1,092 and $ 1,068 at

December 31, 2024 and December 31, 2023, respectively

Common stock, $ 0.0001 par value, 150,000 shares authorized;

44,677 shares issued and outstanding at December 31, 2023 and December 31, 2022

44,677 shares issued and outstanding at December 31, 2024

and December 31, 2023, respectively

Additional paid-in capital

Accumulated other comprehensive loss ( 67 ) ( 395 )

Accumulated other comprehensive gain (loss)

Accumulated deficit

16 unchanged sentences

Total other income, net

Net loss ( 41,441 ) ( 38,704 )

Preferred stock dividend payable on Series A Convertible Preferred Stock ( 24 ) ( 24 )

Preferred stock dividend payable on Series A

Convertible Preferred Stock

Net loss attributable to common stockholders

Net loss per common share — basic and diluted

Weighted-average shares outstanding — basic and diluted 44,677 43,600

Weighted-average shares outstanding — basic

The accompanying notes are an integral part of these financial statements.

3 unchanged sentences

Year Ended December 31,

Net loss $ ( 41,441 ) $ ( 38,704 )

Other comprehensive loss:

Unrealized gain (loss) on securities available-for-sale 328 ( 253 )

Unrealized gain on securities available-

Total comprehensive loss

Preferred stock dividend payable on Series A Convertible Preferred Stock ( 24 ) ( 24 )

Comprehensive loss attributable to common stockholders $ ( 41,137 ) $ ( 38,981 )

Preferred stock dividend payable on Series A

Convertible Preferred Stock

Comprehensive loss attributable to common

The accompanying notes are an integral part of these financial statements.

2 unchanged sentences

(in thousands)

Preferred Stock Shares Preferred Stock Amount Common Stock Shares Common Stock Amount Additional

Paid-In Capital Service Receivable Accumulated other

comprehensive loss Accumulated Deficit Total

Stockholders’ Equity

Comprehensive

Stockholders’

Balance, December 31, 2022

Stock-based compensation

Issuance of common stock upon exercise of stock options — — 29 — 75 — — — 75

Issuance of common stock upon conversion of Series E Convertible Preferred Stock ( 655 ) ( 1 ) 2,684 — — — — — ( 1 )

Other comprehensive loss — — — — — ( 253 ) — ( 253 )

Release of clinical trial funding commitment — — — — 139 — — 139

Cumulative preferred stock dividend adjustment — — — — — — — 414 414

Net loss — — — — — — ( 38,704 ) ( 38,704 )

Other comprehensive gain

Balance, December 31, 2023

Modified-retrospective adoption of

ASU 2020-06 (1)

Issuance of common stock, net

of expenses (2)

Stock-based compensation

Issuance of common stock upon

exercise of stock options

Other comprehensive gain

Net loss — — — — — — — ( 41,441 ) $ ( 41,441 )

Balance, December 31, 2024

(1) See Note 2.

(2) Net of expenses of $ 3.3 million.

The accompanying notes are an integral part of these financial statements.

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Operating activities

Net loss $ ( 41,441 ) $ ( 38,704 )

Adjustments to reconcile net loss to net cash used in operating activities:

Loss on disposal of assets — 1

Depreciation 398 236

Stock-based compensation expense

(Accretion) amortization of (discounts) and premiums on short-term investments, net ( 921 ) 632

Release of clinical trial funding commitment — 139

Accretion of discounts on short-term investments, net

Changes in operating assets and liabilities:

Other assets 108 ( 1,148 )

Accounts receivable and unbilled receivable

1 unchanged sentence

Operating lease right-of-use assets

Accounts payable and accrued expenses 2,831 1,348

Accounts payable and accrued liabilities

Operating lease liabilities

Other liabilities — ( 42 )

Net cash used in operating activities

1 unchanged sentence

Capital expenditures

Insurance proceeds from casualty loss — 114

Maturities of short-term investments

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Financing activities

Proceeds from sales of common stock, net of expenses of $ 3,286 and $ 0 ,

Proceeds from exercise of options

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Cash and cash equivalents—End of period

Supplementary disclosure of cash flow activity:

Cash paid for taxes $ 1 $ 2

Acquisition of property and equipment included in accounts payable and accrued liabilities $ 16 $ 232

Supplemental disclosure of non-cash investing and financing activities:

Cumulative preferred stock dividend adjustment $ — $ ( 414 )

The accompanying notes are an integral part of these financial statements.

Cardiff Oncology, Inc.

Notes to Financial Statements

Notes to F inancial Statements

Business Overview and Liquidity

2 unchanged sentences

(“Cardiff Oncology” or the “Company”) headquartered in San Diego, California, is a clinical-stage biotechnology company leveraging Polo-like Kinase 1 (“PLK1”) inhibition, to develop novel therapies across a range of cancers.

The Company’s lead asset is onvansertib, a PLK1 inhibitor that is being evaluated in combination with standard of care therapies in clinical programs targeting indications such as RAS-mutated metastatic colorectal cancer (“mCRC”), as well as investigator-initiated trials in metastatic pancreatic ductal adenocarcinoma (“mPDAC”), small cell lung cancer (“SCLC”), and triple negative breast cancer (“TNBC”).

These programs and the Company’s broader development strategy are designed to target tumor vulnerabilities in order to overcome treatment resistance and deliver superior clinical benefit compared to the standard of care alone.

The Company’s lead asset is onvansertib, a PLK1 inhibitor that is being evaluated in combination with standard-of-care ("SoC") therapeutics in clinical programs targeting indications such as RAS-mutated metastatic colorectal cancer (“mCRC”), as well as ongoing or planned investigator-initiated trials in metastatic pancreatic ductal adenocarcinoma (“mPDAC”), small cell lung cancer (“SCLC”), and triple negative breast cancer (“TNBC”).

The Company's common stock is listed on the Nasdaq Capital Market under the ticker symbol "CRDF".

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Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker regarding resource allocation and assessing performance.

The Company views its operations and manages its business, as one operating segment in the United States.

The company operates in one business segment in the United States, which includes all activities related to the development of novel therapies across a range of cancers.

The Company's chief operating decision-maker is its chief executive officer.

The chief operating decision-maker allocates resources based on available cash, cash equivalents and short-term investments.

The primary measure of performance reviewed by the chief operating decision-maker is net loss which is compared to the annual budget and quarterly forecasts.

All financial information required for segment reporting that is provided to the chief operating decision-maker is contained within the financial statements and notes to financial statements, with the exception of the disaggregated amounts contained in the table below:

Year Ended December 31,

(in thousands)

Research and development:

Salaries and staff costs

Stock-based compensation

Clinical trials, outside services, and lab supplies

Facilities and other

Total research and development

Selling, general and administrative:

Salaries and staff costs

Stock-based compensation

Outside services and professional fees

Facilities and other

Total selling, general and administrative

Use of Estimates

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As all the Company’s investment holdings are in the form of debt securities or certificates of deposit, unrealized gains and losses that are determined to be temporary in nature are reported as a component of accumulated other comprehensive loss.

A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the establishment of a new cost basis for the security.

A decline in the fair value of any security below cost that is deemed other than temporary

results in a charge to earnings and the establishment of a new cost basis for the security.

Interest income is recognized when earned and is included in investment income, as are the amortization of purchase premiums and accretion of purchase discounts on investment securities.

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Royalties are generally due quarterly or annually.

Derivative Financial Instruments—Warrants

The Company has issued common stock warrants in connection with the execution of certain equity financings.

Such warrants are classified as derivative liabilities and are recorded at their fair market value as of each reporting period as they do not meet the criteria for equity classification.

Changes in fair value of derivative liabilities are recorded in the statement of operations under the caption “Change in fair value of derivative instruments — warrants.”

The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding the historical volatility of Cardiff Oncology’s common stock price, the remaining life of the warrants, and the risk-free interest rates at each period end.

The Company thus uses model-derived valuations where inputs are observable in active markets to determine the

The use of the Black-Scholes model classifies such warrants as Level 3 (See " Fair Value of Financial Instruments" below).

These warrants expired during the first quarter of 2023.

At December 31, 2022, the fair value of these warrants was $ 0 .

Stock-Based Compensation

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Estimated Useful Lives

Furniture and office equipment 3 to 5 years

Leasehold improvements 4 to 6 years

Laboratory equipment 5 years

Furniture and office equipment

Leasehold improvements

Laboratory equipment

Impairment losses on long-lived assets used in operations are recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amount.

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ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at

commencement date based on the present value of lease payments over the lease term.

Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

None of the Company’s operating leases provide an implicit rate, therefore the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

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As the related goods are delivered or the services are performed, or when the goods or services are no longer expected to be provided, the deferred amounts are recognized as an expense.

Upfront and milestone payments to acquire contractual rights to licensed technology are expensed when incurred if there is uncertainty in the Company receiving future economic benefit from the acquired contractual rights.

Certain contractual rights may require the Company to make additional milestone payments based on development and commercial milestones, and royalties based on sales volume.

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Series A Convertible Preferred Stock

9,459,779 9,431,303

Recently Adopted Accounting Pronouncement

In May 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No.

2021-04 ("ASU 2021-04"), Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force).

The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

The Company has prospectively adopted this standard as of January 1, 2022 for periods presented after the adoption.

The adoption of ASU 2021-04 did not have a material impact on the Company's financial statements.

Recent Accounting Pronouncement Not Yet Adopted

In August 2020, the FASB issued ASU No.

In August 2020, the Financial Accounting Standards Board (" the FASB") issued ASU No.

2020-06 ("ASU 2020-06"), Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”).

2 unchanged sentences

In addition, ASU 2020-06 modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation.

The amendments in this update are effective for the Company on January 1, 2024.

This update was effective for the Company on January 1, 2024.

The amendment is to be adopted through either a fully retrospective or modified retrospective method of transition.

Early adoption is permitted.

The Company will adopt this standard as of January 1, 2024 using the modified-retrospective method.

The Company is currently evaluating the adoption of ASU 2020-06, but does not expect it to have a material impact on the Company's financial statements.

In December 2023, the FASB issued ASU No.

2023-09 ("ASU 2023-09"), “Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The Company adopted this standard as of January 1, 2024 using the modified-retrospective method .

As a result of the adoption the Company reversed the accretion of preferred stock dividends originally recorded in 2005 related to the Series A Convertible Preferred Stock of $ 793,000 .

In November 2023, the FASB issued ASU 2023-07, Segment Reporting, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

The updated standard is effective for the Company's annual periods beginning December 31, 2024 and interim periods beginning in the first quarter of 2025.

Early adoption is permitted.

The Company has adopted this standard with additional disclosure contained in Note 2 to the financial statements.

Recent Accounting Pronouncement Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024 and for private businesses for annual periods beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the impact of this guidance on its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, to enhance the transparency of certain expense disclosures.

The update requires disclosure of specific expense categories in the notes to the financial statements at interim and annual reporting periods.

The update requires disaggregated information about certain prescribed expense categories underlying any relevant income statement expense caption.

The amendments in this update are effective for public entities for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

The amendments may be adopted either prospectively or retrospectively.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance on its financial statement disclosures.

Supplementary Balance Sheet Information

1 unchanged sentence

As of December 31, 2024

(in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Market Value

(in thousands)

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Fair Market Value

Maturity less than 1 year:

Certificate of deposit $ 8,317 $ 16 $ — $ 8,333

Corporate debt securities

Commercial paper

government agencies 835 — ( 1 ) 834

treasury securities

Total maturity less than 1 year

1 unchanged sentence

Corporate debt securities

treasury securities 18,505 — ( 79 ) 18,426

Total maturity 1 to 2 years

1 unchanged sentence

As of December 31, 2023

(in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Market Value

(in thousands)

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Fair Market Value

Maturity less than 1 year:

3 unchanged sentences

government agencies

treasury securities 7,905 — ( 18 ) 7,887

Total maturity less than 1 year

1 unchanged sentence

Corporate debt securities

treasury securities

Total maturity 1 to 2 years

Total short-term investments

For the year ended December 31, 2023 the net realized loss recorded within the Company's statement of operations from the sale of short-term investments was $ 0.1 million.

The amount of gains and losses reclassified out of other comprehensive income for the period related to the sales of short-term investments was not material for the year ended December 31, 2023.

The Company periodically reviews the portfolio of debt securities to determine if any investment is impaired due to credit loss or other potential valuation concerns.

For debt securities where the fair value of the investment is less than the amortized cost basis, the Company has assessed at the individual security level for various quantitative factors including, but not limited to, the nature of the investments, changes in credit ratings, interest rate fluctuations, industry analyst reports, and the severity of impairment.

Unrealized losses in investments available for sale debt securities at December 31, 2023, were substantially due to increases in interest rates, not due to increased credit risks associated with specific securities.

Accordingly, the Company has not recorded an allowance for credit losses.

It is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity.

For the years ended December 31, 2024 and 2023, the net realized loss recorded within the Company's statements of operations from the sale of short-term investments were $ 34,000 and $ 102,000 , respectively.

The amount of gains and losses reclassified out of other comprehensive loss for the period related to the sales of short-term investments was not material for the years ended December 31, 2024 and 2023.

We periodically review our portfolio of debt securities to determine if any investment is impaired due to credit loss or other potential valuation concerns.

For debt securities where the fair value of the investment is less than the amortized cost basis, we have assessed at the individual security level for various quantitative factors including, but not limited to, the nature of the investments, changes in credit ratings, interest rate fluctuations, industry analyst reports, and the severity of impairment.

Unrealized losses in investments available for sale debt securities at December 31, 2024, were substantially due to changes in interest rates, not due to increased credit risks associated with specific securities.

Accordingly, we have not recorded an allowance for credit losses.

It is not more likely than not that we will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity.

There were no unrealized loss positions greater than one year as of December 31, 2024.

Investments available for sale that have been in a continuous unrealized loss position for greater than one-year consist of the following:

As of December 31, 2023

(in thousands) Fair Market Value Gross Unrealized Loss

Corporate debt securities $ 397 $ ( 3 )

Total short-term investments $ 397 $ ( 3 )

As of December 31, 2022

(in thousands) Fair Market Value Gross Unrealized Loss

(in thousands)

Fair Market Value

Gross Unrealized Loss

Corporate debt securities

treasury securities 3,666 ( 14 )

Total short-term investments $ 20,750 $ ( 175 )

Accrued Interest from short-term investments

4 unchanged sentences

Property and equipment consisted of the following:

As of December 31,

(in thousands)

As of December 31,

Furniture and office equipment

6 unchanged sentences

Accrued liabilities consisted of the following:

As of December 31,

(in thousands)

Accrued compensation $ 2,737 $ 1,849

As of December 31,

Clinical trials

Accrued compensation

Research agreements and services

6 unchanged sentences

The components of lease expense were as follows:

(in thousands) Twelve Months Ended December 31, 2023 Twelve Months Ended December 31, 2022

(in thousands)

Year Ended December 31,

Operating lease cost

1 unchanged sentence

Supplemental balance sheet information related to leases was as follows:

(in thousands) As of December 31, 2023 As of December 31, 2022

(in thousands)

As of December 31,2024

As of December 31,2023

Operating lease ROU assets

2 unchanged sentences

Total operating lease liabilities

$ 2,149 $ 2,715

Weighted-average remaining lease term–operating leases 3.2 years 4.2 years

Weighted-average remaining lease term–operating leases

Weighted-average discount rate–operating leases

Supplemental cash flow and other information related to leases was as follows:

(in thousands) Twelve Months Ended December 31, 2023 Twelve Months Ended December 31, 2022

(in thousands)

Ended December 31,

Cash paid for amounts included in the measurement of lease liabilities:

2 unchanged sentences

(in thousands)

Year Ending December 31, Operating Leases

Year Ending December 31,

Operating Leases

Total future minimum lease payments

Less imputed interest

Total $ 2,149

Stockholders’ Equity

A summary of warrant activity and changes in warrants outstanding, including both liability and equity classifications, is presented below:

Warrants Weighted-Average

Weighted-Average

Exercise Price

Per Share Weighted-Average Remaining Contractual Term

Balance outstanding, December 31, 2021 4,490,159 $ 5.80 3.0 years

Expired ( 129,191 ) $ 21.60

Balance outstanding, December 31, 2022 4,360,968 $ 5.33 2.1 years

Expired ( 1,553,020 ) $ 10.54

Balance outstanding, December 31, 2023 2,807,948 $ 2.45 1.9 years

Weighted-Average

Contractual Term

Balance outstanding, December 31, 2022

Balance outstanding, December 31, 2023

Balance outstanding, December 31, 2024

Series A Convertible Preferred Stock

6 unchanged sentences

Shares of the Series A Convertible Preferred Stock have no voting rights.

However, so long as any shares of Series A Convertible Preferred Stock are outstanding, the Company may not, without the affirmative vote of the holders of the shares of Series A Convertible Preferred Stock then outstanding, (a) adversely change the powers, preferences or rights given to the Series A Convertible Preferred Stock, (b) authorize or create any class of stock senior or equal to the Series A Convertible Preferred Stock, (c) amend its certificate of incorporation or other charter documents, so as to affect adversely any rights of the holders of Series A Convertible Preferred Stock or (d) increase the authorized number of shares of Series A Convertible Preferred Stock.

Series A Convertible Preferred Stock or (d) increase the authorized number of shares of Series A Convertible Preferred Stock.

3) Liquidation.

13 unchanged sentences

Liquidation preference - Series A Convertible Preferred Stock

Sale of Common Stock

The shares of common stock sold by the Company during twelve months ended December 31, 2024 were pursuant to the Company’s effective shelf registration statement on Form S-3 (File No.

333‑264148), which was declared effective by the Securities and Exchange Commission on April 25, 2022.

During the twelve months ended December 31, 2024, the Company received net proceeds of $ 16.0 million from the sale of 6.3 million shares of its common stock under the Sales Agreement with Jefferies LLC.

During December 2024, the Company received net proceeds of $ 37.4 million from the sale of 15.4 million shares of its common stock from an underwritten registered direct offering.

Stock-Based Compensation

1 unchanged sentence

In June 2021 the Company's stockholders approved the 2021 Omnibus Equity Incentive Plan ("2021 Plan").

The number of authorized shares in the 2021 plan is equal to the sum of (i) 3,150,000 shares, plus (ii) the number of shares of Common Stock reserved, but unissued under the 2014 Plan;

As of December 31, 2024 the number of authorized shares in the 2021 Plan is equal to the sum of (i) 8,150,000 shares, plus (ii) the number of shares of Common Stock reserved, but unissued under the 2014 Plan;

and (iii) the number of shares of Common Stock underlying forfeited awards under the 2014 Plan.

On June 9, 2022 the shareholders approved an increase of shares authorized in the 2021 Plan to 5,150,000 .

As of December 31, 2024, there were 3,159,005 shares available for issuance under the 2021 Plan.

2 unchanged sentences

Inducement Grants

In July 2021, the Company began issuing equity awards to certain new employees as inducement grants outside of its 2021 Plan.

The Company issues equity awards to certain new employees as inducement grants outside of its 2021 Plan.

As of December 31, 2024, an aggregate of 1,380,248 shares were issuable upon the exercise of inducement grant stock options approved by the Company.

2 unchanged sentences

The modification resulted in an incremental stock-based compensation expense of $ 0.6 million during the year ended December 31, 2023.

In June 2022 one of the Company's directors did not seek another term on the Board of Directors.

At the time of departure, the Compensation Committee passed a resolution to extend the expiration date of the vested stock options, and to immediately accelerate the vesting of the unvested options.

The Company recorded incremental reduction to stock compensation expense of $ 0.1 million during the year ended December 31, 2022, related to the modifications.

Rescinding and reissuance of March 2024 stock options

On May 30, 2024, the Board of Directors of the Company approved the rescinding of an aggregate of 1,697,712 shares of common stock issuable upon exercise of stock options granted on March 7, 2024 at an exercise price of $ 3.51 per share to employees and officers of the Company.

On May 30, 2024, the Board of Directors of the Company approved the grant of an aggregate of 1,697,712 shares of common stock issuable upon exercise of stock options at an exercise price of $ 3.51 per share to employees and officers of the Company, subject to stockholder approval of an increase in the shares of common stock available for issuance pursuant to the Company’s 2021 Equity Incentive Plan at the Company’s annual meeting on June 20, 2024.

The increase of shares available was approved by shareholders at the June 20, 2024 meeting, thus completing the requirements for the reissuance of the grant.

The terms of the reissued grant were identical to the rescinded grant, therefore the transaction does not represent a stock option modification.

Stock-based compensation has been recognized in operating results as follows:

(in thousands) Years ended December 31,

(in thousands)

Years ended December 31,

Research and development expenses

6 unchanged sentences

4.04 % - 4.27 %

3.56 % - 4.06 %

Dividend yield

Expected volatility (range)

Expected volatility (weighted-average) 109 % 106 %

Expected term (in years) 5.2 years 6.0 years

103 % - 107 %

105 % - 110 %

Expected term (in years)

Risk-free interest rate — Based on the daily yield curve rates for U.S.

3 unchanged sentences

Expected term — The expected term for options granted after January 1, 2023 is estimated based on the Company's historical employee data.

Prior to January 1, 2023, the Company used the "simplified method" to estimate expected term.

Forfeitures — The Company estimates forfeitures based on its historical experience.

4 unchanged sentences

A summary of stock option activity and of changes in stock options outstanding is presented below:

Number of Options Weighted-Average Exercise Price Per Share Intrinsic

Value Weighted-Average

Contractual Life

Balance outstanding, December 31, 2022 5,069,458 $ 5.92 $ 19,322 7.4 years

Granted 2,138,624 $ 1.70

Exercise Price

Balance outstanding, December 31, 2023

Forfeited and expired

Balance Outstanding, December 31, 2024

6,650,954 $ 4.27 $ 23,926 7.9 years

Vested and exercisable, December 31, 2023 3,124,492 $ 5.66 $ 22,456 6.9 years

Vested and exercisable, December 31, 2024

Vested and expected to vest, December 31, 2024

6,462,464 $ 4.33 $ 23,853 7.8 years

Derivative Financial Instruments — Warrants

Certain warrants issued in connection with the Company’s equity financings are accounted for as derivative liabilities.

Accordingly, the warrants are remeasured at each balance sheet date based on their estimated fair value using the Black-Scholes option pricing model.

These warrants expired during the first quarter of 2023.

Changes in fair value are recorded within Company’s statements of operations.

The assumptions used to determine the fair value of the warrants using the Black-Scholes option pricing model were:

As of December 31, 2022

Fair value of Cardiff Oncology common stock $ 1.40

Expected warrant term 0.1 years

Risk-free interest rate 4.12 %

Expected volatility of Cardiff Oncology common stock 54 %

Dividend yield 0 %

Expected volatility is based on the historical volatility of Cardiff Oncology’s common stock.

The warrants have a transferability provision and based on guidance for instruments issued with such a provision, Cardiff Oncology used the remaining contractual term as the expected term of the warrants.

The risk-free interest rate is based on the U.S.

Treasury security rates consistent with the expected remaining term of the warrants at each balance sheet date.

The following table sets forth the components of changes in the Company’s derivative financial instruments — warrants liability balance, valued using the Black-Scholes option pricing method, for the periods indicated.

(in thousands, except for number of warrants)

Date Description Number of Warrants Derivative

December 31, 2021 Balance of derivative financial instruments — warrants liability

Change in fair value of derivative financial instruments — warrants during the year recognized as a gain in the statement of operations

December 31, 2022 Balance of derivative financial instruments — warrants liability

Expiration of Derivative Financial Instruments ( 64,496 ) —

Change in fair value of derivative financial instruments — warrants during the year recognized as a loss in the statement of operations

December 31, 2023 Balance of derivative financial instruments — warrants liability

Fair Value Measurements

2 unchanged sentences

December 31, 2024

(in thousands) Quoted Prices in Active Markets for Identical Assets and Liabilities

(Level 1) Significant Other Observable Inputs

(Level 2) Significant Unobservable Inputs

(Level 3) Total

(in thousands)

Quoted Prices in Active Markets for Identical Assets and Liabilities

Significant Other Observable Inputs

Significant Unobservable Inputs

Money market fund

treasury securities

Total included in cash and cash equivalents

Available for sale investments:

Certificate of deposit $ — $ 8,333 $ — $ 8,333

Corporate debt securities

Commercial paper

government agencies — 834 834

treasury securities

3 unchanged sentences

December 31, 2023

(in thousands) Quoted Prices in Active Markets for Identical Assets and Liabilities

(Level 1) Significant Other Observable Inputs

(Level 2) Significant Unobservable Inputs

(Level 3) Total

(in thousands)

Quoted Prices in Active Markets for Identical Assets and Liabilities

Significant Other Observable Inputs

Significant Unobservable Inputs

Money market fund

17 unchanged sentences

The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change.

Subsequent ownership changes may further affect the limitation in future years.

The Company completed an IRS Section 382 study through December 31, 2022, to assess the limitations on the use of its NOL carryforwards due to changes in ownership.

There have been two ownership changes prior to December 31, 2022, and any changes in ownership subsequent to December 31, 2022, may result in additional limitations.

If limited, the related tax asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance.

4 unchanged sentences

(in thousands)

State $ — $ —

Total current provision

Federal ( 8,300 ) 19,054

State ( 789 ) 4,902

Total deferred (benefit) expense

9 unchanged sentences

Research and development credits

Other ( 126 ) — % ( 1 ) — %

Valuation allowance increase (decrease)

8 unchanged sentences

Capitalized research and development

Other 1,400 1,431

Operating lease liabilities

Total deferred tax assets

8 unchanged sentences

Cardiff Oncology does not have any unrecognized tax benefits.

Cardiff Oncology’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense, and none have been incurred to date.

Cardiff Oncology’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense, and no ne have been incurred to date.

The Company does not anticipate a significant change in unrecognized tax benefits over the next 12 months.

7 unchanged sentences

In March 2017, the Company entered into a license agreement with Nerviano which granted the Company development and commercialization rights to NMS-1286937, which Cardiff Oncology refers to as onvansertib.

Terms of the agreement also provide for the Company to pay development and commercial milestones, and royalties based on sales volume.

Terms of the agreement also provide for the Company to pay development milestones up to an aggregate of $ 15 million, commercial milestones, and royalties based on sales volume ranging from mid-single digits to low double digits.

These potential development milestones include:

7 unchanged sentences

During the years ended December 31, 2024 and 2023 payments have not been material.

Cardiff Oncology does not believe that it has legal liabilities that are probable or reasonably possible that require either accrual or disclosure.

On May 13, 2024, a purported stockholder of the Company filed a putative class action in the Court of Chancery of the State of Delaware captioned Vrana v.

Armitage et al.

2024-0507-MTZ (Del.

Ch.) (“Action”).

The Action was mooted on June 20, 2024 when the Company’s stockholders voted:

(i) to elect all 7 nominees for director to serve until the 2025 Annual Meeting of Stockholders;

and (ii) to approve an amendment to the Company’s 2021 Equity Incentive Plan to increase the number of shares issuable thereunder to 8,150,000 shares.

On June 26, 2024, the Court entered an order dismissing the Action but retained jurisdiction solely for the purpose of resolving the plaintiff’s counsel’s anticipated motion for an award of attorneys’ fees and expenses.

Without admitting any fault or wrongdoing, the Company agreed to pay $ 400,000 in attorneys’ fees and expenses to the plaintiff’s counsel in connection with the mooted claims.

In entering the order, the Court did not review, and did not pass judgment on, the payment of the attorneys’ fees and expenses.

The Company paid the plaintiff’s counsel fees and expenses during September 2024, which was recorded within selling general and administrative expense.

From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business.

Litigation is subject to inherent uncertainties, and an adverse result in matters may arise from time to time that may harm the Company’s business.

As of the date of this report, management believes that there are no claims against the Company, which it believes will result in a material adverse effect on the Company’s business or financial condition.

As of the date of this report, management believes that there are no claims against the Company, which could result in a material adverse effect on the Company’s business or financial condition.

Employee Benefit Plan

The Company has a defined contribution retirement plan under Section 401(k) of the Internal Revenue Service ("IRS") Code covering its employees.

The plan allows employees to defer, up to the maximum allowed, a percentage of their income through contributions to the plan as allowed by IRS Code.

The plan allows employees to defer, up to the maximum allowed, a

percentage of their income through contributions to the plan as allowed by IRS Code.

The Company does not currently make matching contributions.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures