What changed in this filing

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Item 1. Financial Statements

2020-11-05 compared with 2020-08-11 · 100 added, 73 removed, 433 unchanged (29% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

2020 December 31,

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Derivative financial instruments—warrants 190,199 4,127

Note payable, net of current portion 234,270 —

Operating lease liabilities, net of current portion 207,178 860,963

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

21,325,076 and 8,593,633 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively

26,285,743 and 8,593,633 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively

Additional paid-in capital 260,807,295 217,172,528

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CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

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Balance, June 30, 2020 926,424 $ 926 21,325,076 $ 9,585 $ 247,528,273 $ ( 2,765,164 ) $ ( 220,389,581 ) $ 24,384,039

Stock-based compensation — — — — 361,884 — — 361,884

Issuance of common stock upon exercise of warrants — — 4,956,084 496 12,910,306 — — 12,910,802

Issuance of common stock upon exercise of stock options — — 3,333 — 6,832 — — 6,832

Preferred Stock

Shares Preferred Stock

Amount Common Stock

Shares Common Stock

Amount Additional

Paid-In Capital Service Receivable Accumulated Deficit Total

Stockholders’ Equity

Issuance of common stock upon vesting of restricted stock units — — 1,250 — — — — —

Preferred stock dividend payable on Series A Convertible Preferred Stock — — — — — — ( 6,060 ) ( 6,060 )

Release of clinical trial funding commitment — — — — — 361,584 — 361,584

Net loss — — — — — — ( 4,496,531 ) ( 4,496,531 )

Balance, September 30, 2020 926,424 $ 926 26,285,743 $ 10,081 $ 260,807,295 $ ( 2,403,580 ) $ ( 224,892,172 ) $ 33,522,550

(1) Net of expenses of $ 616,143 , and fair value of warrants issued as a transaction advisory fee as of the date of issuance of $ 370,666 .

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Balance, June 30, 2019 60,600 $ 60 5,441,390 $ 7,997 $ 210,706,090 $ ( 1,364,234 ) $ ( 200,501,678 ) $ 8,848,235

Stock-based compensation — — — — 266,325 — — 266,325

Sale of common stock and warrants, net of expenses — — 271,744 27 1,483,554 — — 1,483,581

Issuance of common stock upon exercise of warrants — — 717,969 72 7,108 — — 7,180

Issuance of common stock upon vesting of restricted stock units — — 5,402 — — — — —

Preferred stock dividend payable on Series A Convertible Preferred Stock — — — — — — ( 6,060 ) ( 6,060 )

Preferred Stock

Shares Preferred Stock

Amount Common Stock

Shares Common Stock

Amount Additional

Paid-In Capital Service Receivable Accumulated Deficit Total

Stockholders’ Equity

Release of clinical trial funding commitment — — — — — 198,268 — 198,268

Net loss — — — — — — ( 4,141,549 ) ( 4,141,549 )

Balance, September 30, 2019 60,600 $ 60 6,436,505 $ 8,096 $ 212,463,077 $ ( 1,165,966 ) $ ( 204,649,287 ) $ 6,655,980

See accompanying notes to the unaudited condensed financial statements.

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CONDENSED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities

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Costs related to the clinical trial funding commitment ( 7,500 ) ( 40,000 )

Proceeds from exercise of warrants, net of expenses of $ 393,285 and $ 0 , respectively

6,125,884 3,283,830

Borrowings under long-term debt 305,000 —

Proceeds from exercise of options 6,832 —

Proceeds from exercise of warrants 18,972,188 3,291,010

Borrowings under note payable 305,000 —

Net cash provided by financing activities 37,554,949 7,637,331

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Supplemental disclosure of non-cash investing and financing activities:

Acquisition of property and equipment included in accounts payable and accrued expenses $ 11,453 $ —

Expenses from sales of common stock, preferred stock and warrants included in accounts payable and accrued liabilities $ 523,495 $ —

Expenses from exercise of warrants included in accounts payable and accrued liabilities $ 64,498 $ —

Preferred stock dividend payable on Series A Convertible Preferred Stock $ 18,180 $ 18,180

Deemed dividend recognized for beneficial conversion features of Series C Convertible Preferred Stock issuance $ — $ 268,269

Six Months Ended June 30,

Deemed dividend recognized for beneficial conversion features of Series D Convertible Preferred Stock issuance $ 601,767 $ —

Nine Months Ended September 30,

Deemed dividend recognized for beneficial conversion features of Series E Convertible Preferred Stock issuance $ 2,664,717 $ —

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(“Cardiff Oncology” or the “Company”) headquartered in San Diego, California, is a clinical-stage biotechnology company with the singular mission of developing new treatment options for cancer patients in indications with the greatest medical need, including KRAS-mutated metastatic colorectal cancer, Zytiga®-resistant metastatic castration-resistant prostate cancer and relapsed or refractory acute myeloid leukemia.

Our goal is to overcome resistance, improve response to treatment and increase overall survival and the integration of predictive clinical biomarkers to assess patient response to treatment.

Our goal is to overcome resistance, improve response to treatment and increase overall survival.

Through the integration of tumor genomics and biomarker technology, we are able to assess patient response to treatment.

Basis of Presentation

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The Company has incurred net losses since its inception and has negative operating cash flows.

As of June 30, 2020, the Company had $ 27.8 million in cash and cash equivalents and believes it has sufficient cash to meet its funding requirements for at least the next 12 months following the issuance date of these financial statements.

As of September 30, 2020, the Company had $ 36.4 million in cash and cash equivalents and believes it has sufficient cash to meet its funding requirements for at least the next 12 months following the issuance date of these financial statements.

On October 2, 2020 the Company closed an underwritten public offering of its common stock for gross proceeds of approximately $ 100.9 million.

See Note 11 to the condensed financial statements for further information.

For the foreseeable future, the Company expects to continue to incur losses and require additional capital to further advance its clinical trial programs and support its other operations.

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See Note 10 to the condensed financial statements for further information.

As of October 31, 2020 the Company had $ 131.8 million in cash and cash equivalents.

Summary of Significant Accounting Policies

During the six months ended June 30, 2020, there have been no changes to the Company’s significant accounting policies as described in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, except as described below.

During the nine months ended September 30, 2020, there have been no changes to the Company’s significant accounting policies as described in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

Net Loss Per Share

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The following table sets forth the computation of basic and diluted earnings per share:

Ended June 30, Six Months

Ended June 30,

Ended September 30, Nine Months

Ended September 30,

2020 2019 2020 2019

Net loss attributable to common shareholders $ ( 7,397,076 ) $ ( 4,131,363 ) $ ( 11,491,698 ) $ ( 8,310,463 )

Net loss used for basic and diluted loss per share $ ( 4,502,591 ) $ ( 4,147,609 ) $ ( 15,994,289 ) $ ( 12,458,072 )

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The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their effect was anti-dilutive:

September 30,

Options to purchase Common Stock 1,920,706 1,016,426

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Fair Value Measurements

The following table presents the Company’s assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of June 30, 2020 and December 31, 2019:

Fair Value Measurements at

June 30, 2020

September 30, 2020

Quoted Prices in Active Markets for Identical Assets and Liabilities

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Property and equipment consist of the following:

As of June 30,

As of September 30,

2020 As of December 31,

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As a lessee, the Company’s current leases include its master facility lease and immaterial equipment leases, all of which are considered operating leases.

The Company (as a sublessor) also subleases portions of its facility to third parties under two separate subleases.

The Company (as a sublessor) also subleases portions of its facility to third parties under three separate subleases.

All of these subleases have been determined to be operating leases and are accounted for separately from the head lease.

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Facility Subleases

As a result of corporate restructurings in previous years, the Company vacated a portion of its facility and has subleased the space to third parties under two separate sublease agreements, which both expire December 31, 2021.

An additional sublease expired on October 31, 2019 and was not renewed.

As a result of corporate restructurings in previous years, the Company vacated a portion of its facility and has subleased the space to third parties under three separate sublease agreements, which all expire December 31, 2021.

The Company recorded a cease-use loss liability and expense in 2018 pursuant to ASC 420, Exit or Disposal Cost Obligations , representing the total expected shortfall in sublease income for two of the subleases as compared to its required payments for those spaces under the remainder of the master lease term.

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Impairment of Right-of-Use Assets

The Company recorded an impairment loss of $ 34,169 for the three months ended June 30, 2020.

The loss related to a vacated portion of the facility that is no longer being subleased.

The Company recorded an impairment loss of $ 0 and $ 34,169 for the three and nine months ended September 30, 2020, respectively.

The loss related to a vacated portion of the facility that was no longer being subleased.

The Company determined that the prolonged loss of sublease income and an adverse commercial real estate market caused by COVID-19 were indicators of impairment.

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The components of lease expense were as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

3 unchanged sentences

Supplemental balance sheet information related to leases was as follows:

As of June 30,

As of September 30,

2020 As of December 31,

6 unchanged sentences

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

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

3 unchanged sentences

Year Ending December 31, Operating Leases Sublease Income Net Operating Leases

2020 (excluding the six months ended June 30, 2020) $ 395,916 $ ( 145,587 ) $ 250,329

2020 (excluding the nine months ended September 30, 2020) $ 159,167 $ ( 72,793 ) $ 86,374

2021 968,165 ( 403,345 ) 564,820

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The range of assumptions and weighted averages used to determine the fair value of the warrants valued using the Black-Scholes option pricing model during the periods indicated were:

Six Months Ended June 30,

Nine Months Ended September 30,

Estimated fair value of Cardiff Oncology common stock $ 1.01 - $ 14.19

6 unchanged sentences

Dividend yield 0 % 0 %

As of June 30,

As of September 30,

Weighted Average (1)(2) :

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Change in fair value of derivative financial instruments — warrants during the period recognized as a loss in the condensed statements of operations

June 30, 2020 Balance of derivative financial instruments — warrants liability

September 30, 2020 Balance of derivative financial instruments — warrants liability

64,496 $ 190,199

2 unchanged sentences

Stock-based compensation expense related to Cardiff Oncology equity awards have been recognized in operating results as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2020 2019 2020 2019

2 unchanged sentences

Total stock-based compensation expense $ 361,884 $ 266,325 $ 820,969 $ 615,226

The unrecognized compensation cost related to non-vested stock options outstanding at June 30, 2020 and 2019, net of estimated forfeitures, was $ 2,732,126 and $ 1,735,973 , respectively, which is expected to be recognized over a weighted-average remaining vesting period of 2.4 and 2.5 years, respectively.

The weighted-average remaining contractual term of outstanding options as of June 30, 2020 was approximately 9.4 years.

The total fair value of stock options vested during the six months ended June 30, 2020 and 2019 were $ 764,724 and $ 279,760 , respectively.

The unrecognized compensation cost related to non-vested stock options outstanding at September 30, 2020 and 2019, net of estimated forfeitures, was $ 2,388,077 and $ 1,476,725 , respectively, which is expected to be recognized over a weighted-average remaining vesting period of 2.2 and 2.4 years, respectively.

The weighted-average remaining contractual term of outstanding options as of September 30, 2020 was approximately 9.1 years.

The total fair value of stock options vested during the nine months ended September 30, 2020 and 2019 were $ 770,582 and $ 321,870 , respectively.

The estimated fair value of stock option awards was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions during the following periods indicated:

Six Months Ended June 30,

Nine Months Ended September 30,

Risk-free interest rate 0.44 % 1.8 %

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Granted 969,965 $ 2.53

Exercised ( 3,333 ) $ 2.05

Canceled / Forfeited ( 46,069 ) $ 12.58

Expired ( 15,275 ) $ 8.98

Balance outstanding, June 30, 2020 1,924,039 $ 7.64 $ 4,675,733

Exercisable at June 30, 2020 441,316 $ 24.82 $ 973,456

Balance outstanding, September 30, 2020 1,920,706 $ 7.65 $ 21,766,326

Exercisable at September 30, 2020 441,434 $ 24.82 $ 4,507,516

On June 6, 2019, the number of authorized shares in the Cardiff Oncology 2014 Equity Incentive Plan (“2014 EIP”) was increased from 243,056 to 1,243,056 .

On April 16, 2020 the 2014 EIP was amended to increase the number of shares of common stock reserved for issuance thereunder to 2,243,056 from 1,243,056 .

As of June 30, 2020, there were 258,497 shares available for issuance under the 2014 EIP.

As of September 30, 2020, there were 258,497 shares available for issuance under the 2014 EIP.

Restricted Stock Units

5 unchanged sentences

Vested ( 10,310 ) $ 9.76 $ 22,875

Non-vested RSUs outstanding, June 30, 2020 2,241 $ 33.49 $ 11,227

The total fair value of vested RSUs during the six months ended June 30, 2020 and 2019 were $ 98,703 and $ 147,516 , respectively.

Non-vested RSUs outstanding, September 30, 2020 991 $ 73.84 $ 14,062

The total fair value of vested RSUs during the nine months ended September 30, 2020 and 2019 were $ 100,585 and $ 169,563 , respectively.

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

6 unchanged sentences

Exercised ( 9,047,582 ) $ 2.17

Balance outstanding, June 30, 2020 12,329,435 $ 3.78 4.5 years

Balance outstanding, September 30, 2020 7,373,351 $ 4.54 4.3 years

Excluded from the table above are 992,039 pre-funded warrants that were exercised during the nine months ended September 30, 2020.

Preferred Stock

1 unchanged sentence

Shares outstanding

Class Par value Shares designated Liquidation preference As of June 30,

Class Par value Shares designated Liquidation preference As of September 30,

2020 As of December 31,

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In April of 2019, all 200,000 shares of Series C Convertible Preferred Stock were converted into 333,333 shares of the Company's common stock.

As of June 30, 2020, there were no shares of Series C Convertible Preferred Stock outstanding.

The Company evaluated the awards issued under this transaction and determined they should be classified as equity.

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Series D Convertible Preferred Stock and Service Receivable

On May 8, 2020, the Company entered into a Stock and Warrant Subscription Agreement with PoC, whereby PoC agreed to finance an additional $ 2.3 million for a clinical trial in exchange for (i) 602,833 shares of its common stock (the “Common Stock”), (ii) 154,670 shares of its Series D Preferred Stock (as defined below) and (iii) a warrant (the “Warrant”) exercisable for 859,813 shares of its Common Stock.

In exchange for PoC funding clinical development of onvansertib, the Company’s first-in-class, 3rd generation oral and highly selective PLK1 inhibitor in a Phase 1b/2 clinical trial in patients with metastatic colorectal cancer pursuant to a Master Services Agreement dated as of January 25, 2019 by and among the Company, Integrium, LLC and PoC, as amended.

The Series N Warrants will be exercisable six months following the date of issuance at an exercise price of $ 1.50 per share and will expire on November 7, 2025.

On May 8, 2020, the Company entered into a Stock and Warrant Subscription Agreement with PoC, whereby PoC agreed to finance an additional $ 2.3 million for a clinical trial in exchange for (i) 602,833 shares of its common stock (the “Common Stock”), (ii) 154,670 shares of its Series D Preferred Stock (as defined below) and (iii) a warrant exercisable for 859,813 shares of its Common Stock.

In exchange, PoC is funding our clinical development of onvansertib in metastatic colorectal cancer pursuant to a Master Services Agreement dated as of January 25, 2019 by and among the Company, Integrium, LLC and PoC, as amended.

The warrant will be exercisable six months following the date of issuance at an exercise price of $ 1.50 per share and will expire on November 7, 2025.

In June of 2020, all 154,670 Series D Preferred Stock were converted to 1,546,700 shares of Common Stock.

As of June 30, 2020, there were no shares of Series D Convertible Preferred Stock outstanding.

The Company evaluated the awards issued under this transaction and determined they should be classified as equity.

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This non-cash deemed dividend increased the Company’s net loss attributable to common stockholders and net loss per share.

Series E Convertible Preferred Stock and Service Receivable

Series E Convertible Preferred Stock

On June 15, 2020 the Company entered into a Securities Purchase Agreement with Acorn Bioventures LP ("Acorn"), CDK Associates, L.L.C.

2 unchanged sentences

The Series N Warrants will be exercisable six months following the date of issuance at an exercise price of $ 2.39 per share and will expire on December 16, 2025.

As of June 30, 2020, there were 865,824 shares of Series E Convertible Preferred Stock outstanding.

As of September 30, 2020, there were 865,824 shares of Series E Convertible Preferred Stock outstanding.

The conversion feature of the Series E Convertible Preferred Stock at the time of issuance was determined to be beneficial on the commitment date.

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The Series L Warrants are exercisable six months following the date of issuance at an exercise price of $ 0.81 per share and will expire 5.5 years following the date of issuance.

The gross proceeds form this purchase were $ 1.1 million.

The gross proceeds from this purchase were $ 1.1 million.

Securities Purchase Agreement With Certain Directors and Executives

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The Company was committed to order $ 1.0 million of future services provided by Nerviano, such as the cost to manufacture drug product, no later than June 30, 2019, and these services have been purchased.

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

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

The Company is a party to various agreements under which it licenses technology on an exclusive basis in the field of human diagnostics and oncology therapeutics.

License fees are generally calculated as a percentage of product revenues, with rates that vary by agreement.

For the six months ended June 30, 2020 and 2019, payments have not been material.

For the nine months ended September 30, 2020 and 2019, 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.

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In connection with the MTA, the Company entered into a consulting agreement with Tommy Adams, Co-Founder & Chief Operating Officer of Leucadia, who is the son of Dr.

During the three months ended June 30, 2020 and 2019 the Company incurred and recorded research and development expenses of approximately $ 253,000 and $ 258,000 , respectively, during the six months ended June 30, 2020 and 2019 the Company incurred and recorded approximately $ 529,000 and $ 503,000 , respectively, for services performed by Leucadia and Tommy Adams.

During the three months ended September 30, 2020 and 2019 the Company incurred and recorded research and development expenses of approximately $ 281,000 and $ 242,000 , respectively, during the nine months ended September 30, 2020 and 2019 the Company incurred and recorded approximately $ 810,000 and $ 745,000 , respectively, for services performed by Leucadia and Tommy Adams.

The COVID-19 outbreak in the United States has caused significant business disruption.

The extent of the impact of COVID-19 on the Company's operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, and impact on the Company's clinical trials, employees and vendors, all of which are uncertain and cannot be predicted.

At this point, the extent to which COVID-19 may impact the Company's financial condition or results of operations is uncertain.

A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to complete certain clinical trials and other efforts required to advance the development of its drugs and raise additional capital.

The extent of the impact of COVID-19 on the Company's future operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, and impact on the Company's clinical trials, employees and vendors, all of which are uncertain and cannot be predicted.

At this point, the extent to which COVID-19 may impact the Company's future financial condition or results of operations is uncertain.

While there has not been a material impact on the Company's condensed financial statements for the three or nine months ended September 30, 2020, a prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to complete certain clinical trials and other efforts required to advance the development of its drugs and raise additional capital.

In response to the pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law on March 27, 2020.

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The Company is utilizing the deferment of employer social security payments.

The CARES Act did not have a material impact on our income tax provision for the three or six months ended June 30, 2020.

The CARES Act did not have a material impact on our income tax provision for the three or nine months ended September 30, 2020.

We continue to monitor changes and revisions of the CARES Act and its impact on our financial position, results of operations and cash flows.

1 unchanged sentence

On April 15, 2020, the Company was granted a loan (the “Loan”) from JPMorgan Chase Bank, N.A.

in the aggregate amount of $ 305,000 , pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act.

The Loan, which was in the form of a Note dated April 15, 2020 issued by us, matures on April 15, 2022 and bears interest at a rate of 0.98 % per annum, payable monthly commencing on April 15, 2021.

The Note may be prepaid by us at any time prior to maturity with no prepayment penalties.

Funds from the Loan may only be used for payroll costs, rent, and utilities.

We intend to use the entire Loan amount for qualifying expenses.

Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act.

The application for these funds required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company.

This certification further required the Company to take into account our current business activity and our ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business.

The certification made by the Company did not contain any objective criteria and is subject to interpretation.

If, despite the good-faith belief that given the Company’s circumstances all eligibility requirements for the PPP were satisfied, it is later determined that the Company had violated any applicable laws or regulations or it is otherwise determined the Company was ineligible to receive the PPP, it may be required to repay the PPP in its entirety and/or be subject to additional penalties.

in the aggregate amount of $ 305,000 , pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act with an interest rate of 0.98 % per annum.

On October 19, 2020 the Company repaid in full the outstanding principal and interest of the PPP Loan.

Subsequent Events

Exercise of Series G Warrants

In July 2020 we received net proceeds of approximately $ 2.3 million from the exercise of 1,600,000 Series G Warrants at $ 1.56 per share.

Exercise of Series F Warrants

In August 2020 we received net proceeds of approximately $ 0.6 million from the exercise of 300,000 Series F Warrants at $ 1.936 per share.

Underwritten Public Offering

On October 2, 2020 the Company completed an underwritten public offering of 6,500,000 shares of its common stock at a price to the public of $ 13.50 per share.

In addition, the underwriters exercised in full an option to purchase an additional 975,000 shares of common stock at the public offering price, less the underwriting discounts and commissions.

All of the shares in the offering were sold by the Company, with gross proceeds of approximately $ 100.9 million, and net proceeds of approximately $ 94.0 million, after deducting underwriting discounts, commissions and estimated offering expenses.

Exercise of Warrants

From October 1 through October 31, 2020 the Company received proceeds of approximately $ 3.4 million from the exercise of 1.6 million warrants.

The warrants exercised during the relevant period were from various prior equity offerings.

Repayment of Small Business Administration Payroll Protection Program Loan

On October 19, 2020 the Company repaid in full the PPP Loan principal of $ 305,000 and interest for the period the loan was outstanding.

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-Q

Item 1. Financial Statements