What changed in this filing

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Item 1. Financial Statements

2022-08-04 compared with 2022-05-05 · 66 added, 36 removed, 347 unchanged (23% of the section changed)

27 unchanged sentences

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

43,306 and 41,964 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively

43,306 and 41,964 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively

Additional paid-in capital 402,710 400,503

8 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended March 31,

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

2022 2021 2022 2021

Royalty revenues $ 91 $ 68 $ 165 $ 140

18 unchanged sentences

(in thousands)

Three Months Ended March 31,

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

2022 2021 2022 2021

Net loss $ ( 10,443 ) $ ( 6,757 ) $ ( 21,436 ) $ ( 11,936 )

Other comprehensive loss:

Unrealized loss on securities available-for-sale ( 606 ) ( 67 )

Unrealized gain (loss) on securities available-for-sale ( 234 ) 57 ( 840 ) ( 10 )

Total comprehensive loss ( 10,677 ) ( 6,700 ) ( 22,276 ) ( 11,946 )

10 unchanged sentences

Amount Additional

Paid-In Capital Service Receivable Accumulated Other Comprehensive Income/(Loss) Accumulated Deficit Total

Paid-In Capital Service Receivable Accumulated Other Comprehensive Loss Accumulated Deficit Total

Stockholders’ Equity

7 unchanged sentences

Balance, March 31, 2022 388 — 43,306 4 401,655 — ( 748 ) ( 270,809 ) 130,102

Stock-based compensation — — — — 1,055 — — — 1,055

Other comprehensive loss — — — — — — ( 234 ) — ( 234 )

Preferred stock dividend — — — — — — — ( 6 ) ( 6 )

Net loss — — — — — — — ( 10,443 ) ( 10,443 )

Balance, June 30, 2022 388 $ — 43,306 $ 4 $ 402,710 $ — $ ( 982 ) $ ( 281,258 ) $ 120,474

CARDIFF ONCOLOGY, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

Preferred Stock

3 unchanged sentences

Amount Additional

Paid-In Capital Service Receivable Accumulated Other Comprehensive Income/(Loss) Accumulated Deficit Total

Paid-In Capital Service Receivable Accumulated Other Comprehensive Loss Accumulated Deficit Total

Stockholders’ Equity

7 unchanged sentences

Balance, March 31, 2021 716 1 37,552 4 363,350 ( 1,791 ) ( 67 ) ( 236,680 ) 124,817

Stock-based compensation — — — — 1,036 — — — 1,036

Sale of common stock, net of expenses (1)

— — 2,000 — 19,225 — — — 19,225

Other comprehensive gain — — — — — — 57 — 57

Preferred stock dividend — — — — — — — ( 6 ) ( 6 )

Release of clinical trial funding commitment — — — — — 546 — — 546

Net loss — — — — — — — ( 6,757 ) ( 6,757 )

Balance, June 30, 2021 716 $ 1 39,552 $ 4 $ 383,611 $ ( 1,245 ) $ ( 10 ) $ ( 243,443 ) $ 138,918

(1) Net of expenses of $ 0.8 million.

See accompanying notes to the unaudited condensed financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities

18 unchanged sentences

Capital expenditures ( 483 ) —

Insurance proceeds from casualty loss 71 —

Maturities of short-term investments 48,801 5,510

3 unchanged sentences

Financing activities:

Proceeds from sales of common stock, net of expenses of $0 and $ 776 , respectively

Proceeds from exercise of warrants — 1,263

7 unchanged sentences

Acquisition of property and equipment included in accounts payable and accrued expenses $ 456 $ 27

Acquisition of property and equipment included in insurance proceeds receivable $ 43 $ —

Preferred stock dividend payable on Series A Convertible Preferred Stock $ 12 $ 12

15 unchanged sentences

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

As of March 31, 2022, the Company had $ 129.4 million in cash, cash equivalents and short-term investments 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 June 30, 2022, the Company had $ 122.0 million in cash, cash equivalents and short-term investments 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.

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.

2 unchanged sentences

Summary of Significant Accounting Policies

During the three months ended March 31, 2022, 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, 2021.

During the six months ended June 30, 2022, 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, 2021.

Net Loss Per Share

25 unchanged sentences

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 March 31, 2022 and December 31, 2021:

Fair Value Measurements at

March 31, 2022

June 30, 2022

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

3 unchanged sentences

Money market fund $ 20,089 $ — $ — $ 20,089

Corporate debt securities — 3,205 — 3,205

Total included in cash and cash equivalents 20,089 — — 20,089

24 unchanged sentences

The Company’s policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer.

There were no transfers into or out of Level 3 during the three months ended March 31, 2022 and 2021.

There were no transfers into or out of Level 3 during the six months ended June 30, 2022 .

Supplementary Balance Sheet Information

Investments available for sale

Investments available for sale consist of the following:

As of March 31,

As of June 30,

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

7 unchanged sentences

Corporate debt securities 4,616 — ( 57 ) 4,559

treasury securities 1,770 — ( 11 ) 1,759

Total maturity 1 to 2 years 6,386 — ( 68 ) 6,318

14 unchanged sentences

Total short-term investments $ 129,020 $ 7 $ ( 149 ) $ 128,878

Unrealized losses in investments available for sale debt securities at June 30, 2022, were primarily due to increases in interest rates, not due to increased credit risks associated with specific securities.

We do not intend to sell these investments and 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.

Property and equipment

Property and equipment consist of the following:

(in thousands) As of March 31,

(in thousands) As of June 30,

2022 As of December 31,

6 unchanged sentences

Accrued liabilities consisted of the following:

(in thousands) As of March 31,

(in thousands) As of June 30,

2022 As of December 31,

16 unchanged sentences

The components of lease expense were as follows:

Three Months Ended March 31,

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

(in thousands) 2022 2021 2022 2021

3 unchanged sentences

Supplemental balance sheet information related to leases was as follows:

(in thousands) As of March 31,

(in thousands) As of June 30,

2022 As of December 31,

6 unchanged sentences

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

Three Months Ended March 31,

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

(in thousands) 2022 2021 2022 2021

4 unchanged sentences

Year Ending December 31, Operating Leases

2022 (excluding the three months ended March 31, 2022)

2022 (excluding the six months ended June 30, 2022)

Thereafter 137

5 unchanged sentences

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

Three Months Ended March 31,

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

(in thousands) 2022 2021 2022 2021

2 unchanged sentences

Total stock-based compensation expense $ 1,055 $ 1,036 $ 2,207 $ 1,304

The unrecognized compensation cost related to non-vested stock options outstanding at March 31, 2022, net of estimated forfeitures, was $ 13.3 million, which is expected to be recognized over a weighted-average remaining vesting period of 3.2 years.

The weighted-average remaining contractual term of outstanding options as of March 31, 2022 was approximately 8.3 years.

The total fair value of stock options vested during the three months ended March 31, 2022 and 2021 were $ 1,000 and $ 24,000 , respectively.

The unrecognized compensation cost related to non-vested stock options outstanding at June 30, 2022, net of estimated forfeitures, was $ 10.8 million, which is expected to be recognized over a weighted-average remaining vesting period of 3.0 years.

The weighted-average remaining contractual term of outstanding options as of June 30, 2022, was approximately 7.9

The total fair value of stock options vested during the six months ended June 30, 2022 and 2021, were $ 3.0 million and $ 1.2 million, 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:

Three Months Ended March 31,

Six Months Ended June 30,

Risk-free interest rate 1.87 % 0.94 %

1 unchanged sentence

Expected volatility of Cardiff Oncology common stock 106 % 108 %

Expected term 6.0 years

No stock options were granted during the three months ended March 31, 2021.

Expected term 6.0 years 6.0 years

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

6 unchanged sentences

Expired ( 800 ) $ 165.84

Balance outstanding, March 31, 2022 5,467,611 $ 5.88 $ 65,189

Exercisable at March 31, 2022 1,281,362 $ 8.83 $ 25,108

Vested and expected to vest at March 31, 2022 5,331,850 $ 5.91 $ 61,800

Balance outstanding, June 30, 2022 5,131,195 $ 5.93 $ 80,809

Exercisable at June 30, 2022 2,030,219 $ 7.49 $ 34,443

Vested and expected to vest at June 30, 2022 5,042,299 $ 5.95 $ 77,880

2021 Equity Incentive Plan

2 unchanged sentences

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

As of March 31, 2022, there were 918,865 shares available for issuance under the 2021 Plan.

On June 9, 2022 the shareholders approved an increase of shares authorized in the 2021 Plan to 5,150,000 from 3,150,000 .

As of June 30, 2022, there were 3,055,281 shares available for issuance under the 2021 Plan.

2014 Equity Incentive Plan

2 unchanged sentences

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

As of March 31, 2022, an aggregate of 1,120,208 shares were issuable upon the exercise of inducement grant stock options approved by the Company.

As of June 30, 2022, an aggregate of 920,208 shares were issuable upon the exercise of inducement grant stock options approved by the Company.

Modification of Stock Options

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 three months ended June 30, 2022, related to the modifications.

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

4 unchanged sentences

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

Balance outstanding, March 31, 2022 4,490,159 $ 5.80 2.7 years

Balance outstanding, June 30, 2022 4,490,159 $ 5.80 2.5 years

Preferred Stock

1 unchanged sentence

Shares outstanding

Class Par value Shares designated Liquidation preference As of March 31,

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

2022 As of December 31,

7 unchanged sentences

Certain executive agreements provide for severance payments in case of terminations without cause or certain change of control scenarios.

Research and Development and Clinical Trial Agreements

Research and Development Agreements

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.

6 unchanged sentences

These royalty payments are calculated as a percent of revenue.

For the three months ended March 31, 2022 and 2021, payments have not been material.

For the six months ended June 30, 2022 and 2021, 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.

3 unchanged sentences

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