What changed in this filing

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Item 1. Financial Statements

2022-11-03 compared with 2022-08-04 · 63 added, 38 removed, 375 unchanged (21% of the section changed)

3 unchanged sentences

(in thousands, except par value)

September 30,

2022 December 31,

22 unchanged sentences

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

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

43,335 and 41,964 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

Additional paid-in capital 403,822 400,503

8 unchanged sentences

(in thousands, except per share amounts)

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

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

2022 2021 2022 2021

7 unchanged sentences

Interest income, net 458 70 841 185

Gain (loss) from change in fair value of derivative financial instruments—warrants — 61 — 268

Gain from change in fair value of derivative financial instruments—warrants — 12 — 280

Other income (expense), net ( 36 ) 3 ( 338 ) 15

9 unchanged sentences

(in thousands)

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

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

2022 2021 2022 2021

29 unchanged sentences

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

Stock-based compensation — — — — 1,037 — — — 1,037

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

Other comprehensive gain — — — — — — 203 — 203

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

Net loss — — — — — — — ( 8,571 ) ( 8,571 )

Balance, September 30, 2022 388 $ — 43,335 $ 4 $ 403,822 $ — $ ( 779 ) $ ( 289,835 ) $ 113,212

CARDIFF ONCOLOGY, INC.

24 unchanged sentences

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

Stock-based compensation — — — — 940 — — — 940

Other comprehensive gain — — — — — — 26 — 26

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

Release of clinical trial funding commitment — — — — — 579 — — 579

Net loss — — — — — — — ( 6,913 ) ( 6,913 )

Balance, September 30, 2021 716 $ 1 39,552 $ 4 $ 384,551 $ ( 666 ) $ 16 $ ( 250,362 ) $ 133,544

(1) Net of expenses of $ 0.8 million.

3 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities

25 unchanged sentences

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

Proceeds from exercise of options 75 —

Proceeds from exercise of warrants — 1,263

7 unchanged sentences

Acquisition of property and equipment included in accounts payable and accrued expenses $ 255 $ —

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

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

5 unchanged sentences

Cardiff Oncology, Inc.

(“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 with the greatest unmet medical need, including KRAS-mutated metastatic colorectal cancer, metastatic pancreatic cancer and metastatic castration-resistant prostate cancer.

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 KRAS/NRAS-mutated metastatic colorectal cancer, metastatic pancreatic cancer, as well as investigator-initiated trials in triple negative breast cancer and small cell lung cancer.

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 common stock is listed on the Nasdaq Capital Market under the ticker symbol "CRDF".

7 unchanged sentences

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

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.

As of September 30, 2022, the Company had $ 114.3 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 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.

During the nine months ended September 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

2 unchanged sentences

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 5,101,572 3,566,832

4 unchanged sentences

Recently Adopted Accounting Pronouncement

In May 2021, the FASB issued ASU No.

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):

14 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 June 30, 2022 and December 31, 2021:

Fair Value Measurements at

June 30, 2022

September 30, 2022

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

29 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 six months ended June 30, 2022 .

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

Supplementary Balance Sheet Information

1 unchanged sentence

Investments available for sale consist of the following:

As of June 30,

As of September 30,

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

24 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.

Unrealized losses in investments available for sale debt securities at September 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.

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

As of September 30,

(in thousands) Fair Market Value Gross Unrealized Loss

Corporate debt securities 751 ( 6 )

treasury securities 1,839 ( 22 )

Total short-term investments $ 2,590 $ ( 28 )

Property and equipment

Property and equipment consist of the following:

(in thousands) As of June 30,

(in thousands) As of September 30,

2022 As of December 31,

6 unchanged sentences

Accrued liabilities consisted of the following:

(in thousands) As of June 30,

(in thousands) As of September 30,

2022 As of December 31,

12 unchanged sentences

The lease currently requires monthly payments of approximately $ 60,000 per month with 3 % annual escalation.

Facility Subleases

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

Prior to the expiration of the sublease agreements, the Company as a sublessor was leasing approximately 16,600 square feet of space to third parties.

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,

(in thousands) 2022 2021 2022 2021

3 unchanged sentences

Supplemental balance sheet information related to leases was as follows:

(in thousands) As of June 30,

(in thousands) As of September 30,

2022 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,

(in thousands) 2022 2021 2022 2021

1 unchanged sentence

Operating cash flows from operating leases $ 180 $ 243 $ 431 $ 726

ROU assets obtained in exchange for lease liabilities:

Operating leases $ — $ 3,061 $ — $ 3,061

Total remaining annual commitments under non-cancelable lease agreements for each of the years ended December 31 are as follows:

1 unchanged sentence

Year Ending December 31, Operating Leases

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

2022 (excluding the nine months ended September 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 June 30, Six Months Ended June 30,

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

(in thousands) 2022 2021 2022 2021

2 unchanged sentences

Total stock-based compensation expense $ 1,037 $ 940 $ 3,244 $ 2,244

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 unrecognized compensation cost related to non-vested stock options outstanding at September 30, 2022, net of estimated forfeitures, was $ 9.8 million, which is expected to be recognized over a weighted-average remaining vesting period of 2.8 years.

The weighted-average remaining contractual term of outstanding options as of September 30, 2022, was approximately 7.6 years.

The total fair value of stock options vested during the nine months ended September 30, 2022 and 2021, were $ 4.0 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:

Six Months Ended June 30,

Nine Months Ended September 30,

Risk-free interest rate 1.87 % 0.95 %

8 unchanged sentences

Granted 1,731,136 $ 3.15

Exercised ( 28,858 ) $ 2.60

Canceled / Forfeited ( 371,125 ) $ 4.77

Expired ( 1,565 ) $ 184.73

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

Balance outstanding, September 30, 2022 5,101,572 $ 5.92 $ 30,739

Exercisable at September 30, 2022 2,178,676 $ 7.44 $ 16,013

Vested and expected to vest at September 30, 2022 5,017,818 $ 5.94 $ 29,723

2021 Equity Incentive Plan

3 unchanged sentences

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.

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

As of September 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

1 unchanged sentence

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.

The Company recorded incremental reduction to stock compensation expense of $ 0.1 million during the nine months ended September 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, June 30, 2022 4,490,159 $ 5.80 2.5 years

Balance outstanding, September 30, 2022 4,490,159 $ 5.80 2.2 years

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,

2022 As of December 31,

16 unchanged sentences

These royalty payments are calculated as a percent of revenue.

For the six months ended June 30, 2022 and 2021, payments have not been material.

For the nine months ended September 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.

2 unchanged sentences

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.

Subsequent Events

Conversion of Series E Convertible Preferred Stock

327,509 Series E Convertible Preferred Shares were converted into 1,342,250 shares of common stock on October 11, 2022.

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