What changed in this filing

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Item 1. Financial Statements

2023-11-02 compared with 2023-08-09 · 49 added, 74 removed, 320 unchanged (28% of the section changed)

3 unchanged sentences

(in thousands, except par value)

September 30,

2023 December 31,

20 unchanged sentences

Preferred stock, 20,000 shares authorized;

Series A Convertible Preferred Stock liquidation preference $ 1,056 and $ 1,044 at June 30, 2023 and December 31, 2022, respectively (Note 6)

277,100 designated as Series A Convertible Preferred Stock;

60,600 shares outstanding at September 30, 2023 and December 31, 2022 with liquidation preference of $ 1,062 and $ 1,044 at September 30, 2023 and December 31, 2022, respectively (Note 5)

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

44,677 shares issued and outstanding at June 30, 2023 and December 31, 2022

44,677 shares issued and outstanding at September 30, 2023 and December 31, 2022

Additional paid-in capital 408,434 404,834

7 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,

2023 2022 2023 2022

18 unchanged sentences

(in thousands)

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

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

2023 2022 2023 2022

1 unchanged sentence

Other comprehensive loss:

Unrealized loss on securities available-for-sale ( 355 ) ( 234 ) ( 36 ) ( 840 )

Unrealized gain (loss) on securities available-for-sale 24 203 ( 12 ) ( 637 )

Total comprehensive loss ( 9,707 ) ( 8,368 ) ( 32,116 ) ( 30,644 )

21 unchanged sentences

Balance, June 30, 2023 61 $ — 44,677 $ 4 $ 407,479 $ ( 431 ) $ ( 320,473 ) $ 86,579

Stock-based compensation — — — — 955 — — 955

Other comprehensive gain — — — — — 24 — 24

Net loss — — — — — — ( 9,731 ) ( 9,731 )

Balance, September 30, 2023 61 $ — 44,677 $ 4 $ 408,434 $ ( 407 ) $ ( 330,204 ) $ 77,827

Preferred Stock

18 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

See accompanying notes to the unaudited condensed financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities

8 unchanged sentences

Accounts receivable and unbilled receivable 573 ( 115 )

Prepaid expenses and other assets 2,260 18

Prepaid expenses and other current assets 3,188 4

Operating lease right-of-use assets 408 408

11 unchanged sentences

Financing activities:

Proceeds from exercise of options — 75

Net cash provided by financing activities — 75

3 unchanged sentences

Supplementary disclosure of cash flow activity:

Cash paid for taxes $ 1 $ 1

Supplemental disclosure of non-cash investing and financing activities:

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

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

See accompanying notes to the unaudited condensed financial statements.

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

8 unchanged sentences

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

As of June 30, 2023, the Company had $ 89.4 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 September 30, 2023, the Company had $ 81.4 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.

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, 2023, 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, 2022.

During the nine months ended September 30, 2023, 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, 2022.

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 6,652,427 5,101,572

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, 2023, and December 31, 2022:

Fair Value Measurements at

June 30, 2023

September 30, 2023

(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, 2023 .

There were no transfers into or out of Level 3 during the nine months ended September 30, 2023 .

Supplementary Balance Sheet Information

1 unchanged sentence

Investments available for sale consist of the following:

As of June 30, 2023

As of September 30, 2023

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

4 unchanged sentences

government agencies 6,852 — ( 31 ) 6,821

treasury securities 1,935 — ( 13 ) 1,922

Total maturity less than 1 year 37,778 6 ( 78 ) 37,706

19 unchanged sentences

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 June 30, 2023, were substantially 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, 2023, were substantially due to increases in interest rates, not due to increased credit risks associated with specific securities.

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

1 unchanged sentence

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

As of June 30, 2023

As of September 30, 2023

(in thousands) Fair Market Value Gross Unrealized Loss

2 unchanged sentences

Property and equipment consist of the following:

(in thousands) As of June 30,

(in thousands) As of September 30,

2023 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,

2023 As of December 31,

6 unchanged sentences

Total accrued liabilities $ 6,151 $ 5,177

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

Master Facility Lease

The Company currently leases office and lab space in San Diego that expires on February 28, 2027.

The lease currently requires monthly payments of approximately $ 61,000 per month with 3 % annual escalation.

The components of lease expense were as follows:

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

(in thousands) 2023 2022 2023 2022

Operating lease cost $ 180 $ 190 $ 363 $ 381

Supplemental balance sheet information related to leases was as follows:

(in thousands) As of June 30,

2023 As of December 31,

Operating lease ROU assets $ 1,978 $ 2,251

Current operating lease liabilities $ 683 $ 675

Non-current operating lease liabilities 1,753 2,040

Total operating lease liabilities $ 2,436 $ 2,715

Weighted-average remaining lease term–operating leases 3.7 years 4.2 years

Weighted-average discount rate–operating leases 7.0 % 7.0 %

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

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

(in thousands) 2023 2022 2023 2022

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

Operating cash flows from operating leases $ 183 $ 180 $ 368 $ 251

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

(in thousands)

Year Ending December 31, Operating Leases

2023 (excluding the six months ended June 30, 2023)

Thereafter 136

Total future minimum lease payments 2,767

Less imputed interest ( 331 )

Total $ 2,436

Stockholders’ Equity

1 unchanged sentence

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) 2023 2022 2023 2022

2 unchanged sentences

Total stock-based compensation expense $ 955 $ 1,037 $ 3,600 $ 3,244

The unrecognized compensation cost related to non-vested stock options outstanding at June 30, 2023, net of estimated forfeitures, was $ 8.4 million, which is expected to be recognized over a weighted-average remaining vesting period of 2.5 years.

The weighted-average remaining contractual term of outstanding options as of June 30, 2023, was approximately 8.4

The total fair value of stock options vested during the six months ended June 30, 2023 and 2022, were $ 3.2 million and $ 3.0 million, respectively.

The unrecognized compensation cost related to non-vested stock options outstanding at September 30, 2023, net of estimated forfeitures, was $ 7.5 million, which is expected to be recognized over a weighted-average remaining vesting period of 2.3 years.

The weighted-average remaining contractual term of outstanding options as of September 30, 2023, was approximately 8.1 years.

The total fair value of stock options vested during the nine months ended September 30, 2023 and 2022, were $ 4.0 million and $ 4.0 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 3.62 % 1.87 %

12 unchanged sentences

Forfeited and expired ( 555,655 ) $ 8.40

Balance outstanding, June 30, 2023 6,603,661 $ 4.49 $ 23,351

Exercisable at June 30, 2023 2,766,027 $ 6.16 $ 21,713

Vested and expected to vest at June 30, 2023 6,410,335 $ 4.55 $ 23,269

Balance outstanding, September 30, 2023 6,652,427 $ 4.36 $ 18,747

Exercisable at September 30, 2023 2,944,474 $ 5.88 $ 18,169

Vested and expected to vest at September 30, 2023 6,459,779 $ 4.42 $ 18,718

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, 2023, there were 2,013,871 shares available for issuance under the 2021 Plan.

As of September 30, 2023, there were 2,013,871 shares available for issuance under the 2021 Plan.

2014 Equity Incentive Plan

2 unchanged sentences

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

As of June 30, 2023, an aggregate of 1,385,240 shares were issuable upon the exercise of inducement grant stock options approved by the Company.

As of September 30, 2023, an aggregate of 1,435,256 shares were issuable upon the exercise of inducement grant stock options approved by the Company.

Modification of Stock Options

In June 2023 the Company modified stock options for a departing employee.

The modification resulted in an incremental stock-based compensation expense of $ 0.6 million during the three month period ended June 30, 2023.

The modification resulted in an incremental stock-based compensation expense of $ 0.6 million during the nine month period ended September 30, 2023.

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

5 unchanged sentences

Expired ( 1,553,020 ) $ 10.54

Balance outstanding, June 30, 2023 2,807,948 $ 2.45 2.5 years

Balance outstanding, September 30, 2023 2,807,948 $ 2.45 2.2 years

Preferred Stock

A summary of our Company's classes of preferred stock is presented below:

Shares outstanding

Class Par value Shares designated As of June 30,

2023 As of December 31,

Series A Convertible Preferred Stock $ 0.001 277,100 60,600 60,600

Series B Convertible Preferred Stock $ 0.001 8,860 — —

Series C Convertible Preferred Stock $ 0.001 200,000 — —

Series D Convertible Preferred Stock $ 0.0001 154,670 — —

Series E Convertible Preferred Stock $ 0.001 865,824 — —

Subsequent to quarter-end the Company filed a certificate of elimination and the Series B, C, D & E preferred stock have been eliminated from authorized series of preferred stock.

On August 8, 2023, the Company filed, with the Secretary of State of the State of Delaware, a Certificate of Elimination (the “Certificate of Elimination”) of Series B, Series C, Series D and Series E Convertible Preferred Stock removing the designation and other references to its Series B, Series C, Series D and Series E Convertible Preferred Stock from the Company’s Amended and Restated Certificate of Incorporation, as amended.

The Certificate of Elimination eliminates and returns the 8,860 Series B, 200,000 Series C, 154,670 Series D and 865,824 Series E shares of preferred stock previously designated, and no longer issued and outstanding, to the status of authorized but unissued shares of preferred stock, without designation.

Commitments and Contingencies

7 unchanged sentences

and (b) upon filing of the first NDA or equivalent for the first product candidate.

During the six months ended June 30, 2023 and 2022 no milestone or royalty payments were made.

During the nine months ended September 30, 2023 and 2022 no milestone or royalty payments were made.

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

2 unchanged sentences

These royalty payments are calculated as a percent of revenue.

For the six months ended June 30, 2023 and 2022, payments have not been material.

For the nine months ended September 30, 2023 and 2022, 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