What changed in this filing

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Item 1. Financial Statements

2024-05-02 compared with 2023-11-02 · 57 added, 86 removed, 283 unchanged (34% of the section changed)

3 unchanged sentences

(in thousands, except par value)

September 30,

2024 December 31,

21 unchanged sentences

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)

60,600 shares outstanding at March 31, 2024 and December 31, 2023 with liquidation preference of $ 1,074 and $ 1,068 at March 31, 2024 and December 31, 2023, respectively (Note 5)

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

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

44,710 and 44,677 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively

Additional paid-in capital 409,781 409,343

7 unchanged sentences

(in thousands, except per share amounts)

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

2023 2022 2023 2022

Three Months Ended March 31,

Royalty revenues $ 205 $ 83

17 unchanged sentences

(in thousands)

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

2023 2022 2023 2022

Three Months Ended March 31,

Net loss $ ( 10,011 ) $ ( 11,223 )

15 unchanged sentences

Stockholders’ Equity

Balance, January 1, 2023 61 $ — 44,677 $ 4 $ 404,834 $ ( 395 ) $ ( 298,100 ) $ 106,343

Stock-based compensation — — — — 1,064 — — 1,064

Other comprehensive gain — — — — — 319 — 319

Net loss — — — — — — ( 11,223 ) ( 11,223 )

Balance, March 31, 2023 61 $ — 44,677 $ 4 $ 405,898 $ ( 76 ) $ ( 309,323 ) $ 96,503

Balance, December 31, 2023

61 $ — 44,677 $ 4 $ 409,343 $ ( 67 ) $ ( 339,541 ) $ 69,739

Modified-retrospective adoption of ASU 2020-06 (1)

— — — — ( 793 ) — 793 —

Stock-based compensation — — — — 1,124 — — 1,124

Issuance of common stock upon exercise of stock options — — 33 — 107 — — 107

Other comprehensive loss

Net loss — — — — — — ( 11,150 ) ( 11,150 )

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

— — — — — ( 65 ) — ( 65 )

Net loss — — — — — — ( 10,011 ) ( 10,011 )

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

Balance, March 31, 2024

61 $ — 44,710 $ 4 $ 409,781 $ ( 132 ) $ ( 348,759 ) $ 60,894

(1) See Note 2.

Preferred Stock

3 unchanged sentences

Amount Additional

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

Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total

Stockholders’ Equity

Balance, January 1, 2022 716 $ 1 41,964 $ 4 $ 400,503 $ ( 139 ) $ ( 142 ) $ ( 259,810 ) $ 140,417

Stock-based compensation — — — — 1,152 — — — 1,152

Other comprehensive loss — — — — — — ( 606 ) — ( 606 )

Issuance of common stock upon conversion of Series E Convertible Preferred Stock ( 328 ) ( 1 ) 1,342 — — — — — ( 1 )

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

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

Net loss — — — — — — — ( 10,993 ) ( 10,993 )

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

Balance, December 31, 2022

61 $ — 44,677 $ 4 $ 404,834 $ ( 395 ) $ ( 298,100 ) $ 106,343

Stock-based compensation — — — — 1,064 — — 1,064

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

Other comprehensive gain — — — — — 319 — 319

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

Net loss — — — — — — ( 11,223 ) ( 11,223 )

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

Balance, March 31, 2023 61 $ — 44,677 $ 4 $ 405,898 $ ( 76 ) $ ( 309,323 ) $ 96,503

See accompanying notes to the unaudited condensed financial statements.

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities

3 unchanged sentences

Stock-based compensation expense 1,124 1,064

Amortization of premiums (discounts) on short-term investments ( 716 ) 672

Release of clinical trial funding commitment — 139

Accretion of discounts on short-term investments, net

( 156 ) ( 163 )

Changes in operating assets and liabilities:

3 unchanged sentences

Operating lease right-of-use assets 134 136

Accounts payable and accrued expenses 1,428 1,325

Accounts payable and accrued liabilities

Operating lease liabilities ( 152 ) ( 138 )

Other liabilities — ( 34 )

Net cash used in operating activities ( 7,740 ) ( 8,659 )

1 unchanged sentence

Capital expenditures ( 80 ) ( 8 )

Insurance proceeds from casualty loss — 114

Maturities of short-term investments 5,635 42,983

18 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 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.

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 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".

5 unchanged sentences

The operating results presented in these unaudited interim condensed financial statements are not necessarily indicative of the results that may be expected for any future periods.

These unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2022, included in the Company’s annual report on Form 10-K filed with the SEC on March 2, 2023.

These unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2023, included in the Company’s annual report on Form 10-K filed with the SEC on February 29, 2024.

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

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.

As of March 31, 2024, the Company had $ 67.2 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 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.

During the three months ended March 31, 2024, 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, 2023.

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 8,297,292 6,396,895

1 unchanged sentence

Series A Convertible Preferred Stock 877 877

Series E Convertible Preferred Stock — 1,342,250

11,106,117 10,694,244

Recent Accounting Pronouncement Not Yet Adopted

Recently Adopted Accounting Pronouncement

In August 2020, the FASB issued ASU No.

3 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 public business entities for fiscal years beginning after December 15, 2021 (or December 15, 2023, for companies who meet the SEC definition of Smaller Reporting Companies), and interim periods within those fiscal years.

The amendments in this update are 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 is currently evaluating the impact of this standard on its financial statements and related disclosures, and will adopt this standard on January 1, 2024.

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 .

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 September 30, 2023, and December 31, 2022:

Fair Value Measurements at

September 30, 2023

March 31, 2024

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

8 unchanged sentences

Commercial paper — 5,289 — 5,289

government agencies — 6,821 — 6,821

treasury securities 18,401 — — 18,401

18 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 nine months ended September 30, 2023 .

There were no transfers into or out of Level 3 during the three months ended March 31, 2024 .

Supplementary Balance Sheet Information

1 unchanged sentence

Investments available for sale consist of the following:

As of September 30, 2023

As of March 31, 2024

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

3 unchanged sentences

Commercial paper 5,288 2 ( 1 ) 5,289

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

treasury securities 16,342 — ( 112 ) 16,230

12 unchanged sentences

government 835 — ( 1 ) 834

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

Total maturity less than 1 year 26,293 33 ( 17 ) 26,309

1 unchanged sentence

Corporate debt securities 8,437 6 ( 10 ) 8,433

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

Total maturity 1 to 2 years 26,942 6 ( 89 ) 26,859

2 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 September 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 March 31, 2024, 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 September 30, 2023

As of March 31, 2024

(in thousands) Fair Market Value Gross Unrealized Loss

Corporate debt securities $ 1,546 $ ( 6 )

As of December 31, 2023

(in thousands) Fair Market Value Gross Unrealized Loss

Corporate debt securities $ 397 $ ( 3 )

Property and equipment

Property and equipment consist of the following:

(in thousands) As of September 30,

(in thousands) As of March 31,

2024 As of December 31,

6 unchanged sentences

Accrued liabilities consisted of the following:

(in thousands) As of September 30,

(in thousands) As of March 31,

2024 As of December 31,

2 unchanged sentences

Research agreements and services 692 530

Director fees 125 125

Patent, license and other fees 33 24

Other accrued liabilities 247 207

3 unchanged sentences

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

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

Three Months Ended March 31,

(in thousands) 2024 2023

2 unchanged sentences

Total stock-based compensation expense $ 1,124 $ 1,064

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 unrecognized compensation cost related to non-vested stock options outstanding at March 31, 2024, net of estimated forfeitures, was $ 10.2 million, which is expected to be recognized over a weighted-average remaining vesting period of 2.1 years.

The weighted-average remaining contractual term of outstanding options as of March 31, 2024, was approximately

The total fair value of stock options vested during the three months ended March 31, 2024 and 2023, were $ 1.4 million and $ 1.9 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:

Nine Months Ended September 30,

Three Months Ended March 31,

Risk-free interest rate 4.04 % 3.58 %

3 unchanged sentences

5.8 years 5.3 years

(1) 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.

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

4 unchanged sentences

Granted 1,720,896 $ 3.51

Exercised ( 33,222 ) $ 3.22

Forfeited and expired ( 41,336 ) $ 10.11

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

Balance outstanding, March 31, 2024 8,297,292 $ 4.09 $ 17,780,158

Exercisable at March 31, 2024 3,735,195 $ 5.10 $ 7,103,808

Vested and expected to vest at March 31, 2024 8,050,310 $ 4.13 $ 17,126,855

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

As of March 31, 2024, there were 307,279 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 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 nine month period ended September 30, 2023.

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

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, 2023 2,807,948 $ 2.45 1.9 years

Expired ( 1,553,020 ) $ 10.54

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

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.

Balance outstanding, March 31, 2024 2,807,948 $ 2.45 1.7 years

Commitments and Contingencies

7 unchanged sentences

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

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

During the three months ended March 31, 2024 and 2023 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 nine months ended September 30, 2023 and 2022, payments have not been material.

For the three months ended March 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.

1 unchanged sentence

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.

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