crdf-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☒			QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐			TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

COMMISSION FILE NUMBER 001-35558

CARDIFF ONCOLOGY, INC.

(Exact Name of registrant as specified in its charter)


Delaware						27-2004382
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

11055 Flintkote Avenue, San Diego, California						92121
(Address of principal executive offices)						(Zip Code)

(858) 952-7570
(Registrant’s telephone number, including area code)

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Common Stock

CRDF

Nasdaq Capital Market

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 25, 2024, the issuer had 44,724,591 shares of Common Stock issued and outstanding.


		Page
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Condensed Balance Sheets	3

	Condensed Statements of Operations	4

	Condensed Statements of Comprehensive Loss	5

	Condensed Statements of Stockholders’ Equity	6

	Condensed Statements of Cash Flows	7

	Notes to Condensed Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	21

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	23

SIGNATURES


	March 31, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	18,658	$	21,655
Short-term investments	48,529		53,168
Accounts receivable and unbilled receivable	393		288
Prepaid expenses and other current assets	2,410		2,301
Total current assets	69,990		77,412
Property and equipment, net	1,199		1,238

Operating lease right-of-use assets	1,574		1,708
Other assets	1,275		1,279
Total Assets	$	74,038	$	81,637

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	5,191	$	1,966
Accrued liabilities	5,956		7,783

Operating lease liabilities	696		691


Total current liabilities	11,843		10,440


Operating lease liabilities, net of current portion	1,301		1,458


Total Liabilities	13,144		11,898

Commitments and contingencies (Note 6)

Stockholders’ equity
Preferred stock, 20,000 shares authorized; 277,100 designated as Series A Convertible Preferred Stock; 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; 44,710 and 44,677 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	4		4
Additional paid-in capital	409,781		409,343

Accumulated other comprehensive loss	(132)		(67)
Accumulated deficit	(348,759)		(339,541)
Total stockholders’ equity	60,894		69,739
Total liabilities and stockholders’ equity	$	74,038	$	81,637


	Three Months Ended March 31,
		2024		2023



Royalty revenues		$	205	$	83
Costs and expenses:

Research and development		8,008		9,052
Selling, general and administrative		3,130		3,083


Total operating expenses		11,138		12,135

Loss from operations		(10,933)		(12,052)

Other income (expense), net:
Interest income, net		926		940



Other income (expense), net		(4)		(111)
Total other income (expense), net		922		829

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

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





Net loss attributable to common stockholders		$	(10,017)	$	(11,229)

Net loss per common share — basic and diluted		$	(0.22)	$	(0.25)


Weighted-average shares outstanding — basic and diluted		44,678		44,677


	Preferred Stock Shares	Preferred Stock Amount		Common Stock Shares	Common Stock Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
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	—	—		—	—		—		(65)		—		(65)
Net loss	—	—		—	—		—		—		(10,011)		(10,011)
Balance, March 31, 2024	61	$	—	44,710	$	4	$	409,781	$	(132)	$	(348,759)	$	60,894


	March 31,
	2024	2023
Options to purchase Common Stock	8,297,292	6,396,895
Warrants to purchase Common Stock	2,807,948	4,296,472

Series A Convertible Preferred Stock	877	877


	11,106,117	10,694,244


	Fair Value Measurements at March 31, 2024
(in thousands)	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market fund	$	18,330	$	—	$	—	$	18,330

Total included in cash and cash equivalents	18,330		—		—		18,330

Available for sale investments:
Certificate of deposit	—		6,511		—		6,511
Corporate debt securities	—		18,328		—		18,328
Commercial paper	—		5,289		—		5,289


U.S. treasury securities	18,401		—		—		18,401
Total available for sale investments	18,401		30,128		—		48,529

Total assets measured at fair value on a recurring basis	$	36,731	$	30,128	$	—	$	66,859


	Fair Value Measurements at December 31, 2023
(in thousands)	Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market fund	$	21,606	$	—	$	—	$	21,606

Total included in cash and cash equivalents	21,606		—		—		21,606

Available for sale investments:
Certificate of deposit	—		8,333		—		8,333
Corporate debt securities	—		19,373		—		19,373
Commercial paper	—		6,202		—		6,202
U.S. government agencies	—		834		—		834
U.S. treasury securities	18,426		—		—		18,426
Total available for sale investments	18,426		34,742		—		53,168

Total assets measured at fair value on a recurring basis	$	40,032	$	34,742	$	—	$	74,774


	As of March 31, 2024
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Maturity less than 1 year:
Certificate of deposit	$	6,501	$	10	$	—	$	6,511
Corporate debt securities	14,686		6		(27)		14,665
Commercial paper	5,288		2		(1)		5,289


U.S. treasury securities	16,342		—		(112)		16,230
Total maturity less than 1 year	42,817		18		(140)		42,695
Maturity 1 to 2 years:
Corporate debt securities	3,654		13		(4)		3,663

U.S. treasury securities	2,190		—		(19)		2,171
Total maturity 1 to 2 years	5,844		13		(23)		5,834

Total short-term investments	$	48,661	$	31	$	(163)	$	48,529


	As of December 31, 2023
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Maturity less than 1 year:
Certificate of deposit	$	8,317	$	16	$	—	$	8,333
Corporate debt securities	10,948		8		(16)		10,940
Commercial paper	6,193		9		—		6,202
Non U.S. government	835		—		(1)		834

Total maturity less than 1 year	26,293		33		(17)		26,309
Maturity 1 to 2 years:
Corporate debt securities	8,437		6		(10)		8,433
U.S. treasury securities	18,505		—		(79)		18,426
Total maturity 1 to 2 years	26,942		6		(89)		26,859

Total short-term investments	$	53,235	$	39	$	(106)	$	53,168


(in thousands)	As of March 31, 2024		As of December 31, 2023
Furniture and office equipment	$	1,067	$	1,067
Leasehold improvements	2,568		2,568
Laboratory equipment	1,419		1,355
	5,054		4,990
Less—accumulated depreciation and amortization	(3,855)		(3,752)
Property and equipment, net	$	1,199	$	1,238


	Three Months Ended March 31,
	2024		2023
Risk-free interest rate	4.04	%	3.58	%
Dividend yield	0	%	0	%
Expected volatility of Cardiff Oncology common stock	107	%	110	%
Expected term	5.8 years		5.3 years


	Total Options	Weighted-Average Exercise Price Per Share		Intrinsic Value
Balance outstanding, December 31, 2023	6,650,954	$	4.27	$	23,926
Granted	1,720,896	$	3.51
Exercised	(33,222)	$	3.22
Forfeited and expired	(41,336)	$	10.11
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


	Total Warrants	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term
Balance outstanding, December 31, 2023	2,807,948	$	2.45	1.9 years



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


	Three Months Ended March 31,
(in thousands)	2024		2023		Increase (Decrease)
Salaries and staff costs	$	1,868	$	1,374	$	494
Stock-based compensation	389		394		(5)
Clinical trials, outside services, and lab supplies	5,253		6,845		(1,592)


Facilities and other	498		439		59
Total research and development	$	8,008	$	9,052	$	(1,044)


Exhibit Number						Description of Exhibit






31.1						Certification of Principal Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act.

31.2						Certification of Principal Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act.

32.1						Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2						Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS						Inline XBRL Instance Document

101.SCH						Inline XBRL Taxonomy Extension Schema

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase

101.LAB						Inline XBRL Taxonomy Extension Labels Linkbase

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase

104						Cover Page Interactive Data File - the cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, is formatted in Inline XBRL


	CARDIFF ONCOLOGY, INC.

May 2, 2024	By:	/s/ Mark Erlander
		Mark Erlander
		Chief Executive Officer

	CARDIFF ONCOLOGY, INC.

May 2, 2024	By:	/s/ James Levine
		James Levine
		Chief Financial Officer