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Stockholders' Equity | 9 Months Ended
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Sep. 30, 2020
Stockholders' Equity Note [Abstract] |
Stockholders' Equity | Stockholders’ Equity Stock Options 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,
| 2020 |  | 2019 |  | 2020 |  | 2019
Included in research and development expense | $ | 104,259 |  |  | $ | 104,153 |  |  | $ | 251,212 |  |  | $ | 300,291 |
Included in selling, general and administrative expense | 257,625 |  |  | 162,172 |  |  | 569,757 |  |  | 314,935 |
Total stock-based compensation expense | $ | 361,884 |  |  | $ | 266,325 |  |  | $ | 820,969 |  |  | $ | 615,226 |
The unrecognized compensation cost related to non-vested stock options outstanding at September 30, 2020 and 2019, net of estimated forfeitures, was $2,388,077 and $1,476,725, respectively, which is expected to be recognized over a weighted-average remaining vesting period of 2.2 and 2.4 years, respectively. The weighted-average remaining contractual term of outstanding options as of September 30, 2020 was approximately 9.1 years. The total fair value of stock options vested during the nine months ended September 30, 2020 and 2019 were $770,582 and $321,870, 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,
| 2020 |  | 2019
Risk-free interest rate | 0.44 | % |  | 1.8 | %
Dividend yield | 0 | % |  | 0 | %
Expected volatility of Cardiff Oncology common stock | 104.7 | % |  | 95.5 | %
Expected term | 5.9 years |  | 5.9 years
A summary of stock option activity and changes in stock options outstanding is presented below:
| Total Options |  | Weighted-Average Exercise Price Per Share |  | Intrinsic Value
Balance outstanding, December 31, 2019 | 1,015,418 |  |  | $ | 12.77 |  |  | $ | — |
Granted | 969,965 |  |  | $ | 2.53 |  |  |
Exercised | (3,333) |  |  | $ | 2.05 |  |  |
Canceled / Forfeited | (46,069) |  |  | $ | 12.58 |  |  |
Expired | (15,275) |  |  | $ | 8.98 |  |  |
Balance outstanding, September 30, 2020 | 1,920,706 |  |  | $ | 7.65 |  |  | $ | 21,766,326 |
Exercisable at September 30, 2020 | 441,434 |  |  | $ | 24.82 |  |  | $ | 4,507,516 |
On June 6, 2019, the number of authorized shares in the Cardiff Oncology 2014 Equity Incentive Plan (“2014 EIP”) was increased from 243,056 to 1,243,056. On April 16, 2020 the 2014 EIP was amended to increase the number of shares of common stock reserved for issuance thereunder to 2,243,056 from 1,243,056. As of September 30, 2020, there were 258,497 shares available for issuance under the 2014 EIP. Restricted Stock Units A summary of the RSU activity is presented below:
| Total Restricted Stock Units |  | Weighted-Average Grant Date Fair Value Per Share |  | Intrinsic Value
Non-vested RSUs outstanding, December 31, 2019 | 11,301 |  |  | $ | 15.38 |  |  | $ | 14,013 |
Vested | (10,310) |  |  | $ | 9.76 |  |  | $ | 22,875 |
Non-vested RSUs outstanding, September 30, 2020 | 991 |  |  | $ | 73.84 |  |  | $ | 14,062 |
The total fair value of vested RSUs during the nine months ended September 30, 2020 and 2019 were $100,585 and $169,563, respectively. Warrants A summary of warrant activity and changes in warrants outstanding, including both liability and equity classifications is presented below:
| Total Warrants |  | Weighted-Average Exercise Price Per Share |  | Weighted-Average Remaining Contractual Term
Balance outstanding, December 31, 2019 | 10,589,482 |  |  | $ | 4.08 |  |  | 3.7 years
Granted | 5,831,451 |  |  | $ | 1.70 |  |  |
Exercised | (9,047,582) |  |  | $ | 2.17 |  |  |
Balance outstanding, September 30, 2020 | 7,373,351 |  |  | $ | 4.54 |  |  | 4.3 years
Excluded from the table above are 992,039 pre-funded warrants that were exercised during the nine months ended September 30, 2020. Preferred Stock A summary of our Company's classes of preferred stock is presented below:
|  |  |  |  |  |  |  | Shares outstanding
Class |  | Par value |  | Shares designated |  | Liquidation preference |  | As of September 30, 2020 |  | As of December 31, 2019
Series A Convertible Preferred Stock |  | $ | 0.001 |  |  | 277,100 |  |  | $ | 606,000 |  |  | 60,600 |  |  | 60,600 |
Series B Convertible Preferred Stock |  | $ | 0.001 |  |  | 8,860 |  |  | None |  | — |  |  | — |
Series C Convertible Preferred Stock |  | $ | 0.001 |  |  | 200,000 |  |  | None |  | — |  |  | — |
Series D Convertible Preferred Stock |  | $ | 0.0001 |  |  | 154,670 |  |  | None |  | — |  |  | — |
Series E Convertible Preferred Stock |  | $ | 0.001 |  |  | 865,824 |  |  | None |  | 865,824 |  |  | — |
Series C Convertible Preferred Stock and Service Receivable On January 25, 2019, the Company entered into a Master Services Agreement and a Stock and Warrant Subscription Agreement with PoC Capital, LLC (“PoC”), whereby PoC agreed to finance $1.675 million for the development costs associated with Phase 1b/2 study of onvansertib in combination with FOLFIRI and Avastin® in patients with metastatic Colorectal Cancer (“mCRC”) harboring KRAS mutation in exchange for (i)183,334 shares of common stock, (ii) warrants to purchase an aggregate of 150,000 shares of common stock, with an exercise price of $3.762 per share, expiring on January 25, 2024, and (iii) 200,000 shares of Series C Convertible Preferred Stock, each share of which was convertible into 1.67 shares of common stock. In April of 2019, all 200,000 shares of Series C Convertible Preferred Stock were converted into 333,333 shares of the Company's common stock. The Company evaluated the awards issued under this transaction and determined they should be classified as equity. These equity awards were fully vested and non-forfeitable. Since the equity awards were for clinical trial services yet to be provided, the Company recognized $1.675 million service receivables as contra equity. The Company releases the service receivables as clinical trial services are performed. The conversion feature of the Series C Convertible Preferred Stock at the time of issuance was determined to be beneficial on the commitment date. Because the Series C Convertible Preferred Stock was perpetual with no stated maturity date, and the conversions could occur any time from inception, the Company immediately recorded a non-cash deemed dividend of $0.3 million related to the beneficial conversion feature arising from the issuance of Series C Convertible Preferred Stock. This non-cash deemed dividend increased the Company’s net loss attributable to common stockholders and net loss per share. Series D Convertible Preferred Stock and Service Receivable On May 8, 2020, the Company entered into a Stock and Warrant Subscription Agreement with PoC, whereby PoC agreed to finance an additional $2.3 million for a clinical trial in exchange for (i) 602,833 shares of its common stock (the “Common Stock”), (ii) 154,670 shares of its Series D Preferred Stock (as defined below) and (iii) a warrant exercisable for 859,813 shares of its Common Stock. In exchange, PoC is funding our clinical development of onvansertib in metastatic colorectal cancer pursuant to a Master Services Agreement dated as of January 25, 2019 by and among the Company, Integrium, LLC and PoC, as amended. The warrant will be exercisable six months following the date of issuance at an exercise price of $1.50 per share and will expire on November 7, 2025. In June of 2020, all 154,670 Series D Preferred Stock were converted to 1,546,700 shares of Common Stock. The Company evaluated the awards issued under this transaction and determined they should be classified as equity. These equity awards were fully vested and non-forfeitable. Since the equity awards were for clinical trial services yet to be provided, the Company recognized $2.3 million service receivables as contra equity. The Company releases the service receivables as clinical trial services are performed. The conversion feature of the Series D Convertible Preferred Stock at the time of issuance was determined to be beneficial on the commitment date. Because the Series D Convertible Preferred Stock was perpetual with no stated maturity date, and the conversions could occur any time from inception, the Company immediately recorded a non-cash deemed dividend of $0.6 million related to the beneficial conversion feature arising from the issuance of Series D Convertible Preferred Stock. This non-cash deemed dividend increased the Company’s net loss attributable to common stockholders and net loss per share. Series E Convertible Preferred Stock On June 15, 2020 the Company entered into a Securities Purchase Agreement with Acorn Bioventures LP ("Acorn"), CDK Associates, L.L.C. (“CDK”) and Third Street Holdings LLC (“Third Street”), pursuant to which the Company agreed to offer, issue and sell to Acorn, CDK and Third Street, (i) in a registered direct offering, an aggregate of 1,984,328 shares of common stock and (ii) in a concurrent private placement, (a) an aggregate of 865,824 shares of Series E Preferred Stock (“Series E Preferred Stock”) and (b) Series N warrants to purchase up to 2,213,115 shares of Common Stock. The Series E Preferred Stock is convertible at any time determined by dividing the $10 stated value per share of the Series E Preferred Stock by a conversion price of $2.44 per share, subject to adjustment in accordance with the Certificate of Designation. The Series N Warrants will be exercisable six months following the date of issuance at an exercise price of $2.39 per share and will expire on December 16, 2025. As of September 30, 2020, there were 865,824 shares of Series E Convertible Preferred Stock outstanding. The conversion feature of the Series E Convertible Preferred Stock at the time of issuance was determined to be beneficial on the commitment date. Because the Series E Convertible Preferred Stock was perpetual with no stated maturity date, and the conversions could occur any time from inception, the Company immediately recorded a non-cash deemed dividend of $2.7 million related to the beneficial conversion feature arising from the issuance of Series E Convertible Preferred Stock. This non-cash deemed dividend increased the Company’s net loss attributable to common stockholders and net loss per share. In conjunction with the June 15, 2020 offering, we issued 184,426 warrants as an advisory fee. These warrants are exercisable six months following the date of issuance at an exercise price of $3.05 per share and will expire 5.5 years following the date of issuance. These warrants are classified as equity and its estimated fair value of $370,666 was recognized as additional paid in capital on the issuance date. The estimated fair value is determined using the Black-Scholes Option Pricing Model which is based on the value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrant, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock. Securities Purchase Agreements with Lincoln Park Capital Fund, LLC On March 30, 2020, the Company entered into a Securities Purchase Agreement with Lincoln Park Capital Fund, LLC (“LPC”), pursuant to which the Company agreed to offer, issue and sell to LPC, (i) in a registered direct offering, an aggregate of (a) 800,000 shares of common stock and (b) Series I warrants to purchase up to 131,967 shares (the “Series I Warrant Shares”) of common stock. In a concurrent private placement, the Company also sold to LPC Series J warrants (the “Series J Warrants”) to purchase one share of common stock for each Share and for each Series I Warrant purchased for cash in the registered direct offering. The Series J Warrants are exercisable six months following the date of issuance at an exercise price of $0.948 per share and will expire 5.5 years following the date of issuance. The gross proceeds from this purchase were $1.0 million. On April 9, 2020, the Company entered into a Securities Purchase Agreement with LPC, pursuant to which the Company agreed to offer, issue and sell to LPC, (i) in a registered direct offering, an aggregate of (a) 904,970 shares of common stock and (b) Series K warrants to purchase up to 255,000 shares (the “Series K Warrant Shares”) of common stock. In a concurrent private placement, the Company also sold to LPC Series L warrants (the “Series L Warrants”) to purchase one share of Common Stock for each Share and for each Series K Warrant purchased for cash in the registered direct offering. The Series L Warrants are exercisable six months following the date of issuance at an exercise price of $0.81 per share and will expire 5.5 years following the date of issuance. The gross proceeds from this purchase were $1.1 million. Securities Purchase Agreement With Certain Directors and Executives On May 11, 2020 and May 14, 2020, the Company entered into Securities Purchase Agreements with certain directors and executives of the Company pursuant to which the Company sold 447,761 shares of common stock at a purchase price of $1.34 per share and 146,854 shares of common stock at a purchase price of $1.43 per share. The gross proceeds from these purchases were $810,000. Securities Purchase Agreement with Acorn Bioventures LPOn May 26, 2020, the Company entered into a Securities Purchase Agreement with Acorn, pursuant to which the Company agreed to offer, issue and sell to Acorn, (i) in a registered direct offering, an aggregate of 1,205,400 shares of common stock and (ii) in a concurrent private placement, Series M warrants to purchase up to 482,160 shares of common stock. The Series M Warrants are exercisable six months following the date of issuance at an exercise price of $2.024 per share and will expire 5.5 years following the date of issuance. The gross proceeds from this purchase were $2.5 million.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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