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Stockholders' Equity

6 Months Ended

Jun. 30, 2021

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 June 30,												Six Months Ended June 30,
(in thousands)			2021						2020						2021						2020
Included in research and development expense			$	72					$	70					$	112					$	147
Included in selling, general and administrative expense			964						212						1,192						312
Total stock-based compensation expense			$	1,036					$	282					$	1,304					$	459

The unrecognized compensation cost related to non-vested stock options outstanding at June 30, 2021, net of estimated forfeitures, was $7.9 million, which is expected to be recognized over a weighted-average remaining vesting period of 3.3 years. The weighted-average remaining contractual term of outstanding options as of June 30, 2021 was approximately 8.9 years. The total fair value of stock options vested during the six months ended June 30, 2021 and 2020 were $1.2 million and $0.8 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,
			2021						2020
Risk-free interest rate			0.94		%				0.44		%
Dividend yield			0		%				0		%
Expected volatility of Cardiff Oncology common stock			108		%				105		%
Expected term			6.0 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, 2020			1,860,507						$	7.43					$	27,963,363
Granted			1,117,106						$	7.98
Canceled / Forfeited			(10,770)						$	2.55
Balance outstanding, June 30, 2021			2,966,843						$	7.65					$	7,439,918
Exercisable at June 30, 2021			1,282,401						$	9.65					$	5,076,084
Vested and expected to vest at June 30, 2021			2,886,407						$	7.72					$	7,262,361

2021 Equity Incentive Plan

In June 2021 the Company's stockholders approved the 2021 Omnibus Equity Incentive Plan ("2021 Plan"). The number of authorized shares in the 2021 plan is equal to the sum of (i) 3,150,000 shares, plus (ii) the number of shares of Common Stock reserved, but unissued under the 2014 Plan; and (iii) the number of shares of Common Stock underlying forfeited awards under the 2014 Plan. As of June 30, 2021, there were 2,304,110 shares available for issuance under the 2021 Plan.

2014 Equity Incentive Plan

Subsequent to the adoption of the 2021 Plan, no additional equity awards can be made under the terms of the 2014 Plan.

Modification of Stock Options

In June 2021 two of the Company's directors left the Board of Directors. At the time of departure, the Compensation Committee passed a resolution to extend the expiration date of both of the departing directors vested stock options, and to immediately accelerate the vesting of one of the directors unvested options. The Company recorded incremental stock compensation expense of $0.6 million during the three months ended June 30, 2021 related to the modifications.

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, 2020			491						$	147.60					$	8,833
Vested			(491)						$	147.60
Non-vested RSUs outstanding, June 30, 2021			—						$	—					$	—

The total fair value of vested RSUs during the six months ended June 30, 2021 and 2020 were $72 thousand and $99 thousand, 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, 2020			5,260,992						$	5.19					4.1 years
Exercised			(770,833)						$	1.64
Balance outstanding, June 30, 2021			4,490,159						$	5.80					3.5 years

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 June 30, 2021						As of December 31, 2020
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						655,044						655,044

Sale of Common Stock

During May 2021, the Company sold 2.0 million shares of its common stock under the Sales Agreement with Jefferies LLC.

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- References

No definition available.

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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

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