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Stockholders' Equity

9 Months Ended

Sep. 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 September 30,												Nine Months Ended September 30,
(in thousands)			2021						2020						2021						2020
Included in research and development expense			$	174					$	104					$	286					$	251
Included in selling, general and administrative expense			766						258						1,958						570
Total stock-based compensation expense			$	940					$	362					$	2,244					$	821

The unrecognized compensation cost related to non-vested stock options outstanding at September 30, 2021, net of estimated forfeitures, was $10.1 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 September 30, 2021 was

approximately 8.9 years. The total fair value of stock options vested during the nine months ended September 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:

			Nine Months Ended September 30,
			2021						2020
Risk-free interest rate			0.95		%				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			1,721,314						$	7.48
Canceled / Forfeited			(10,770)						$	2.55
Expired			(4,219)						$	216.00
Balance outstanding, September 30, 2021			3,566,832						$	7.22					$	7,522,769
Exercisable at September 30, 2021			1,281,604						$	8.96					$	5,103,890
Vested and expected to vest at September 30, 2021			3,466,323						$	7.28					$	7,344,075

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 September 30, 2021, there were 2,289,902 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.

Inducement Grants

In July 2021, the Company began issuing equity awards to certain new employees as inducement grants outside of its 2021 Plan. As of September 30, 2021, an aggregate of 590,000 shares were issuable upon the exercise of inducement grant stock options approved by the Company.

Modification of Stock Options

In June 2021 two of the Company's directors' terms ended. At the conclusion of their term, the Compensation Committee passed a resolution to extend the expiration date 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 expenses of$0.6 million during the nine months ended September 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, September 30, 2021			—						$	—					$	—

The total fair value of vested RSUs during the nine months ended September 30, 2021 and 2020 were $0.1 million and $0.1 million, 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, September 30, 2021			4,490,159						$	5.80					3.2 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 September 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

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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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