XML 25 R15.htm IDEA: XBRL DOCUMENT v3.22.2.2
Stockholders' Equity
 9 Months Ended
Sep. 30, 2022
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)2022202120222021
Included in research and development expense$286 $174 $746 $286 
Included in selling, general and administrative expense751 766 2,498 1,958 
Total stock-based compensation expense$1,037 $940 $3,244 $2,244 
 
The unrecognized compensation cost related to non-vested stock options outstanding at September 30, 2022, net of estimated forfeitures, was $9.8 million, which is expected to be recognized over a weighted-average remaining vesting period of 2.8 years. The weighted-average remaining contractual term of outstanding options as of September 30, 2022, was approximately 7.6 years. The total fair value of stock options vested during the nine months ended September 30, 2022 and 2021, were $4.0 million and $1.2 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,
20222021
Risk-free interest rate1.87 %0.95 %
Dividend yield0 %0 %
Expected volatility of Cardiff Oncology common stock106 %108 %
Expected term6.0 years6.0 years

A summary of stock option activity and changes in stock options outstanding is presented below:
 
Total OptionsWeighted-Average
Exercise Price
Per Share		Intrinsic
Value
Balance outstanding, December 31, 20213,771,984 $7.13 $6,405,258 
Granted1,731,136 $3.15  
Exercised(28,858)$2.60  
Canceled / Forfeited(371,125)$4.77  
Expired(1,565)$184.73  
Balance outstanding, September 30, 20225,101,572 $5.92 $30,739 
Exercisable at September 30, 20222,178,676 $7.44 $16,013 
Vested and expected to vest at September 30, 20225,017,818 $5.94 $29,723 
 
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. 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, 2022, there were 3,055,281 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, 2022, an aggregate of 920,208 shares were issuable upon the exercise of inducement grant stock options approved by the Company.

Modification of Stock Options

In June 2022 one of the Company's directors did not seek another term on the Board of Directors. At the time of departure, the Compensation Committee passed a resolution to extend the expiration date of the vested stock options, and to immediately accelerate the vesting of the unvested options. The Company recorded incremental reduction to stock compensation expense of $0.1 million during the nine months ended September 30, 2022, related to the modifications.

Warrants
 
A summary of warrant activity and changes in warrants outstanding, including both liability and equity classifications is presented below:
 
Total WarrantsWeighted-Average
Exercise Price
Per Share		Weighted-Average
Remaining Contractual
Term
Balance outstanding, December 31, 20214,490,159 $5.80 3.0 years
Balance outstanding, September 30, 20224,490,159 $5.80 2.2 years


Preferred Stock

A summary of our Company's classes of preferred stock is presented below:
Shares outstanding
ClassPar valueShares designatedLiquidation preferenceAs of September 30,
2022		As of December 31,
2021
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 None327,509 655,044