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Stockholders' Equity
 9 Months Ended
Sep. 30, 2024
Stockholders' Equity Note [Abstract]  
Stockholders' Equity

5. 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)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Included in research and development expense

 

$

436

 

 

$

294

 

 

$

1,223

 

 

$

985

 

Included in selling, general and administrative expense

 

 

817

 

 

 

661

 

 

 

2,333

 

 

 

2,615

 

Total stock-based compensation expense

 

$

1,253

 

 

$

955

 

 

$

3,556

 

 

$

3,600

 

 

The unrecognized compensation cost related to non-vested stock options outstanding at September 30, 2024, net of estimated forfeitures, was $8.1 million, which is expected to be recognized over a weighted-average remaining vesting period of 2.4 years. The weighted-average remaining contractual term of outstanding options as of September 30, 2024, was approximately 7.7 years. The total fair value of stock options vested during the nine months ended September 30, 2024 and 2023, were $3.6 million and $4.0 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,

 

 

2024

 

 

2023

 

Risk-free interest rate

 

 

4.06

%

 

 

3.62

%

Dividend yield

 

 

0

%

 

 

0

%

Expected volatility of Cardiff Oncology common stock

 

 

106

%

 

 

109

%

Expected term

 

5.8 years

 

 

5.3 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, 2023

 

 

6,650,954

 

 

$

4.27

 

 

$

23,926

 

Granted

 

 

1,899,096

 

 

$

3.40

 

 

 

 

Exercised

 

 

(133,614

)

 

$

2.69

 

 

 

 

Forfeited and expired

 

 

(68,092

)

 

$

23.06

 

 

 

 

Balance outstanding, September 30, 2024

 

 

8,348,344

 

 

$

3.94

 

 

$

2,542,885

 

Exercisable at September 30, 2024

 

 

4,431,853

 

 

$

4.64

 

 

$

1,235,936

 

Vested and expected to vest at September 30, 2024

 

 

8,132,900

 

 

$

3.97

 

 

$

2,451,731

 

 

2021 Equity Incentive Plan

In June 2021 the Company's stockholders approved the 2021 Omnibus Equity Incentive Plan ("2021 Plan"). As of September 30, 2024 the number of authorized shares in the 2021 Plan is equal to the sum of (i) 8,150,000 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, 2024, there were 3,155,783 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

The Company issues equity awards to certain new employees as inducement grants outside of its 2021 Plan. As of September 30, 2024, an aggregate of 1,380,248 shares were issuable upon the exercise of inducement grant stock options approved by the Company.

Rescinding and reissuance of March 2024 stock options

On May 30, 2024, the Board of Directors of the Company approved the rescinding of an aggregate of 1,697,712 shares of common stock issuable upon exercise of stock options granted on March 7, 2024 at an exercise price of $3.51 per share to employees and officers of the Company. On May 30, 2024, the Board of Directors of the Company approved the grant of an aggregate of 1,697,712 shares of common stock issuable upon exercise of stock options at an exercise price of $3.51 per share to employees and officers of the Company, subject to stockholder approval of an increase in the shares of common stock available for issuance pursuant to the Company’s 2021 Equity Incentive Plan at the Company’s annual meeting on June 20, 2024. The increase of shares available was approved by shareholders at the June 20, 2024 meeting, thus completing the requirements for the reissuance of the grant. The terms of the reissued grant were identical to the rescinded grant, therefore the transaction does not represent a stock option modification.

Warrants

A summary of warrant activity and changes in warrants outstanding, classified as equity is presented below:

 

 

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

Expired

 

 

(595

)

 

$

252.72

 

 

 

Balance outstanding, September 30, 2024

 

 

2,807,353

 

 

$

2.40

 

 

1.2 years

 

Sale of Common Stock

During the three months ended September 30, 2024, the Company received net proceeds of $7.4 million from the sale of 3.1 million shares of its common stock under the Sales Agreement with Jefferies LLC.

During the nine months ended September 30, 2024, the Company received net proceeds of $9.2 million from the sale of 3.9 million shares of its common stock under the Sales Agreement with Jefferies LLC.