Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2020 | |
Entity File Number | 001-35558 | |
Entity Registrant Name | CARDIFF ONCOLOGY, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-2004382 | |
Entity Address, Address Line One | 11055 Flintkote Avenue | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92121 | |
City Area Code | 858 | |
Local Phone Number | 952-7570 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | CRDF | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 35,324,607 | |
Entity Central Index Key | 0001213037 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 36,405,432 | $ 10,195,292 |
Accounts receivable and unbilled receivable | 204,366 | 203,480 |
Prepaid expenses and other current assets | 1,578,859 | 954,957 |
Total current assets | 38,188,657 | 11,353,729 |
Property and equipment, net | 682,859 | 877,823 |
Operating lease right-of-use assets | 423,163 | 697,418 |
Other assets | 155,770 | 157,576 |
Total Assets | 39,450,449 | 13,086,546 |
Current liabilities: | ||
Accounts payable | 610,236 | 656,304 |
Accrued expenses | 3,643,300 | 3,260,061 |
Note payable | 305,000 | 0 |
Operating lease liabilities | 883,534 | 865,379 |
Total current liabilities | 5,442,070 | 4,781,744 |
Derivative financial instruments—warrants | 190,199 | 4,127 |
Operating lease liabilities, net of current portion | 207,178 | 860,963 |
Other liabilities | 88,452 | 128,368 |
Total Liabilities | 5,927,899 | 5,775,202 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity | ||
Preferred stock, 20,000,000 shares authorized; (Note 7) | 926 | 60 |
Common stock, $0.0001 par value, 150,000,000 shares authorized; 26,285,743 and 8,593,633 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 10,081 | 8,312 |
Additional paid-in capital | 260,807,295 | 217,172,528 |
Service receivables | (2,403,580) | (971,673) |
Accumulated deficit | (224,892,172) | (208,897,883) |
Total stockholders’ equity | 33,522,550 | 7,311,344 |
Total liabilities and stockholders’ equity | $ 39,450,449 | $ 13,086,546 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 26,285,743 | 8,593,633 |
Common stock, shares outstanding (in shares) | 26,285,743 | 8,593,633 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues: | ||||
Royalties | $ 136,401 | $ 51,687 | $ 246,738 | $ 150,560 |
Services | 0 | 0 | 0 | 1,495 |
Total revenues | 136,401 | 51,687 | 246,738 | 152,055 |
Costs and expenses: | ||||
Research and development | 2,854,812 | 2,818,824 | 8,036,225 | 8,297,763 |
Selling, general and administrative | 1,644,211 | 1,440,339 | 4,799,457 | 4,243,490 |
Total operating expenses | 4,499,023 | 4,259,163 | 12,835,682 | 12,541,253 |
Loss from operations | (4,362,622) | (4,207,476) | (12,588,944) | (12,389,198) |
Interest income | 15,864 | 53,700 | 67,358 | 188,204 |
Gain (loss) from change in fair value of derivative financial instruments—warrants | (144,035) | 13,330 | (186,072) | 27,359 |
Other income (expense), net | (5,738) | (1,103) | (1,967) | 2,012 |
Net loss | (4,496,531) | (4,141,549) | (12,709,625) | (12,171,623) |
Preferred stock dividend payable on Series A Convertible Preferred Stock | (6,060) | (6,060) | (18,180) | (18,180) |
Net loss attributable to common stockholders | $ (4,502,591) | $ (4,147,609) | $ (15,994,289) | $ (12,458,072) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.19) | $ (0.69) | $ (1) | $ (2.40) |
Weighted-average shares outstanding - basic and diluted (in shares) | 23,341,218 | 6,024,679 | 15,941,665 | 5,180,221 |
Series C Convertible Preferred Stock | ||||
Costs and expenses: | ||||
Deemed dividend recognized for beneficial conversion features of Convertible Preferred Stock issuance | $ 0 | $ 0 | $ 0 | $ (268,269) |
Series D Convertible Preferred Stock | ||||
Costs and expenses: | ||||
Deemed dividend recognized for beneficial conversion features of Convertible Preferred Stock issuance | 0 | 0 | (601,767) | 0 |
Series E Convertible Preferred Stock | ||||
Costs and expenses: | ||||
Deemed dividend recognized for beneficial conversion features of Convertible Preferred Stock issuance | $ 0 | $ 0 | $ (2,664,717) | $ 0 |
CONDENSED STATEMENT OF STOCKHOL
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Total | Preferred Stock | Preferred StockSeries D Convertible Preferred Stock | Preferred StockSeries C Convertible Preferred Stock | Common Stock | Common StockSeries D Convertible Preferred Stock | Common StockSeries C Convertible Preferred Stock | Additional Paid-In Capital | Additional Paid-In CapitalSeries D Convertible Preferred Stock | Additional Paid-In CapitalSeries E Convertible Preferred Stock | Additional Paid-In CapitalSeries C Convertible Preferred Stock | Service Receivable | Accumulated Deficit | Accumulated DeficitSeries D Convertible Preferred Stock | Accumulated DeficitSeries E Convertible Preferred Stock | |
Balance, beginning (in shares) at Dec. 31, 2018 | 60,600 | 3,831,879 | ||||||||||||||
Balance, beginning at Dec. 31, 2018 | $ 10,084,192 | $ 60 | $ 7,742 | $ 202,267,605 | $ 0 | $ (192,191,215) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Stock-based compensation | 200,067 | 200,067 | ||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 497,313 | |||||||||||||||
Issuance of common stock upon exercise of warrants | 3,282,266 | $ 50 | 3,282,216 | |||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 6,362 | |||||||||||||||
Issuance of common stock upon vesting of restricted stock units | $ 4 | (4) | ||||||||||||||
Preferred stock dividend payable on Series A Convertible Preferred Stock | (6,060) | (6,060) | ||||||||||||||
Release of clinical trial funding commitment | 70,487 | 70,487 | ||||||||||||||
Net loss | (3,904,771) | (3,904,771) | ||||||||||||||
Issuance of common stock, preferred stock and warrants for clinical trial funding commitment (in shares) | 200,000 | 183,334 | ||||||||||||||
Issuance of common stock, preferred stock and warrants for clinical trial funding commitment | (40,000) | $ 200 | $ 110 | 1,634,690 | (1,675,000) | |||||||||||
Deemed dividend recognized on beneficial conversion features of Series C Convertible Preferred Stock issuance | 268,269 | (268,269) | ||||||||||||||
Issuance of common stock for share rounding as a result of reverse stock split (in shares) | 6,466 | |||||||||||||||
Balance, ending (in shares) at Mar. 31, 2019 | 260,600 | 4,525,354 | ||||||||||||||
Balance, ending at Mar. 31, 2019 | 9,686,181 | $ 260 | $ 7,906 | 207,652,843 | (1,604,513) | (196,370,315) | ||||||||||
Balance, beginning (in shares) at Dec. 31, 2018 | 60,600 | 3,831,879 | ||||||||||||||
Balance, beginning at Dec. 31, 2018 | 10,084,192 | $ 60 | $ 7,742 | 202,267,605 | 0 | (192,191,215) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net loss | (12,171,623) | |||||||||||||||
Balance, ending (in shares) at Sep. 30, 2019 | 60,600 | 6,436,505 | ||||||||||||||
Balance, ending at Sep. 30, 2019 | 6,655,980 | $ 60 | $ 8,096 | 212,463,077 | (1,165,966) | (204,649,287) | ||||||||||
Balance, beginning (in shares) at Mar. 31, 2019 | 260,600 | 4,525,354 | ||||||||||||||
Balance, beginning at Mar. 31, 2019 | 9,686,181 | $ 260 | $ 7,906 | 207,652,843 | (1,604,513) | (196,370,315) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Stock-based compensation | 148,834 | 148,834 | ||||||||||||||
Sale of common stock and warrants (in shares) | (421,917) | |||||||||||||||
Sale of common stock and warrants | (2,902,740) | $ (42) | (2,902,698) | |||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 156,353 | |||||||||||||||
Issuance of common stock upon exercise of warrants | 1,564 | $ 16 | 1,548 | |||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 4,433 | |||||||||||||||
Preferred stock dividend payable on Series A Convertible Preferred Stock | (6,060) | (6,060) | ||||||||||||||
Release of clinical trial funding commitment | 240,279 | 240,279 | ||||||||||||||
Net loss | (4,125,303) | (4,125,303) | ||||||||||||||
Issuance of common stock upon conversion of Series D Convertible Preferred Stock (in shares) | (200,000) | 333,333 | ||||||||||||||
Issuance of common stock upon conversion of Series D Convertible Preferred Stock | $ (200) | $ 33 | $ 167 | |||||||||||||
Balance, ending (in shares) at Jun. 30, 2019 | 60,600 | 5,441,390 | ||||||||||||||
Balance, ending at Jun. 30, 2019 | 8,848,235 | $ 60 | $ 7,997 | 210,706,090 | (1,364,234) | (200,501,678) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Stock-based compensation | 266,325 | 266,325 | ||||||||||||||
Sale of common stock and warrants (in shares) | (271,744) | |||||||||||||||
Sale of common stock and warrants | (1,483,581) | $ (27) | (1,483,554) | |||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 717,969 | |||||||||||||||
Issuance of common stock upon exercise of warrants | 7,180 | $ 72 | 7,108 | |||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 5,402 | |||||||||||||||
Preferred stock dividend payable on Series A Convertible Preferred Stock | (6,060) | (6,060) | ||||||||||||||
Release of clinical trial funding commitment | 198,268 | 198,268 | ||||||||||||||
Net loss | (4,141,549) | (4,141,549) | ||||||||||||||
Balance, ending (in shares) at Sep. 30, 2019 | 60,600 | 6,436,505 | ||||||||||||||
Balance, ending at Sep. 30, 2019 | 6,655,980 | $ 60 | $ 8,096 | 212,463,077 | (1,165,966) | (204,649,287) | ||||||||||
Balance, beginning (in shares) at Dec. 31, 2019 | 60,600 | 8,593,633 | ||||||||||||||
Balance, beginning at Dec. 31, 2019 | 7,311,344 | $ 60 | $ 8,312 | 217,172,528 | (971,673) | (208,897,883) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Stock-based compensation | 177,309 | 177,309 | ||||||||||||||
Sale of common stock and warrants (in shares) | (800,000) | |||||||||||||||
Sale of common stock and warrants | (1,000,001) | $ (80) | (999,921) | |||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 1,610,144 | |||||||||||||||
Issuance of common stock upon exercise of warrants | 1,456,369 | $ 161 | 1,456,208 | |||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 6,810 | |||||||||||||||
Issuance of common stock upon vesting of restricted stock units | $ 1 | (1) | ||||||||||||||
Preferred stock dividend payable on Series A Convertible Preferred Stock | (6,060) | (6,060) | ||||||||||||||
Release of clinical trial funding commitment | 293,017 | 293,017 | ||||||||||||||
Net loss | (4,088,562) | (4,088,562) | ||||||||||||||
Balance, ending (in shares) at Mar. 31, 2020 | 60,600 | 11,010,587 | ||||||||||||||
Balance, ending at Mar. 31, 2020 | 6,143,418 | $ 60 | $ 8,554 | 219,805,965 | (678,656) | (212,992,505) | ||||||||||
Balance, beginning (in shares) at Dec. 31, 2019 | 60,600 | 8,593,633 | ||||||||||||||
Balance, beginning at Dec. 31, 2019 | 7,311,344 | $ 60 | $ 8,312 | 217,172,528 | (971,673) | (208,897,883) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net loss | (12,709,625) | |||||||||||||||
Balance, ending (in shares) at Sep. 30, 2020 | 926,424 | 26,285,743 | ||||||||||||||
Balance, ending at Sep. 30, 2020 | 33,522,550 | $ 926 | $ 10,081 | 260,807,295 | (2,403,580) | (224,892,172) | ||||||||||
Balance, beginning (in shares) at Mar. 31, 2020 | 60,600 | 11,010,587 | ||||||||||||||
Balance, beginning at Mar. 31, 2020 | 6,143,418 | $ 60 | $ 8,554 | 219,805,965 | (678,656) | (212,992,505) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Stock-based compensation | 281,776 | 281,776 | ||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 3,473,393 | |||||||||||||||
Issuance of common stock upon exercise of warrants | 4,605,017 | $ 347 | 4,604,670 | |||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 2,250 | |||||||||||||||
Preferred stock dividend payable on Series A Convertible Preferred Stock | (6,060) | (6,060) | ||||||||||||||
Release of clinical trial funding commitment | 213,492 | 213,492 | ||||||||||||||
Net loss | (4,124,532) | (4,124,532) | ||||||||||||||
Issuance of common stock, preferred stock and warrants for clinical trial funding commitment (in shares) | 154,670 | 602,833 | ||||||||||||||
Issuance of common stock, preferred stock and warrants for clinical trial funding commitment | (7,500) | $ 15 | $ 60 | 2,292,425 | (2,300,000) | |||||||||||
Deemed dividend recognized on beneficial conversion features of Series C Convertible Preferred Stock issuance | $ 601,767 | $ 2,664,717 | $ (601,767) | $ (2,664,717) | ||||||||||||
Sale of common stock, preferred stock and warrants (in shares) | [1] | 865,824 | 4,689,313 | |||||||||||||
Sale of common stock, preferred stock and warrants | [1] | (17,278,428) | $ 866 | $ 469 | 17,277,093 | |||||||||||
Issuance of common stock upon conversion of Series D Convertible Preferred Stock (in shares) | (154,670) | 1,546,700 | ||||||||||||||
Issuance of common stock upon conversion of Series D Convertible Preferred Stock | $ (15) | $ 155 | $ (140) | |||||||||||||
Balance, ending (in shares) at Jun. 30, 2020 | 926,424 | 21,325,076 | ||||||||||||||
Balance, ending at Jun. 30, 2020 | 24,384,039 | $ 926 | $ 9,585 | 247,528,273 | (2,765,164) | (220,389,581) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Stock-based compensation | 361,884 | 361,884 | ||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 4,956,084 | |||||||||||||||
Issuance of common stock upon exercise of warrants | 12,910,802 | $ 496 | 12,910,306 | |||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 1,250 | |||||||||||||||
Preferred stock dividend payable on Series A Convertible Preferred Stock | (6,060) | (6,060) | ||||||||||||||
Release of clinical trial funding commitment | 361,584 | 361,584 | ||||||||||||||
Net loss | (4,496,531) | (4,496,531) | ||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 3,333 | |||||||||||||||
Issuance of common stock upon exercise of stock options | 6,832 | 6,832 | ||||||||||||||
Balance, ending (in shares) at Sep. 30, 2020 | 926,424 | 26,285,743 | ||||||||||||||
Balance, ending at Sep. 30, 2020 | $ 33,522,550 | $ 926 | $ 10,081 | $ 260,807,295 | $ (2,403,580) | $ (224,892,172) | ||||||||||
[1] | Net of expenses of $616,143, and fair value of warrants issued as a transaction advisory fee as of the date of issuance of $370,666. |
CONDENSED STATEMENT OF STOCKH_2
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) | 3 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Cost of issuance of common stock, preferred stock and warrants | $ 616,143 | $ 40,000 |
Warrants, fair value | $ 370,666 | |
Discount of issuance of common stock, preferred stock and warrants for clinical trial funding commitment | $ 235,640 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities | ||
Net loss | $ (12,709,625) | $ (12,171,623) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment loss | 34,169 | 0 |
Depreciation | 348,748 | 372,828 |
Stock-based compensation expense | 820,969 | 615,226 |
Change in fair value of derivative financial instruments—warrants | 186,072 | (27,359) |
Release of clinical trial funding commitment | 868,093 | 509,034 |
Changes in operating assets and liabilities: | ||
Other assets | 1,806 | (68,145) |
Accounts receivable and unbilled receivable | (886) | 15,717 |
Prepaid expenses | (623,902) | 277,876 |
Operating lease right-of-use assets | 240,086 | 224,400 |
Accounts payable and accrued expenses | 318,991 | 837,551 |
Operating lease liabilities | (635,630) | (576,141) |
Other liabilities | (39,916) | 0 |
Net cash used in operating activities | (11,191,025) | (9,990,636) |
Investing activities: | ||
Capital expenditures | (153,784) | (67,622) |
Net cash used in investing activities | (153,784) | (67,622) |
Financing activities: | ||
Proceeds from sales of common stock, preferred stock and warrants, net of expenses of $633,807 and $97,260, respectively | 18,278,429 | 4,386,321 |
Costs related to the clinical trial funding commitment | (7,500) | (40,000) |
Proceeds from exercise of options | 6,832 | 0 |
Proceeds from exercise of warrants | 18,972,188 | 3,291,010 |
Borrowings under note payable | 305,000 | 0 |
Net cash provided by financing activities | 37,554,949 | 7,637,331 |
Net change in cash and cash equivalents | 26,210,140 | (2,420,927) |
Cash and cash equivalents—Beginning of period | 10,195,292 | 11,453,133 |
Cash and cash equivalents—End of period | 36,405,432 | 9,032,206 |
Supplementary disclosure of cash flow activity: | ||
Cash paid for taxes | 800 | 800 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Preferred stock dividend payable on Series A Convertible Preferred Stock | 18,180 | 18,180 |
Series C Convertible Preferred Stock | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Deemed dividend recognized for beneficial conversion features of Convertible Preferred Stock issuance | 0 | 268,269 |
Common stock, preferred stock and warrants issued in connection with clinical trial funding commitment | 0 | 1,675,000 |
Common stock issued upon conversion of convertible preferred stock | 0 | 33 |
Series D Convertible Preferred Stock | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Deemed dividend recognized for beneficial conversion features of Convertible Preferred Stock issuance | 601,767 | 0 |
Common stock, preferred stock and warrants issued in connection with clinical trial funding commitment | 2,300,000 | 0 |
Common stock issued upon conversion of convertible preferred stock | 155 | 0 |
Series E Convertible Preferred Stock | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Deemed dividend recognized for beneficial conversion features of Convertible Preferred Stock issuance | $ 2,664,717 | $ 0 |
CONDENSED STATEMENTS OF CASH _2
CONDENSED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Stock issuance expenses | $ 633,807 | $ 97,260 |
Series C Convertible Preferred Stock | ||
Discount of issuance of common stock, preferred stock and warrants for clinical trial funding commitment | $ 235,640 | |
Series D Convertible Preferred Stock | ||
Discount of issuance of common stock, preferred stock and warrants for clinical trial funding commitment | $ 488,270 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Business Organization and Overview Cardiff Oncology, Inc. (“Cardiff Oncology” or the “Company”) headquartered in San Diego, California, is a clinical-stage biotechnology company with the singular mission of developing new treatment options for cancer patients in indications with the greatest medical need, including KRAS-mutated metastatic colorectal cancer, Zytiga®-resistant metastatic castration-resistant prostate cancer and relapsed or refractory acute myeloid leukemia. Our goal is to overcome resistance, improve response to treatment and increase overall survival. Through the integration of tumor genomics and biomarker technology, we are able to assess patient response to treatment. Basis of Presentation The accompanying unaudited interim condensed financial statements of Cardiff Oncology have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) related to a quarterly report on Form 10-Q. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. The unaudited interim condensed financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the Company’s financial position and the results of its operations and cash flows for the periods presented. The unaudited condensed balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by GAAP for annual financial statements. The operating results presented in these unaudited interim condensed financial statements are not necessarily indicative of the results that may be expected for any future periods. These unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2019 included in the Company’s annual report on Form 10-K filed with the SEC on February 27, 2020. Liquidity The Company has incurred net losses since its inception and has negative operating cash flows. As of September 30, 2020, the Company had $36.4 million in cash and cash equivalents and believes it has sufficient cash to meet its funding requirements for at least the next 12 months following the issuance date of these financial statements. On October 2, 2020 the Company closed an underwritten public offering of its common stock for gross proceeds of approximately $100.9 million. See Note 11 to the condensed financial statements for further information. For the foreseeable future, the Company expects to continue to incur losses and require additional capital to further advance its clinical trial programs and support its other operations. The Company cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that the Company can raise additional funds by issuing equity securities, the Company’s stockholders may experience additional dilution. The economic effects of COVID-19 could also have an adverse effect on the Company's ability to raise additional capital. See Note 10 to the condensed financial statements for further information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies During the nine months ended September 30, 2020, there have been no changes to the Company’s significant accounting policies as described in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Net Loss Per Share Basic and diluted net loss per common share is determined by dividing net loss applicable to common stockholders by the weighted-average common shares outstanding during the period. Preferred dividends are included in net loss attributable to common stockholders in the computation of basic and diluted earnings per share. Shares used in calculating diluted net loss per common share exclude as anti-dilutive the following share equivalents: The following table sets forth the computation of basic and diluted earnings per share: Three Months Nine Months 2020 2019 2020 2019 Numerator: Net loss used for basic and diluted loss per share $ (4,502,591) $ (4,147,609) $ (15,994,289) $ (12,458,072) Denominator: Weighted-average shares used to compute basic and diluted net loss per share 23,341,218 6,024,679 15,941,665 5,180,221 Net loss per share attributable to common stockholders: Basic and diluted $ (0.19) $ (0.69) $ (1.00) $ (2.40) The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their effect was anti-dilutive: September 30, 2020 2019 Options to purchase Common Stock 1,920,706 1,016,426 Warrants to purchase Common Stock 7,373,351 4,870,076 Restricted Stock Units 991 14,161 Series A Convertible Preferred Stock 877 877 Series E Convertible Preferred Stock 3,548,459 — 12,844,384 5,901,540 Recently Adopted Accounting Pronouncement In August 2018, the FASB issued ASU No. 2018-13 ("ASU 2018-13"), Changes to the Disclosure Requirements for Fair Value Measurement |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents the Company’s assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of September 30, 2020 and December 31, 2019: Fair Value Measurements at Quoted Prices in Active Markets for Identical Assets and Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Total Assets: Money market fund (1) $ 35,536,630 $ — $ — $ 35,536,630 Total Assets $ 35,536,630 $ — $ — $ 35,536,630 Liabilities: Derivative financial instruments — warrants (2) $ — $ — $ 190,199 $ 190,199 Total Liabilities $ — $ — $ 190,199 $ 190,199 Fair Value Measurements at Quoted Prices in Active Markets for Identical Assets and Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Total Assets: Money market fund (1) $ 10,131,240 $ — $ — $ 10,131,240 Total Assets $ 10,131,240 $ — $ — $ 10,131,240 Liabilities: Derivative financial instruments — warrants (2) $ — $ — $ 4,127 $ 4,127 Total Liabilities $ — $ — $ 4,127 $ 4,127 (1) Included as a component of cash and cash equivalents on the accompanying condensed balance sheets. (2) A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments that trade infrequently and therefore have little or no price transparency are classified as Level 3. See Note 6 to the condensed financial statements for further information. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consist of the following: As of September 30, As of December 31, Furniture and office equipment $ 805,920 $ 775,030 Leasehold improvements 1,962,230 1,962,230 Laboratory equipment 867,750 744,856 3,635,900 3,482,116 Less—accumulated depreciation and amortization (2,953,041) (2,604,293) Property and equipment, net $ 682,859 $ 877,823 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Leases As a lessee, the Company’s current leases include its master facility lease and immaterial equipment leases, all of which are considered operating leases. The Company (as a sublessor) also subleases portions of its facility to third parties under three separate subleases. All of these subleases have been determined to be operating leases and are accounted for separately from the head lease. Master Facility Lease The Company leases a building in San Diego under an operating lease that expires on December 31, 2021. The lease currently requires fixed monthly rent payments of approximately $78,000, with 3% annual escalation. The lease also contains one five-year renewal option with minimum monthly rent equal to the then-current fair market value, subject to a 3% annual increase. As the Company is not reasonably certain to exercise this option, it has not been included in the calculation of the lease liability or right-of-use asset related to this lease. Facility Subleases As a result of corporate restructurings in previous years, the Company vacated a portion of its facility and has subleased the space to third parties under three separate sublease agreements, which all expire December 31, 2021. The Company recorded a cease-use loss liability and expense in 2018 pursuant to ASC 420, Exit or Disposal Cost Obligations , representing the total expected shortfall in sublease income for two of the subleases as compared to its required payments for those spaces under the remainder of the master lease term. This liability was being amortized over the remaining lease term until the adoption of ASC 842, whereupon the remaining cease-use loss liability of approximately $487,000 was eliminated and treated as a reduction to the beginning ROU asset value for the master lease as of January 1, 2019. Income will continue to be recognized on a straight-line basis over the term of the sublease. Impairment of Right-of-Use Assets The Company recorded an impairment loss of $0 and $34,169 for the three and nine months ended September 30, 2020, respectively. The loss related to a vacated portion of the facility that was no longer being subleased. The Company determined that the prolonged loss of sublease income and an adverse commercial real estate market caused by COVID-19 were indicators of impairment. A fair value approach using quoted prices for similar assets was used to determine the impairment loss. The loss was recorded within operating expenses in the condensed statement of operations. The components of lease expense were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease cost $ 98,808 $ 191,472 $ 344,836 $ 578,919 Operating sublease income (72,793) (99,937) (218,380) (299,812) Net operating lease cost $ 26,015 $ 91,535 $ 126,456 $ 279,107 Supplemental balance sheet information related to leases was as follows: As of September 30, As of December 31, Operating lease ROU assets $ 423,163 $ 697,418 Current operating lease liabilities $ 883,534 $ 865,379 Non-current operating lease liabilities 207,178 860,963 Total operating lease liabilities $ 1,090,712 $ 1,726,342 Weighted-average remaining lease term–operating leases 1.3 years 2.0 years Weighted-average discount rate–operating leases 6.5 % 6.5 % Supplemental cash flow and other information related to leases was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 236,748 $ 229,927 $ 706,211 $ 685,865 Total remaining annual commitments under non-cancelable lease agreements for each of the years ended December 31 are as follows: Year Ending December 31, Operating Leases Sublease Income Net Operating Leases 2020 (excluding the nine months ended September 30, 2020) $ 159,167 $ (72,793) $ 86,374 2021 968,165 (403,345) 564,820 2022 5,868 — 5,868 2023 3,423 — 3,423 Total future minimum lease payments 1,136,623 $ (476,138) $ 660,485 Less imputed interest (45,911) Total $ 1,090,712 |
Leases | Leases As a lessee, the Company’s current leases include its master facility lease and immaterial equipment leases, all of which are considered operating leases. The Company (as a sublessor) also subleases portions of its facility to third parties under three separate subleases. All of these subleases have been determined to be operating leases and are accounted for separately from the head lease. Master Facility Lease The Company leases a building in San Diego under an operating lease that expires on December 31, 2021. The lease currently requires fixed monthly rent payments of approximately $78,000, with 3% annual escalation. The lease also contains one five-year renewal option with minimum monthly rent equal to the then-current fair market value, subject to a 3% annual increase. As the Company is not reasonably certain to exercise this option, it has not been included in the calculation of the lease liability or right-of-use asset related to this lease. Facility Subleases As a result of corporate restructurings in previous years, the Company vacated a portion of its facility and has subleased the space to third parties under three separate sublease agreements, which all expire December 31, 2021. The Company recorded a cease-use loss liability and expense in 2018 pursuant to ASC 420, Exit or Disposal Cost Obligations , representing the total expected shortfall in sublease income for two of the subleases as compared to its required payments for those spaces under the remainder of the master lease term. This liability was being amortized over the remaining lease term until the adoption of ASC 842, whereupon the remaining cease-use loss liability of approximately $487,000 was eliminated and treated as a reduction to the beginning ROU asset value for the master lease as of January 1, 2019. Income will continue to be recognized on a straight-line basis over the term of the sublease. Impairment of Right-of-Use Assets The Company recorded an impairment loss of $0 and $34,169 for the three and nine months ended September 30, 2020, respectively. The loss related to a vacated portion of the facility that was no longer being subleased. The Company determined that the prolonged loss of sublease income and an adverse commercial real estate market caused by COVID-19 were indicators of impairment. A fair value approach using quoted prices for similar assets was used to determine the impairment loss. The loss was recorded within operating expenses in the condensed statement of operations. The components of lease expense were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease cost $ 98,808 $ 191,472 $ 344,836 $ 578,919 Operating sublease income (72,793) (99,937) (218,380) (299,812) Net operating lease cost $ 26,015 $ 91,535 $ 126,456 $ 279,107 Supplemental balance sheet information related to leases was as follows: As of September 30, As of December 31, Operating lease ROU assets $ 423,163 $ 697,418 Current operating lease liabilities $ 883,534 $ 865,379 Non-current operating lease liabilities 207,178 860,963 Total operating lease liabilities $ 1,090,712 $ 1,726,342 Weighted-average remaining lease term–operating leases 1.3 years 2.0 years Weighted-average discount rate–operating leases 6.5 % 6.5 % Supplemental cash flow and other information related to leases was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 236,748 $ 229,927 $ 706,211 $ 685,865 Total remaining annual commitments under non-cancelable lease agreements for each of the years ended December 31 are as follows: Year Ending December 31, Operating Leases Sublease Income Net Operating Leases 2020 (excluding the nine months ended September 30, 2020) $ 159,167 $ (72,793) $ 86,374 2021 968,165 (403,345) 564,820 2022 5,868 — 5,868 2023 3,423 — 3,423 Total future minimum lease payments 1,136,623 $ (476,138) $ 660,485 Less imputed interest (45,911) Total $ 1,090,712 |
Derivative Financial Instrument
Derivative Financial Instruments - Warrants | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments - Warrants | Derivative Financial Instruments — Warrants Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”) or ASC Topic 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”), Cardiff Oncology determined that certain warrants issued in connection with the execution of certain equity financings must be recorded as derivative liabilities. In accordance with ASC 815-40 and ASC 480-10, the warrants are also being re-measured at each balance sheet date based on estimated fair value, and any resultant change in fair value is being recorded in the Company’s condensed statements of operations. The Company estimates the fair value of these warrants using the Black-Scholes option pricing model. The range of assumptions and weighted averages used to determine the fair value of the warrants valued using the Black-Scholes option pricing model during the periods indicated were: Nine Months Ended September 30, 2020 2019 Range: Estimated fair value of Cardiff Oncology common stock $1.01 - $14.19 $1.51 - $3.75 Expected warrant term 2.3 - 3.1 years 3.3 - 4.1 years Risk-free interest rate 0.14 - 1.62% 1.56 - 2.49% Expected volatility of Cardiff Oncology common stock 110 - 118% 102 - 106% Dividend yield 0 % 0 % As of September 30, Weighted Average (1)(2) : Fair value of Cardiff Oncology common stock $14.19 Expected warrant term 2.3 years Risk-free interest rate 0.14 % Expected volatility of Cardiff Oncology common stock 110 % Dividend yield 0 % (1) Weighted average is only disclosed for periods after January 1, 2020 under the adoption of ASU 2018-13. (2) The weighted average was calculated using the relative fair value method. Expected volatility is based on historical volatility of Cardiff Oncology’s common stock. The warrants have a transferability provision and based on guidance provided in Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment (“SAB No. 107”) , for instruments issued with such a provision, Cardiff Oncology used the remaining contractual term as the expected term of the warrants. The risk-free rate is based on the U.S. Treasury security rates consistent with the expected remaining term of the warrants at each balance sheet date. The following table sets forth the components of changes in the Company’s derivative financial instruments — warrants liability balance, valued using the Black-Scholes option pricing method, for the periods indicated. Date Description Number of Warrants Derivative December 31, 2019 Balance of derivative financial instruments — warrants liability 64,496 $ 4,127 Change in fair value of derivative financial instruments — warrants during the period recognized as a loss in the condensed statements of operations — 186,072 September 30, 2020 Balance of derivative financial instruments — warrants liability 64,496 $ 190,199 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
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 Intrinsic 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 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 Weighted-Average 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, As of December 31, 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Executive Agreements Certain executive agreements provide for severance payments in case of terminations without cause or certain change of control scenarios. Research and Development and Clinical Trial Agreements In March 2017, the Company entered into a license agreement with Nerviano which granted the Company development and commercialization rights to NMS-1286937, which Cardiff Oncology refers to as onvansertib. Onvansertib is an oral, investigative drug and a highly-selective adenosine triphosphate competitive inhibitor of the serine/threonine PLK1. The Company plans to develop onvansertib in patients with leukemias/lymphomas and solid tumor cancers. Upon execution of the agreement, the Company paid $2.0 million in license fees which were expensed to research and development costs. The Company was committed to order $1.0 million of future services provided by Nerviano, such as the cost to manufacture drug product, no later than June 30, 2019, and these services have been purchased. Terms of the agreement also provide for the Company to pay development milestones and royalties based on sales volume. The Company is a party to various agreements under which it licenses technology on an exclusive basis in the field of human diagnostics and oncology therapeutics. License fees are generally calculated as a percentage of product revenues, with rates that vary by agreement. For the nine months ended September 30, 2020 and 2019, payments have not been material. Litigation Cardiff Oncology does not believe that it has legal liabilities that are probable or reasonably possible that require either accrual or disclosure. From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in matters may arise from time to time that may harm the Company’s business. As of the date of this report, management believes that there are no claims against the Company, which it believes will result in a material adverse effect on the Company’s business or financial condition. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsIn November 2018, the Company entered into a Material Transfer Agreement (“MTA”) with Leucadia Life Sciences (“Leucadia”) pursuant to which Leucadia will develop a PCR-based assay for onvansertib for Acute Myeloid Leukemia (“AML”). The Company’s Executive Chairman, Dr. Thomas Adams, is a principal stockholder of Leucadia. In connection with the MTA, the Company entered into a consulting agreement with Tommy Adams, Co-Founder & Chief Operating Officer of Leucadia, who is the son of Dr. Adams. During the three months ended September 30, 2020 and 2019 the Company incurred and recorded research and development expenses of approximately $281,000 and $242,000, respectively, during the nine months ended September 30, 2020 and 2019 the Company incurred and recorded approximately $810,000 and $745,000, respectively, for services performed by Leucadia and Tommy Adams. |
COVID-19
COVID-19 | 9 Months Ended |
Sep. 30, 2020 | |
Unusual or Infrequent Items, or Both [Abstract] | |
COVID-19 | COVID-19 The COVID-19 outbreak in the United States has caused significant business disruption. The extent of the impact of COVID-19 on the Company's future operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, and impact on the Company's clinical trials, employees and vendors, all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact the Company's future financial condition or results of operations is uncertain. While there has not been a material impact on the Company's condensed financial statements for the three or nine months ended September 30, 2020, a prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to complete certain clinical trials and other efforts required to advance the development of its drugs and raise additional capital. In response to the pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law on March 27, 2020. The CARES Act, among other things, includes tax provisions relating to refundable payroll tax credits, deferment of employer’s social security payments, net operating loss utilization and carryback periods, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company is utilizing the deferment of employer social security payments. The CARES Act did not have a material impact on our income tax provision for the three or nine months ended September 30, 2020. We continue to monitor changes and revisions of the CARES Act and its impact on our financial position, results of operations and cash flows. Small Business Administration Payroll Protection Program Loan On April 15, 2020, the Company was granted a loan (the “Loan”) from JPMorgan Chase Bank, N.A. in the aggregate amount of $305,000, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act with an interest rate of 0.98% per annum. On October 19, 2020 the Company repaid in full the outstanding principal and interest of the PPP Loan. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Underwritten Public Offering On October 2, 2020 the Company completed an underwritten public offering of 6,500,000 shares of its common stock at a price to the public of $13.50 per share. In addition, the underwriters exercised in full an option to purchase an additional 975,000 shares of common stock at the public offering price, less the underwriting discounts and commissions. All of the shares in the offering were sold by the Company, with gross proceeds of approximately $100.9 million, and net proceeds of approximately $94.0 million, after deducting underwriting discounts, commissions and estimated offering expenses. Exercise of Warrants From October 1 through October 31, 2020 the Company received proceeds of approximately $3.4 million from the exercise of 1.6 million warrants. The warrants exercised during the relevant period were from various prior equity offerings. Repayment of Small Business Administration Payroll Protection Program Loan On October 19, 2020 the Company repaid in full the PPP Loan principal of $305,000 and interest for the period the loan was outstanding. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Net Loss Per Share | Net Loss Per Share |
Recently Adopted Accounting Pronouncement | Recently Adopted Accounting Pronouncement In August 2018, the FASB issued ASU No. 2018-13 ("ASU 2018-13"), Changes to the Disclosure Requirements for Fair Value Measurement |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings per Share | The following table sets forth the computation of basic and diluted earnings per share: Three Months Nine Months 2020 2019 2020 2019 Numerator: Net loss used for basic and diluted loss per share $ (4,502,591) $ (4,147,609) $ (15,994,289) $ (12,458,072) Denominator: Weighted-average shares used to compute basic and diluted net loss per share 23,341,218 6,024,679 15,941,665 5,180,221 Net loss per share attributable to common stockholders: Basic and diluted $ (0.19) $ (0.69) $ (1.00) $ (2.40) |
Schedule of Antidilutive Securities Excluded from the Calculation of Diluted Net Loss per Share | The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their effect was anti-dilutive: September 30, 2020 2019 Options to purchase Common Stock 1,920,706 1,016,426 Warrants to purchase Common Stock 7,373,351 4,870,076 Restricted Stock Units 991 14,161 Series A Convertible Preferred Stock 877 877 Series E Convertible Preferred Stock 3,548,459 — 12,844,384 5,901,540 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of the Company’s Assets and Liabilities that are Measured and Recognized at Fair Value on a Recurring Basis Classified Under the Appropriate Level of the Fair Value Hierarchy | The following table presents the Company’s assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of September 30, 2020 and December 31, 2019: Fair Value Measurements at Quoted Prices in Active Markets for Identical Assets and Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Total Assets: Money market fund (1) $ 35,536,630 $ — $ — $ 35,536,630 Total Assets $ 35,536,630 $ — $ — $ 35,536,630 Liabilities: Derivative financial instruments — warrants (2) $ — $ — $ 190,199 $ 190,199 Total Liabilities $ — $ — $ 190,199 $ 190,199 Fair Value Measurements at Quoted Prices in Active Markets for Identical Assets and Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Total Assets: Money market fund (1) $ 10,131,240 $ — $ — $ 10,131,240 Total Assets $ 10,131,240 $ — $ — $ 10,131,240 Liabilities: Derivative financial instruments — warrants (2) $ — $ — $ 4,127 $ 4,127 Total Liabilities $ — $ — $ 4,127 $ 4,127 (1) Included as a component of cash and cash equivalents on the accompanying condensed balance sheets. (2) A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments that trade infrequently and therefore have little or no price transparency are classified as Level 3. See Note 6 to the condensed financial statements for further information. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property and Equipment | Property and equipment consist of the following: As of September 30, As of December 31, Furniture and office equipment $ 805,920 $ 775,030 Leasehold improvements 1,962,230 1,962,230 Laboratory equipment 867,750 744,856 3,635,900 3,482,116 Less—accumulated depreciation and amortization (2,953,041) (2,604,293) Property and equipment, net $ 682,859 $ 877,823 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Summary of Lease Expense and Supplemental Cash Flow Information | The components of lease expense were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease cost $ 98,808 $ 191,472 $ 344,836 $ 578,919 Operating sublease income (72,793) (99,937) (218,380) (299,812) Net operating lease cost $ 26,015 $ 91,535 $ 126,456 $ 279,107 Supplemental cash flow and other information related to leases was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 236,748 $ 229,927 $ 706,211 $ 685,865 |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: As of September 30, As of December 31, Operating lease ROU assets $ 423,163 $ 697,418 Current operating lease liabilities $ 883,534 $ 865,379 Non-current operating lease liabilities 207,178 860,963 Total operating lease liabilities $ 1,090,712 $ 1,726,342 Weighted-average remaining lease term–operating leases 1.3 years 2.0 years Weighted-average discount rate–operating leases 6.5 % 6.5 % |
Summary of Future Minimum Lease Payments | Total remaining annual commitments under non-cancelable lease agreements for each of the years ended December 31 are as follows: Year Ending December 31, Operating Leases Sublease Income Net Operating Leases 2020 (excluding the nine months ended September 30, 2020) $ 159,167 $ (72,793) $ 86,374 2021 968,165 (403,345) 564,820 2022 5,868 — 5,868 2023 3,423 — 3,423 Total future minimum lease payments 1,136,623 $ (476,138) $ 660,485 Less imputed interest (45,911) Total $ 1,090,712 |
Derivative Financial Instrume_2
Derivative Financial Instruments - Warrants (Tables) - Black Scholes Option Pricing Method | 9 Months Ended |
Sep. 30, 2020 | |
Derivative financial instruments | |
Schedule of Assumptions Used to Determine the Fair Value of the Warrants | The range of assumptions and weighted averages used to determine the fair value of the warrants valued using the Black-Scholes option pricing model during the periods indicated were: Nine Months Ended September 30, 2020 2019 Range: Estimated fair value of Cardiff Oncology common stock $1.01 - $14.19 $1.51 - $3.75 Expected warrant term 2.3 - 3.1 years 3.3 - 4.1 years Risk-free interest rate 0.14 - 1.62% 1.56 - 2.49% Expected volatility of Cardiff Oncology common stock 110 - 118% 102 - 106% Dividend yield 0 % 0 % As of September 30, Weighted Average (1)(2) : Fair value of Cardiff Oncology common stock $14.19 Expected warrant term 2.3 years Risk-free interest rate 0.14 % Expected volatility of Cardiff Oncology common stock 110 % Dividend yield 0 % (1) Weighted average is only disclosed for periods after January 1, 2020 under the adoption of ASU 2018-13. |
Schedule of Components of Changes in the Company’s Derivative Financial Instruments Liability Balance | The following table sets forth the components of changes in the Company’s derivative financial instruments — warrants liability balance, valued using the Black-Scholes option pricing method, for the periods indicated. Date Description Number of Warrants Derivative December 31, 2019 Balance of derivative financial instruments — warrants liability 64,496 $ 4,127 Change in fair value of derivative financial instruments — warrants during the period recognized as a loss in the condensed statements of operations — 186,072 September 30, 2020 Balance of derivative financial instruments — warrants liability 64,496 $ 190,199 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock-Based Compensation Expense | 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 |
Schedule of Assumptions to Estimate Fair Value of Stock Option Awards | 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 |
Summary of Stock Option Activity and of Changes in Stock Options Outstanding | A summary of stock option activity and changes in stock options outstanding is presented below: Total Options Weighted-Average Intrinsic 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 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of the RSU activity is presented below: Total Restricted Stock Units Weighted-Average 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 |
Summary of Warrant Activity and Changes in Warrants Outstanding | A summary of warrant activity and changes in warrants outstanding, including both liability and equity classifications is presented below: Total Warrants Weighted-Average Weighted-Average 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 |
Schedule of 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, As of December 31, 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 — |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) - USD ($) | Oct. 02, 2020 | Oct. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||
Cash and cash equivalents | $ 36,405,432 | $ 10,195,292 | ||
Subsequent Event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Cash and cash equivalents | $ 131,800,000 | |||
Gross proceeds from sale of stock | $ 100,900,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||
Net loss used for basic and diluted loss per share | $ (4,502,591) | $ (4,147,609) | $ (15,994,289) | $ (12,458,072) |
Denominator: | ||||
Weighted-average shares used to compute basic and diluted net loss per share (in shares) | 23,341,218 | 6,024,679 | 15,941,665 | 5,180,221 |
Net loss per share attributable to common stockholders: | ||||
Basic and diluted (in dollars per share) | $ (0.19) | $ (0.69) | $ (1) | $ (2.40) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Net Loss Per Share | ||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 12,844,384 | 5,901,540 |
Options to purchase Common Stock | ||
Net Loss Per Share | ||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 1,920,706 | 1,016,426 |
Warrants to purchase Common Stock | ||
Net Loss Per Share | ||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 7,373,351 | 4,870,076 |
Restricted Stock Units | ||
Net Loss Per Share | ||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 991 | 14,161 |
Series A Convertible Preferred Stock | ||
Net Loss Per Share | ||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 877 | 877 |
Series E Convertible Preferred Stock | ||
Net Loss Per Share | ||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 3,548,459 | 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets and Liabilities (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Liabilities: | ||
Derivative financial instruments - warrants | $ 190,199 | $ 4,127 |
Estimate of Fair Value Measurement | Recurring basis | ||
Assets: | ||
Money market fund | 35,536,630 | 10,131,240 |
Total Assets | 35,536,630 | 10,131,240 |
Liabilities: | ||
Derivative financial instruments - warrants | 190,199 | 4,127 |
Total Liabilities | 190,199 | 4,127 |
Estimate of Fair Value Measurement | Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | ||
Assets: | ||
Money market fund | 35,536,630 | 10,131,240 |
Total Assets | 35,536,630 | 10,131,240 |
Liabilities: | ||
Derivative financial instruments - warrants | 0 | 0 |
Total Liabilities | 0 | 0 |
Estimate of Fair Value Measurement | Recurring basis | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Money market fund | 0 | 0 |
Total Assets | 0 | 0 |
Liabilities: | ||
Derivative financial instruments - warrants | 0 | 0 |
Total Liabilities | 0 | 0 |
Estimate of Fair Value Measurement | Recurring basis | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Money market fund | 0 | 0 |
Total Assets | 0 | 0 |
Liabilities: | ||
Derivative financial instruments - warrants | 190,199 | 4,127 |
Total Liabilities | $ 190,199 | $ 4,127 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Property, equipment and depreciation and amortization | ||
Property and equipment, gross | $ 3,635,900 | $ 3,482,116 |
Less—accumulated depreciation and amortization | (2,953,041) | (2,604,293) |
Property and equipment, net | 682,859 | 877,823 |
Furniture and office equipment | ||
Property, equipment and depreciation and amortization | ||
Property and equipment, gross | 805,920 | 775,030 |
Leasehold improvements | ||
Property, equipment and depreciation and amortization | ||
Property and equipment, gross | 1,962,230 | 1,962,230 |
Laboratory equipment | ||
Property, equipment and depreciation and amortization | ||
Property and equipment, gross | $ 867,750 | $ 744,856 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($)leaserenewal_option | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Number of subleases | lease | 3 | |||
Monthly rent payments | $ 78,000 | |||
Annual rent increase, percentage | 3.00% | |||
Number of lease renewals | renewal_option | 1 | |||
Renewal term | 5 years | 5 years | ||
Decrease in operating lease right-of-use assets | $ (423,163) | $ (423,163) | $ (697,418) | |
Impairment loss | $ 0 | $ 34,169 | $ 0 | |
Accounting Standards Update 2016-02 | ||||
Lessee, Lease, Description [Line Items] | ||||
Decrease in operating lease right-of-use assets | $ (487,000) |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease cost | $ 98,808 | $ 191,472 | $ 344,836 | $ 578,919 |
Operating sublease income | (72,793) | (99,937) | (218,380) | (299,812) |
Net operating lease cost | $ 26,015 | $ 91,535 | $ 126,456 | $ 279,107 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating lease ROU assets | $ 423,163 | $ 697,418 |
Current operating lease liabilities | 883,534 | 865,379 |
Non-current operating lease liabilities | 207,178 | 860,963 |
Total operating lease liabilities | $ 1,090,712 | $ 1,726,342 |
Weighted-average remaining lease term–operating leases | 1 year 3 months 18 days | 2 years |
Weighted-average discount rate–operating leases | 6.50% | 6.50% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Operating cash flows from operating leases | $ 236,748 | $ 229,927 | $ 706,211 | $ 685,865 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2020 (excluding the nine months ended September 30, 2020) | $ 159,167 | |
2021 | 968,165 | |
2022 | 5,868 | |
2023 | 3,423 | |
Total future minimum lease payments | 1,136,623 | |
Less imputed interest | (45,911) | |
Total | 1,090,712 | $ 1,726,342 |
Sublease Income | ||
2020 (excluding the nine months ended September 30, 2020) | (72,793) | |
2021 | (403,345) | |
2022 | 0 | |
2023 | 0 | |
Total future minimum lease payments | (476,138) | |
Net Operating Leases | ||
2020 (excluding the nine months ended September 30, 2020) | 86,374 | |
2021 | 564,820 | |
2022 | 5,868 | |
2023 | 3,423 | |
Total future minimum lease payments | $ 660,485 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Warrants (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / shares | Mar. 31, 2019 | |
Changes in the Company's derivative financial instruments liability balance | |||||
Balance of warrants outstanding at the beginning of the period (in shares) | shares | 10,589,482 | ||||
Balance of warrants outstanding at the end of the period (in shares) | shares | 7,373,351 | 7,373,351 | |||
Balance of derivative financial instruments liability at the beginning of the period | $ 4,127 | ||||
Change in fair value of derivative financial instruments—warrants during the period recognized as a loss in the condensed statements of operations | $ (144,035) | $ 13,330 | (186,072) | $ 27,359 | |
Balance of derivative financial instruments liability at the end of the period | $ 190,199 | $ 190,199 | |||
Warrants to purchase Common Stock | Weighted Average | |||||
Range of assumptions used to determine the fair value of warrants | |||||
Estimated fair value of Trovagene common stock (in dollars per share) | $ / shares | $ 14.19 | ||||
Warrants to purchase Common Stock | Black Scholes Option Pricing Method | |||||
Changes in the Company's derivative financial instruments liability balance | |||||
Balance of warrants outstanding at the beginning of the period (in shares) | shares | 64,496 | ||||
Balance of warrants outstanding at the end of the period (in shares) | shares | 64,496 | 64,496 | |||
Balance of derivative financial instruments liability at the beginning of the period | $ 4,127 | ||||
Change in fair value of derivative financial instruments—warrants during the period recognized as a loss in the condensed statements of operations | 186,072 | ||||
Balance of derivative financial instruments liability at the end of the period | $ 190,199 | $ 190,199 | |||
Warrants to purchase Common Stock | Black Scholes Option Pricing Method | Minimum | |||||
Range of assumptions used to determine the fair value of warrants | |||||
Estimated fair value of Trovagene common stock (in dollars per share) | $ / shares | $ 1.01 | $ 1.51 | |||
Warrants to purchase Common Stock | Black Scholes Option Pricing Method | Maximum | |||||
Range of assumptions used to determine the fair value of warrants | |||||
Estimated fair value of Trovagene common stock (in dollars per share) | $ / shares | $ 14.19 | $ 3.75 | |||
Expected warrant term | Warrants to purchase Common Stock | Weighted Average | |||||
Range of assumptions used to determine the fair value of warrants | |||||
Expected warrant term | 2 years 3 months 18 days | 2 years 3 months 18 days | |||
Expected warrant term | Warrants to purchase Common Stock | Black Scholes Option Pricing Method | Minimum | |||||
Range of assumptions used to determine the fair value of warrants | |||||
Expected warrant term | 2 years 3 months 18 days | 3 years 3 months 18 days | 2 years 3 months 18 days | 3 years 3 months 18 days | |
Expected warrant term | Warrants to purchase Common Stock | Black Scholes Option Pricing Method | Maximum | |||||
Range of assumptions used to determine the fair value of warrants | |||||
Expected warrant term | 3 years 1 month 6 days | 4 years 1 month 6 days | 3 years 1 month 6 days | 4 years 1 month 6 days | |
Risk-free interest rate | Warrants to purchase Common Stock | Weighted Average | |||||
Range of assumptions used to determine the fair value of warrants | |||||
Measurement input | 0.0014 | 0.0014 | |||
Risk-free interest rate | Warrants to purchase Common Stock | Black Scholes Option Pricing Method | Minimum | |||||
Range of assumptions used to determine the fair value of warrants | |||||
Measurement input | 0.0014 | 0.0156 | 0.0014 | 0.0156 | |
Risk-free interest rate | Warrants to purchase Common Stock | Black Scholes Option Pricing Method | Maximum | |||||
Range of assumptions used to determine the fair value of warrants | |||||
Measurement input | 0.0162 | 0.0249 | 0.0162 | 0.0249 | |
Expected volatility of Cardiff Oncology common stock | Warrants to purchase Common Stock | Weighted Average | |||||
Range of assumptions used to determine the fair value of warrants | |||||
Measurement input | 1.10 | 1.10 | |||
Expected volatility of Cardiff Oncology common stock | Warrants to purchase Common Stock | Black Scholes Option Pricing Method | Minimum | |||||
Range of assumptions used to determine the fair value of warrants | |||||
Measurement input | 1.10 | 1.02 | 1.10 | 1.02 | |
Expected volatility of Cardiff Oncology common stock | Warrants to purchase Common Stock | Black Scholes Option Pricing Method | Maximum | |||||
Range of assumptions used to determine the fair value of warrants | |||||
Measurement input | 1.18 | 1.06 | 1.18 | 1.06 | |
Dividend yield | Warrants to purchase Common Stock | Weighted Average | |||||
Range of assumptions used to determine the fair value of warrants | |||||
Measurement input | 0 | 0 | |||
Dividend yield | Warrants to purchase Common Stock | Black Scholes Option Pricing Method | |||||
Range of assumptions used to determine the fair value of warrants | |||||
Measurement input | 0 | 0 | 0 |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock-based compensation expense | ||||
Total stock based compensation expense | $ 361,884 | $ 266,325 | $ 820,969 | $ 615,226 |
Options vested, fair value | 770,582 | 321,870 | ||
Research and Development Expense | ||||
Stock-based compensation expense | ||||
Total stock based compensation expense | 104,259 | 104,153 | 251,212 | 300,291 |
Selling, general and administrative expense | ||||
Stock-based compensation expense | ||||
Total stock based compensation expense | 257,625 | 162,172 | 569,757 | 314,935 |
Options to purchase Common Stock | ||||
Stock-based compensation expense | ||||
Unrecognized compensation cost | $ 2,388,077 | $ 1,476,725 | $ 2,388,077 | $ 1,476,725 |
Weighted-average remaining vesting period for recognition | 2 years 2 months 12 days | 2 years 4 months 24 days | ||
Options outstanding, weighted average contractual life | 9 years 1 month 6 days |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) | 9 Months Ended | ||||||
Sep. 30, 2020 | Sep. 30, 2019 | Apr. 16, 2020 | Apr. 15, 2020 | Dec. 31, 2019 | Jun. 06, 2019 | Jun. 05, 2019 | |
Options to purchase Common Stock | |||||||
Weighted-average assumptions | |||||||
Risk-free interest rate | 0.44% | 1.80% | |||||
Dividend yield (as a percent) | 0.00% | 0.00% | |||||
Expected volatility (as a percent) | 104.70% | 95.50% | |||||
Expected term | 5 years 10 months 24 days | 5 years 10 months 24 days | |||||
Number of Options | |||||||
Balance outstanding at the beginning of the period (in shares) | 1,015,418 | ||||||
Granted (in shares) | 969,965 | ||||||
Exercised (in shares) | (3,333) | ||||||
Cancelled / Forfeited (in shares) | (46,069) | ||||||
Expired (in shares) | (15,275) | ||||||
Balance outstanding at the end of the period (in shares) | 1,920,706 | ||||||
Exercisable at the end of the period (in shares) | 441,434 | ||||||
Weighted Average Exercise Price Per Share | |||||||
Balance outstanding at the beginning of the period (in USD per share) | $ 12.77 | ||||||
Granted (in USD per share) | 2.53 | ||||||
Exercised (in USD per share) | 2.05 | ||||||
Canceled / Forfeited (in USD per share) | 12.58 | ||||||
Expired (in USD per share) | 8.98 | ||||||
Balance outstanding at the end of the period (in USD per share) | 7.65 | ||||||
Exercisable at the end of the period (in USD per share) | $ 24.82 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | |||||||
Options outstanding, intrinsic value | $ 21,766,326 | $ 0 | |||||
Vested and exercisable at the end of the period, intrinsic value | $ 4,507,516 | ||||||
2014 EIP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | |||||||
Authorized shares under the plan (in shares) | 1,243,056 | 2,243,056 | 1,243,056 | 243,056 | |||
Number of remaining shares available for issuance (in shares) | 258,497 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Units (Details) - Restricted Stock Units - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Total Restricted Stock Units | |||
Non-vested at beginning of period (in shares) | 11,301 | ||
Vested (in shares) | (10,310) | ||
Non-vested at end of period (in shares) | 991 | ||
Weighted-Average Grant Date Fair Value Per Share | |||
Nonvested, weighted average grant date fair value at end of period (in USD per share) | $ 15.38 | ||
Vested, weighted average grant date fair value (in USD per share) | 9.76 | ||
Nonvested, weighted average grant date fair value at end of period (in USD per share) | $ 73.84 | ||
Equity instruments other than options, aggregate intrinsic value, nonvested | $ 14,062 | $ 14,013 | |
Equity instruments other than options, aggregate intrinsic value, vested | 22,875 | ||
Equity instruments other than options, vested in period, fair value | $ 100,585 | $ 169,563 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - $ / shares | 6 Months Ended | 9 Months Ended |
Jun. 30, 2020 | Sep. 30, 2020 | |
Number of Warrants | ||
Balance of warrants outstanding at the end of the period (in shares) | 7,373,351 | |
Granted (in shares) | 5,831,451 | |
Exercised (in shares) | (9,047,582) | |
Balance of warrants outstanding at the beginning of the period (in shares) | 10,589,482 | 10,589,482 |
Weighted Average Exercise Price Per Share | ||
Weighted average exercise price of warrants at the beginning of the period (in USD per share) | $ 4.08 | $ 4.08 |
Granted (in USD per share) | 1.70 | |
Exercised (in USD per share) | 2.17 | |
Weighted average exercise price of warrants at the end of the period (in USD per share) | $ 4.54 | |
Term | ||
Weighted-Average Remaining Contractual Term | 3 years 8 months 12 days | 4 years 3 months 18 days |
Pre-Funded Warrants | ||
Number of Warrants | ||
Granted (in shares) | 992,039 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - USD ($) | Sep. 30, 2020 | Jun. 15, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||
Shares designated (in shares) | 20,000,000 | 20,000,000 | |
Series A Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Par value (in dollars per share) | $ 0.001 | ||
Shares designated (in shares) | 277,100 | ||
Liquidation preference | $ 606,000 | ||
Shares outstanding (in shares) | 60,600 | 60,600 | |
Series B Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Par value (in dollars per share) | $ 0.001 | ||
Shares designated (in shares) | 8,860 | ||
Shares outstanding (in shares) | 0 | 0 | |
Series C Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Par value (in dollars per share) | $ 0.001 | ||
Shares designated (in shares) | 200,000 | ||
Shares outstanding (in shares) | 0 | 0 | |
Series D Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Par value (in dollars per share) | $ 0.0001 | ||
Shares designated (in shares) | 154,670 | ||
Shares outstanding (in shares) | 0 | 0 | |
Series E Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Par value (in dollars per share) | $ 0.001 | $ 10 | |
Shares designated (in shares) | 865,824 | ||
Shares outstanding (in shares) | 865,824 | 0 |
Stockholders' Equity - Series C
Stockholders' Equity - Series C Convertible Preferred Stock (Details) - USD ($) | Jun. 15, 2020 | May 08, 2020 | Jan. 25, 2019 | Jun. 30, 2020 | Apr. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||||||
Warrants granted (in shares) | 5,831,451 | |||||||||
Exercise price of warrants (in USD per share) | $ 3.05 | |||||||||
Shares issued upon conversion (in shares) | 1,546,700 | 333,333 | ||||||||
Service receivable | $ 1,675,000 | $ 2,403,580 | $ 2,403,580 | $ 971,673 | ||||||
Deemed dividend recognized for beneficial conversion features of Convertible Preferred Stock issuance | $ 2,700,000 | |||||||||
Series C Convertible Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Deemed dividend recognized for beneficial conversion features of Convertible Preferred Stock issuance | 300,000 | $ 0 | $ 0 | $ 0 | $ 268,269 | |||||
Private Placement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Amount financed under agreement | $ 2,300,000 | $ 1,675,000 | ||||||||
Warrants granted (in shares) | 150,000 | |||||||||
Exercise price of warrants (in USD per share) | $ 1.50 | $ 3.762 | ||||||||
Common Stock | Private Placement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares of common stock issued (in shares) | 602,833 | 183,334 | ||||||||
Shares issued upon conversion (in shares) | 1.67 | |||||||||
Series C Convertible Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares converted (in shares) | 200,000 | |||||||||
Series C Convertible Preferred Stock | Private Placement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares of common stock issued (in shares) | 200,000 |
Stockholders' Equity - Series D
Stockholders' Equity - Series D Convertible Preferred Stock (Details) - USD ($) | Jun. 15, 2020 | May 08, 2020 | Jan. 25, 2019 | Jun. 30, 2020 | Apr. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||||
Number of shares called by warrants (in shares) | 2,213,115 | ||||||
Exercise price of warrants (in USD per share) | $ 3.05 | ||||||
Shares issued upon conversion (in shares) | 1,546,700 | 333,333 | |||||
Service receivable | $ 1,675,000 | $ 2,403,580 | $ 971,673 | ||||
Deemed dividend recognized for beneficial conversion features of Convertible Preferred Stock issuance | $ 2,700,000 | ||||||
Series D Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares converted (in shares) | 154,670 | ||||||
Service receivable | $ 2,300,000 | ||||||
Deemed dividend recognized for beneficial conversion features of Convertible Preferred Stock issuance | 600,000 | ||||||
Private Placement | |||||||
Class of Stock [Line Items] | |||||||
Amount financed under agreement | $ 2,300,000 | $ 1,675,000 | |||||
Number of shares called by warrants (in shares) | 859,813 | ||||||
Exercise price of warrants (in USD per share) | $ 1.50 | $ 3.762 | |||||
Private Placement | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares of common stock issued (in shares) | 602,833 | 183,334 | |||||
Private Placement | Series D Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares of common stock issued (in shares) | 154,670 |
Stockholders' Equity - Series E
Stockholders' Equity - Series E Convertible Preferred Stock (Details) - USD ($) | Jun. 15, 2020 | May 26, 2020 | May 14, 2020 | May 11, 2020 | Apr. 09, 2020 | Mar. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | May 08, 2020 | Dec. 31, 2019 | Jan. 25, 2019 |
Class of Stock [Line Items] | ||||||||||||||
Sale of stock, number of shares issued (in shares) | 1,205,400 | 146,854 | 447,761 | 904,970 | 800,000 | |||||||||
Number of shares called by warrants (in shares) | 2,213,115 | |||||||||||||
Exercise price of warrants (in USD per share) | $ 3.05 | |||||||||||||
Months until exercisable | 6 months | |||||||||||||
Deemed dividend recognized for beneficial conversion features of Convertible Preferred Stock issuance | $ 2,700,000 | |||||||||||||
Warrants issued (in shares) | 184,426 | |||||||||||||
Expiration term | 5 years 6 months | |||||||||||||
Warrants, fair value | $ 370,666 | $ 370,666 | ||||||||||||
Series N Warrant | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Exercise price of warrants (in USD per share) | $ 2.39 | |||||||||||||
Months until exercisable | 6 months | |||||||||||||
Series E Convertible Preferred Stock | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Par value (in dollars per share) | $ 10 | $ 0.001 | $ 0.001 | |||||||||||
Conversion price (in dollars per share) | $ 2.44 | |||||||||||||
Preferred stock, shares outstanding (in shares) | 865,824 | 865,824 | 0 | |||||||||||
Deemed dividend recognized for beneficial conversion features of Convertible Preferred Stock issuance | $ 0 | $ 0 | $ 2,664,717 | $ 0 | ||||||||||
Registered Direct Offering | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Sale of stock, number of shares issued (in shares) | 1,984,328 | |||||||||||||
Private Placement | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares called by warrants (in shares) | 859,813 | |||||||||||||
Exercise price of warrants (in USD per share) | $ 1.50 | $ 3.762 | ||||||||||||
Private Placement | Series E Convertible Preferred Stock | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Sale of stock, number of shares issued (in shares) | 865,824 |
Stockholders' Equity - Securiti
Stockholders' Equity - Securities Purchase Agreement (Details) - USD ($) | Jun. 15, 2020 | May 26, 2020 | May 14, 2020 | May 11, 2020 | Apr. 09, 2020 | Mar. 30, 2020 | Jun. 30, 2020 | [1] |
Class of Stock [Line Items] | ||||||||
Sale of stock, number of shares issued (in shares) | 1,205,400 | 146,854 | 447,761 | 904,970 | 800,000 | |||
Number of shares called by warrants (in shares) | 2,213,115 | |||||||
Months until exercisable | 6 months | |||||||
Exercise price of warrants (in USD per share) | $ 3.05 | |||||||
Expiration term | 5 years 6 months | |||||||
Proceeds from sale of stock | $ 2,500,000 | $ 810,000 | $ 1,100,000 | $ 1,000,000 | $ 17,278,428 | |||
Sale of stock, price per share (in dollars per share) | $ 1.43 | $ 1.34 | ||||||
Series I Warrant | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares called by warrants (in shares) | 131,967 | |||||||
Series J Warrant | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares called by each warrant | 1 | |||||||
Months until exercisable | 6 months | |||||||
Exercise price of warrants (in USD per share) | $ 0.948 | |||||||
Expiration term | 5 years 6 months | |||||||
Series K Warrant | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares called by warrants (in shares) | 255,000 | |||||||
Series L Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares called by each warrant | 1 | |||||||
Months until exercisable | 6 months | |||||||
Exercise price of warrants (in USD per share) | $ 0.81 | |||||||
Expiration term | 5 years 6 months | |||||||
Series M Warrant | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares called by warrants (in shares) | 482,160 | |||||||
Months until exercisable | 6 months | |||||||
Exercise price of warrants (in USD per share) | $ 2.024 | |||||||
Expiration term | 5 years 6 months | |||||||
[1] | Net of expenses of $616,143, and fair value of warrants issued as a transaction advisory fee as of the date of issuance of $370,666. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Nerviano $ in Millions | 1 Months Ended |
Mar. 31, 2017USD ($) | |
Other Commitments [Line Items] | |
Other commitment | $ 1 |
Licensing Agreements | |
Other Commitments [Line Items] | |
Research and development expense | $ 2 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Research and development expense | $ 281 | $ 242 | $ 810 | $ 745 |
COVID-19 (Details)
COVID-19 (Details) - Paycheck Protection Program | Apr. 15, 2020USD ($) |
Unusual or Infrequent Item, or Both [Line Items] | |
Note payable | $ 305,000 |
Interest rate | 0.98% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 19, 2020 | Oct. 02, 2020 | May 26, 2020 | May 14, 2020 | May 11, 2020 | Apr. 09, 2020 | Mar. 30, 2020 | Oct. 31, 2020 | Jun. 30, 2020 | [1] | Sep. 30, 2020 | Sep. 30, 2019 |
Subsequent Event [Line Items] | ||||||||||||
Sale of stock, number of shares issued (in shares) | 1,205,400 | 146,854 | 447,761 | 904,970 | 800,000 | |||||||
Sale of stock, price per share (in dollars per share) | $ 1.43 | $ 1.34 | ||||||||||
Proceeds from sale of stock | $ 2,500,000 | $ 810,000 | $ 1,100,000 | $ 1,000,000 | $ 17,278,428 | |||||||
Proceeds from warrant exercise | $ 18,972,188 | $ 3,291,010 | ||||||||||
Warrants exercised (in shares) | 9,047,582 | |||||||||||
Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Sale of stock, number of shares issued (in shares) | 6,500,000 | |||||||||||
Sale of stock, price per share (in dollars per share) | $ 13.50 | |||||||||||
Gross proceeds from sale of stock | $ 100,900,000 | |||||||||||
Proceeds from sale of stock | $ 94,000,000 | |||||||||||
Proceeds from warrant exercise | $ 3,400,000 | |||||||||||
Warrants exercised (in shares) | 1,600,000 | |||||||||||
Subsequent Event | Paycheck Protection Program | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Repayment of note | $ 305,000 | |||||||||||
Subsequent Event | Over-Allotment Option | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Sale of stock, number of shares issued (in shares) | 975,000 | |||||||||||
[1] | Net of expenses of $616,143, and fair value of warrants issued as a transaction advisory fee as of the date of issuance of $370,666. |