Stockholders' Equity | Stockholders’ Equity Stock Options Stock-based compensation expense related to Cardiff Oncology equity awards have been recognized in operating results as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Included in research and development expense $ 294 $ 286 $ 985 $ 746 Included in selling, general and administrative expense 661 751 2,615 2,498 Total stock-based compensation expense $ 955 $ 1,037 $ 3,600 $ 3,244 The unrecognized compensation cost related to non-vested stock options outstanding at September 30, 2023, net of estimated forfeitures, was $7.5 million, which is expected to be recognized over a weighted-average remaining vesting period of 2.3 years. The weighted-average remaining contractual term of outstanding options as of September 30, 2023, was approximately 8.1 years. The total fair value of stock options vested during the nine months ended September 30, 2023 and 2022, were $4.0 million and $4.0 million, respectively. The estimated fair value of stock option awards was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions during the following periods indicated: Nine Months Ended September 30, 2023 2022 Risk-free interest rate 3.62 % 1.87 % Dividend yield 0 % 0 % Expected volatility of Cardiff Oncology common stock 109 % 106 % Expected term (1) 5.3 years 6.0 years (1) The expected term for options granted after January 1, 2023 is estimated based on the Company's historical employee data. Prior to January 1, 2023, the Company used the "simplified method" to estimate expected term. A summary of stock option activity and changes in stock options outstanding is presented below: Total Options Weighted-Average Intrinsic Balance outstanding, December 31, 2022 5,069,458 $ 5.92 $ 19,322 Granted 2,138,624 $ 1.70 Forfeited and expired (555,655) $ 8.40 Balance outstanding, September 30, 2023 6,652,427 $ 4.36 $ 18,747 Exercisable at September 30, 2023 2,944,474 $ 5.88 $ 18,169 Vested and expected to vest at September 30, 2023 6,459,779 $ 4.42 $ 18,718 2021 Equity Incentive Plan In June 2021 the Company's stockholders approved the 2021 Omnibus Equity Incentive Plan ("2021 Plan"). The number of authorized shares in the 2021 Plan is equal to the sum of (i) 3,150,000 shares, plus (ii) the number of shares of Common Stock reserved, but unissued under the 2014 Plan; and (iii) the number of shares of Common Stock underlying forfeited awards under the 2014 Plan. On June 9, 2022, the shareholders approved an increase of shares authorized in the 2021 Plan to 5,150,000 from 3,150,000. As of September 30, 2023, there were 2,013,871 shares available for issuance under the 2021 Plan. 2014 Equity Incentive Plan Subsequent to the adoption of the 2021 Plan, no additional equity awards can be made under the terms of the 2014 Plan. Inducement Grants The Company issues equity awards to certain new employees as inducement grants outside of its 2021 Plan. As of September 30, 2023, an aggregate of 1,435,256 shares were issuable upon the exercise of inducement grant stock options approved by the Company. Modification of Stock Options In June 2023 the Company modified stock options for a departing employee. The modification resulted in an incremental stock-based compensation expense of $0.6 million during the nine month period ended September 30, 2023. 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, 2022 4,360,968 $ 5.33 2.1 years Expired (1,553,020) $ 10.54 Balance outstanding, September 30, 2023 2,807,948 $ 2.45 2.2 years Preferred Stock On August 8, 2023, the Company filed, with the Secretary of State of the State of Delaware, a Certificate of Elimination (the “Certificate of Elimination”) of Series B, Series C, Series D and Series E Convertible Preferred Stock removing the designation and other references to its Series B, Series C, Series D and Series E Convertible Preferred Stock from the Company’s Amended and Restated Certificate of Incorporation, as amended. The Certificate of Elimination eliminates and returns the 8,860 Series B, 200,000 Series C, 154,670 Series D and 865,824 Series E shares of preferred stock previously designated, and no longer issued and outstanding, to the status of authorized but unissued shares of preferred stock, without designation. |