Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 22, 2024 | Jun. 30, 2023 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
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, State or Province | CA | ||
Entity Address, City or Town | San Diego | ||
Entity Address, Address Line One | 11055 Flintkote Avenue | ||
Entity Address, Postal Zip Code | 92121 | ||
City Area Code | 858 | ||
Local Phone Number | 952-7570 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 64,335,342 | ||
Entity Common Stock, Shares Outstanding (shares) | 44,677,169 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Specified portions of the registrant's proxy statement, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14 A in connection with the registrant's 2023 Annual Meeting of Stockholders (the "Proxy Statement"), are incorporated by reference into Part III of this Annual Report on Form 10-K. Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement is not deemed to be filed as part hereof. | ||
Entity Central Index Key | 0001213037 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 243 |
Auditor Name | BDO USA, P.C. |
Auditor Location | San Diego, California |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 21,655 | $ 16,347 |
Short-term investments | 53,168 | 88,920 |
Accounts receivable and unbilled receivable | 288 | 771 |
Prepaid expenses and other current assets | 2,301 | 5,246 |
Total current assets | 77,412 | 111,284 |
Property and equipment, net | 1,238 | 1,269 |
Operating lease right-of-use assets | 1,708 | 2,251 |
Other assets | 1,279 | 1,387 |
Total Assets | 81,637 | 116,191 |
Current liabilities: | ||
Accounts payable | 1,966 | 1,956 |
Accrued liabilities | 7,783 | 5,177 |
Operating lease liabilities | 691 | 675 |
Total current liabilities | 10,440 | 7,808 |
Operating lease liabilities, net of current portion | 1,458 | 2,040 |
Total liabilities | 11,898 | 9,848 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock, $0.001 par value, 20,000 shares authorized; Series A Convertible Preferred Stock liquidation preference $1,068 and $1,044 at December 31, 2023 and December 31, 2022, respectively; (Note 5) | 0 | 0 |
Common stock, $0.0001 par value, 150,000 shares authorized; 44,677 shares issued and outstanding at December 31, 2023 and December 31, 2022 | 4 | 4 |
Additional paid-in capital | 409,343 | 404,834 |
Accumulated other comprehensive loss | (67) | (395) |
Accumulated deficit | (339,541) | (298,100) |
Total stockholders’ equity | 69,739 | 106,343 |
Total Liabilities and Stockholders’ Equity | $ 81,637 | $ 116,191 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 20,000 | 20,000 |
Liquidation preference - Series A Convertible Preferred Stock | $ 1,068 | $ 1,044 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 150,000 | 150,000 |
Common stock, shares issued (in shares) | 44,677 | 44,677 |
Common stock, shares outstanding (in shares) | 44,677 | 44,677 |
Statements of Operations
Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Royalty revenues | $ 488 | $ 386 |
Costs and expenses: | ||
Research and development | 32,857 | 27,107 |
Selling, general and administrative | 13,043 | 13,181 |
Total operating expenses | 45,900 | 40,288 |
Loss from operations | (45,412) | (39,902) |
Other income (expense), net: | ||
Interest income, net | 4,069 | 1,581 |
Other expense, net | (98) | (383) |
Total other income, net | 3,971 | 1,198 |
Net loss | (41,441) | (38,704) |
Preferred stock dividend payable on Series A Convertible Preferred Stock | (24) | (24) |
Net loss attributable to common stockholders | $ (41,465) | $ (38,728) |
Net loss per common share - basic (in dollars per share) | $ (0.93) | $ (0.89) |
Net loss per common share - diluted (in dollars per share) | $ (0.93) | $ (0.89) |
Weighted-average shares outstanding - basic (in shares) | 44,677 | 43,600 |
Weighted-average shares outstanding - diluted (in shares) | 44,677 | 43,600 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (41,441) | $ (38,704) |
Unrealized gain (loss) on securities available-for-sale | 328 | (253) |
Total comprehensive loss | (41,113) | (38,957) |
Preferred stock dividend payable on Series A Convertible Preferred Stock | (24) | (24) |
Comprehensive loss attributable to common stockholders | $ (41,137) | $ (38,981) |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Service Receivable | Accumulated other comprehensive loss | Accumulated Deficit |
Balance (in shares) at Dec. 31, 2021 | 716 | 41,964 | |||||
Balance at Dec. 31, 2021 | $ 140,417 | $ 1 | $ 4 | $ 400,503 | $ (139) | $ (142) | $ (259,810) |
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation | 4,256 | 4,256 | |||||
Issuance of common stock upon exercise of warrants (in shares) | 29 | ||||||
Issuance of common stock upon exercise of warrants | 75 | 75 | |||||
Issuance of common stock upon conversion of Convertible Preferred Stock (in shares) | (655) | 2,684 | |||||
Issuance of common stock upon conversion of Series E Convertible Preferred Stock | (1) | $ (1) | |||||
Unrealized gain (loss) on securities available-for-sale | (253) | (253) | |||||
Release of clinical trial funding commitment | 139 | 139 | |||||
Cumulative preferred stock dividend adjustment | 414 | 414 | |||||
Net loss | (38,704) | (38,704) | |||||
Balance (in shares) at Dec. 31, 2022 | 61 | 44,677 | |||||
Balance at Dec. 31, 2022 | 106,343 | $ 0 | $ 4 | 404,834 | 0 | (395) | (298,100) |
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation | 4,509 | 4,509 | |||||
Unrealized gain (loss) on securities available-for-sale | 328 | 328 | |||||
Net loss | (41,441) | (41,441) | |||||
Balance (in shares) at Dec. 31, 2023 | 61 | 44,677 | |||||
Balance at Dec. 31, 2023 | $ 69,739 | $ 0 | $ 4 | $ 409,343 | $ 0 | $ (67) | $ (339,541) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating activities | ||
Net loss | $ (41,441) | $ (38,704) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on disposal of assets | 0 | 1 |
Depreciation | 398 | 236 |
Stock-based compensation expense | 4,509 | 4,256 |
(Accretion) amortization of (discounts) and premiums on short-term investments, net | (921) | 632 |
Release of clinical trial funding commitment | 0 | 139 |
Changes in operating assets and liabilities: | ||
Other assets | 108 | (1,148) |
Accounts receivable and unbilled receivable | 483 | (236) |
Prepaid expenses and other current assets | 3,169 | (443) |
Operating lease right-of-use assets | 543 | 545 |
Accounts payable and accrued expenses | 2,831 | 1,348 |
Operating lease liabilities | (566) | (404) |
Other liabilities | 0 | (42) |
Net cash used in operating activities | (30,887) | (33,820) |
Investing activities | ||
Capital expenditures | (582) | (1,006) |
Insurance proceeds from casualty loss | 0 | 114 |
Maturities of short-term investments | 86,552 | 76,445 |
Purchases of short-term investments | (70,084) | (91,233) |
Sales of short-term investments | 20,309 | 53,829 |
Net cash provided by investing activities | 36,195 | 38,149 |
Financing activities | ||
Proceeds from exercise of options | 0 | 75 |
Net cash provided by financing activities | 0 | 75 |
Net change in cash and cash equivalents | 5,308 | 4,404 |
Cash and cash equivalents—Beginning of period | 16,347 | 11,943 |
Cash and cash equivalents—End of period | 21,655 | 16,347 |
Supplementary disclosure of cash flow activity: | ||
Cash paid for taxes | 1 | 2 |
Acquisition of property and equipment included in accounts payable and accrued liabilities | 16 | 232 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Cumulative preferred stock dividend adjustment | $ 0 | $ (414) |
Business Overview and Liquidity
Business Overview and Liquidity | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview and Liquidity | Business Overview and Liquidity Business Organization and Overview Cardiff Oncology, Inc. (“Cardiff Oncology” or the “Company”) headquartered in San Diego, California, is a clinical-stage biotechnology company leveraging Polo-like Kinase 1 (“PLK1”) inhibition to develop novel therapies across a range of cancers. The Company’s lead asset is onvansertib, a PLK1 inhibitor that is being evaluated in combination with standard of care therapies in clinical programs targeting indications such as RAS-mutated metastatic colorectal cancer (“mCRC”), as well as investigator-initiated trials in metastatic pancreatic ductal adenocarcinoma (“mPDAC”), small cell lung cancer (“SCLC”), and triple negative breast cancer (“TNBC”). These programs and the Company’s broader development strategy are designed to target tumor vulnerabilities in order to overcome treatment resistance and deliver superior clinical benefit compared to the standard of care alone. The Company's common stock is listed on the Nasdaq Capital Market under the ticker symbol "CRDF". Liquidity The Company has incurred net losses since its inception and has negative operating cash flows. As of December 31, 2023, the Company had $74.8 million in cash, cash equivalents and short-term investments 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. 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies The accompanying financial statements of Cardiff Oncology have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker regarding resource allocation and assessing performance. The Company views its operations and manages its business, as one operating segment in the United States. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimate involves accrued clinical trial expenses. Accrued Clinical Trial Expenses The Company expenses research and development expenditures as incurred, which include costs related to clinical trial activities. The Company accrues costs for clinical trial activities based upon estimates of the services received and related expenses incurred that have yet to be invoiced by the Clinical Research Organizations ("CROs"), investigators, professional service providers, and other vendors providing clinical trial services (collectively, the “service providers”). As of December 31, 2023 the Company’s clinical trial accrual balance of $4.3 million is included in accrued liabilities. The Company’s related 2023 clinical trial expenses are included in research and development expense. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash in readily available checking and money market accounts. Investment Securities All investments have been classified as “available-for-sale” and are carried at fair value as determined based upon quoted market prices or pricing models for similar securities at period end. Investments with contractual maturities less than 12 months at the balance sheet date are considered short-term investments. Investments with contractual maturities beyond one year are also classified as short-term due to the Company’s ability to liquidate the investment for use in operations within the next 12 months. Realized gains and losses on investment securities are included in earnings and are derived using the specific identification method for determining the cost of securities sold. The Company has not realized any significant gains or losses on sales of available-for-sale investment securities during any of the periods presented. As all the Company’s investment holdings are in the form of debt securities or certificates of deposit, unrealized gains and losses that are determined to be temporary in nature are reported as a component of accumulated other comprehensive loss. A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the establishment of a new cost basis for the security. Interest income is recognized when earned and is included in investment income, as are the amortization of purchase premiums and accretion of purchase discounts on investment securities. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and short-term investments. Cash and cash equivalents The Company maintains deposit accounts at financial institutions that are in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash due to the financial position of the depository institution in which those deposits are held. The Company limits its exposure to credit loss by generally placing its cash in high credit quality financial institutions and investment in non FDIC insured money market funds denominated and payable in U.S. dollars. Short-term investments The Company follows an investment policy which requires short-term investments to be diversified across different types of instruments and issuers. The investment policy also requires investments to be in high quality instruments. The diversification and credit quality requirements of the Company's investment policy limits its exposure to credit loss. Revenues The Company recognizes revenue when control of its products and services are transferred to its customers in an amount that reflects the consideration it expects to receive from its customers in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of goods or service to the customer, meaning the customer has the ability to use and obtain the benefit of goods or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control. For sales-based royalties, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Royalty and License Revenues The Company licenses and sublicenses its patent rights to healthcare companies, medical laboratories and biotechnology partners. These patents are from the Company's legacy portfolio and unrelated to onvansertib. Agreements may involve multiple elements such as license fees, minimum royalties, usage-based royalties and milestone payments. Revenue is recognized when the criteria described above have been met as well as the following: • Up-front nonrefundable license fees pursuant to agreements under which the Company has no continuing performance obligations are recognized as revenues on the effective date of the agreement and when collection is probable. • Minimum royalties are recognized as earned, and royalties are earned based on the licensee’s use. The Company estimates and records licensee’s sales based on historical usage rate and collectability. • For sales-based royalties, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Payment terms and conditions vary by contracts, although terms generally include a requirement of payment within 30 to 45 days after invoice. Royalties are generally due quarterly or annually. Derivative Financial Instruments—Warrants The Company has issued common stock warrants in connection with the execution of certain equity financings. Such warrants are classified as derivative liabilities and are recorded at their fair market value as of each reporting period as they do not meet the criteria for equity classification. Changes in fair value of derivative liabilities are recorded in the statement of operations under the caption “Change in fair value of derivative instruments — warrants.” The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding the historical volatility of Cardiff Oncology’s common stock price, the remaining life of the warrants, and the risk-free interest rates at each period end. The Company thus uses model-derived valuations where inputs are observable in active markets to determine the fair value. The use of the Black-Scholes model classifies such warrants as Level 3 (See " Fair Value of Financial Instruments" below). These warrants expired during the first quarter of 2023. At December 31, 2022, the fair value of these warrants was $0. Stock-Based Compensation Stock-based compensation expense is measured at the grant date based on the estimated fair value of the award and is recognized straight-line over the requisite service period of the individual grants, which typically equals the vesting period. Fair Value of Financial Instruments Financial instruments consist of cash equivalents, accounts receivable, and accounts payable. The Company applies ASC 820 for financial assets and liabilities that are required to be measured at fair value and non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis. These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature as they reflect current market interest rates. The authoritative guidance establishes a fair value hierarchy that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities. In general, the authoritative guidance requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset or liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the measurement of its fair value. The three levels of input defined by the authoritative guidance are as follows: The Company measures certain assets and liabilities at fair value on a recurring basis using the three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers include: • Level 1 — Quoted prices for identical instruments in active markets. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable. • Level 3 — Instruments where significant value drivers are unobservable to third parties. Long-Lived Assets Long-lived assets consist of property, equipment and lease right-of-use assets. The Company records property and equipment at cost. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful life of the asset. Depreciation of leasehold improvements is computed based on the shorter of the life of the asset or the term of the lease. The estimated useful lives of the major classes of property and equipment are as follows: Estimated Useful Lives Furniture and office equipment 3 to 5 years Leasehold improvements 4 to 6 years Laboratory equipment 5 years Impairment losses on long-lived assets used in operations are recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease Right-of-Use (“ROU”) assets, current operating lease liabilities and non-current operating lease liabilities in the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. None of the Company’s operating leases provide an implicit rate, therefore the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would expect to pay to borrow on a collateralized and fully amortizing basis over a similar term an amount equal to the lease payments in a similar economic environment. The operating lease ROU asset also includes any lease payments made less lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. Our facilities lease agreement contains lease and non-lease components, such as common area maintenance. We have elected to account for these lease and non-lease components of this agreement as a single lease component. Leases with an initial term of 12 months or less are not recorded on the Company's balance sheets. These short-term leases are expensed on a straight-line basis over the lease term. Income Taxes Income taxes are determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes result from differences between the financial statement and tax bases of Cardiff Oncology’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The assessment of whether or not a valuation allowance is required often requires significant judgment. Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, stockholder lawsuits, product and environmental liability, and tax matters. In accordance with FASB ASC Topic 450, Contingencies , the Company records such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. The Company, in accordance with this guidance, does not recognize gain contingencies until realized. Research and Development Research and development expenses include expenditures in connection with an in-house research and development laboratory, salaries and staff costs, clinical trials, purchased in-process research and development and regulatory and scientific consulting fees, as well as contract research and insurance. Also, patent filing and patent maintenance expenses are considered legal in nature and therefore classified as general and administrative expense, if any. Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. As the related goods are delivered or the services are performed, or when the goods or services are no longer expected to be provided, the deferred amounts are recognized as an expense. Upfront and milestone payments to acquire contractual rights to licensed technology are expensed when incurred if there is uncertainty in the Company receiving future economic benefit from the acquired contractual rights. Certain contractual rights may require the Company to make additional milestone payments based on development and commercial milestones, and royalties based on sales volume. See Note 10 - Commitments and Contingencies , for further details. These potential development milestones include: (a) dosing of the first subject in the first Phase III Clinical Trial for the first Product, a registration enabling Phase II Clinical Trial, or after completion of a Phase II Clinical Trial that is used as the basis for an NDA submission; and (b) upon filing of the first NDA or equivalent for the first product candidate. Net Loss Per Share Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period. The accretion of Series A Convertible Preferred Stock dividends and deemed dividends recognized in connection with certain preferred share issuances are included in net loss attributable to common stockholders in the computation of basic and diluted earnings per share. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive. Shares used in calculating diluted net loss per common share exclude as anti-dilutive the following share equivalents: December 31, 2023 2022 Options to purchase Common Stock 6,650,954 5,069,458 Warrants to purchase Common Stock 2,807,948 4,360,968 Series A Convertible Preferred Stock 877 877 9,459,779 9,431,303 Recently Adopted Accounting Pronouncement In May 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2021-04 ("ASU 2021-04"), Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company has prospectively adopted this standard as of January 1, 2022 for periods presented after the adoption. The adoption of ASU 2021-04 did not have a material impact on the Company's financial statements. Recent Accounting Pronouncement Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06 ("ASU 2020-06"), Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, ASU 2020-06 modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in this update are effective for the Company on January 1, 2024. The amendment is to be adopted through either a fully retrospective or modified retrospective method of transition. Early adoption is permitted. The Company will adopt this standard as of January 1, 2024 using the modified-retrospective method. The Company is currently evaluating the adoption of ASU 2020-06, but does not expect it to have a material impact on the Company's financial statements. In December 2023, the FASB issued ASU No. 2023-09 ("ASU 2023-09"), “Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024 and for private businesses for annual periods beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its financial statement disclosures. |
Supplementary Balance Sheet Inf
Supplementary Balance Sheet Information | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplementary Balance Sheet Information | Supplementary Balance Sheet Information Short-term investments available-for-sale securities consist of the following: As of December 31, 2023 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Market Value Maturity less than 1 year: Certificate of deposit $ 8,317 $ 16 $ — $ 8,333 Corporate debt securities 10,948 8 (16) 10,940 Commercial paper 6,193 9 — 6,202 U.S. government agencies 835 — (1) 834 Total maturity less than 1 year 26,293 33 (17) 26,309 Maturity 1 to 2 years: Corporate debt securities 8,437 6 (10) 8,433 U.S. treasury securities 18,505 — (79) 18,426 Total maturity 1 to 2 years 26,942 6 (89) 26,859 Total short-term investments $ 53,235 $ 39 $ (106) $ 53,168 As of December 31, 2022 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Market Value Maturity less than 1 year: Certificate of deposit $ 16,101 $ 3 $ (81) $ 16,023 Corporate debt securities 44,806 8 (275) 44,539 Commercial paper 13,203 4 (20) 13,187 U.S. government agencies 2,284 4 — 2,288 U.S. treasury securities 7,905 — (18) 7,887 Total maturity less than 1 year 84,299 19 (394) 83,924 Maturity 1 to 2 years: Corporate debt securities 5,016 1 (21) 4,996 Total maturity 1 to 2 years 5,016 1 (21) 4,996 Total short-term investments $ 89,315 $ 20 $ (415) $ 88,920 For the year ended December 31, 2023 the net realized loss recorded within the Company's statement of operations from the sale of short-term investments was $0.1 million. The amount of gains and losses reclassified out of other comprehensive income for the period related to the sales of short-term investments was not material for the year ended December 31, 2023. The Company periodically reviews the portfolio of debt securities to determine if any investment is impaired due to credit loss or other potential valuation concerns. For debt securities where the fair value of the investment is less than the amortized cost basis, the Company has assessed at the individual security level for various quantitative factors including, but not limited to, the nature of the investments, changes in credit ratings, interest rate fluctuations, industry analyst reports, and the severity of impairment. Unrealized losses in investments available for sale debt securities at December 31, 2023, were substantially due to increases in interest rates, not due to increased credit risks associated with specific securities. Accordingly, the Company has not recorded an allowance for credit losses. It is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity. Investments available for sale that have been in a continuous unrealized loss position for greater than one-year consist of the following: As of December 31, 2023 (in thousands) Fair Market Value Gross Unrealized Loss Corporate debt securities $ 397 $ (3) Total short-term investments $ 397 $ (3) As of December 31, 2022 (in thousands) Fair Market Value Gross Unrealized Loss Corporate debt securities $ 17,084 $ (161) U.S. treasury securities 3,666 (14) Total short-term investments $ 20,750 $ (175) Accrued Interest from short-term investments Accrued interest from short-term investments contained within prepaid expenses and other current assets as of December 31, 2023 and 2022 was $0.6 million and $0.5 million, respectively. Property and Equipment Fixed assets consist of furniture and office equipment, leasehold improvements and laboratory equipment. Depreciation expense for property and equipment for the years ended December 31, 2023 and 2022 was $0.4 million and $0.2 million, respectively. Property and equipment consisted of the following: As of December 31, (in thousands) 2023 2022 Furniture and office equipment $ 1,067 $ 1,066 Leasehold improvements 2,568 2,560 Laboratory equipment 1,355 1,056 Property and equipment, gross 4,990 4,682 Less—accumulated depreciation (3,752) (3,413) Property and equipment, net $ 1,238 $ 1,269 Accrued Liabilities Accrued liabilities consisted of the following: As of December 31, (in thousands) 2023 2022 Accrued compensation $ 2,737 $ 1,849 Clinical trials 4,309 2,333 Research agreements and services 530 509 Other accrued liabilities 207 486 Total accrued liabilities $ 7,783 $ 5,177 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases As a lessee, the Company’s current lease includes its master facility lease which is considered an operating lease. Master Facility Lease The Company currently leases office and lab space in San Diego that expires on February 28, 2027. The lease currently requires monthly payments of approximately $63,000 per month with 3% annual escalation. The components of lease expense were as follows: (in thousands) Twelve Months Ended December 31, 2023 Twelve Months Ended December 31, 2022 Operating lease cost $ 714 $ 754 Net operating lease cost $ 714 $ 754 Supplemental balance sheet information related to leases was as follows: (in thousands) As of December 31, 2023 As of December 31, 2022 Operating lease ROU assets $ 1,708 $ 2,251 Current operating lease liabilities $ 691 $ 675 Non-current operating lease liabilities 1,458 2,040 Total operating lease liabilities $ 2,149 $ 2,715 Weighted-average remaining lease term–operating leases 3.2 years 4.2 years Weighted-average discount rate–operating leases 7 % 7 % Supplemental cash flow and other information related to leases was as follows: (in thousands) Twelve Months Ended December 31, 2023 Twelve Months Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Cash paid included in operating cash flows $ 737 $ 612 Total remaining annual commitments under non-cancelable operating lease agreements as of December 31, 2023, are summarized are as follows: (in thousands) Year Ending December 31, Operating Leases 2024 $ 691 2025 775 2026 796 2027 136 Thereafter — Total future minimum lease payments $ 2,398 Less imputed interest (249) Total $ 2,149 |
Leases | Leases As a lessee, the Company’s current lease includes its master facility lease which is considered an operating lease. Master Facility Lease The Company currently leases office and lab space in San Diego that expires on February 28, 2027. The lease currently requires monthly payments of approximately $63,000 per month with 3% annual escalation. The components of lease expense were as follows: (in thousands) Twelve Months Ended December 31, 2023 Twelve Months Ended December 31, 2022 Operating lease cost $ 714 $ 754 Net operating lease cost $ 714 $ 754 Supplemental balance sheet information related to leases was as follows: (in thousands) As of December 31, 2023 As of December 31, 2022 Operating lease ROU assets $ 1,708 $ 2,251 Current operating lease liabilities $ 691 $ 675 Non-current operating lease liabilities 1,458 2,040 Total operating lease liabilities $ 2,149 $ 2,715 Weighted-average remaining lease term–operating leases 3.2 years 4.2 years Weighted-average discount rate–operating leases 7 % 7 % Supplemental cash flow and other information related to leases was as follows: (in thousands) Twelve Months Ended December 31, 2023 Twelve Months Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Cash paid included in operating cash flows $ 737 $ 612 Total remaining annual commitments under non-cancelable operating lease agreements as of December 31, 2023, are summarized are as follows: (in thousands) Year Ending December 31, Operating Leases 2024 $ 691 2025 775 2026 796 2027 136 Thereafter — Total future minimum lease payments $ 2,398 Less imputed interest (249) Total $ 2,149 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Warrants A summary of warrant activity and changes in warrants outstanding, including both liability and equity classifications, is presented below: Number of Weighted-Average Weighted-Average Remaining Contractual Term Balance outstanding, December 31, 2021 4,490,159 $ 5.80 3.0 years Expired (129,191) $ 21.60 Balance outstanding, December 31, 2022 4,360,968 $ 5.33 2.1 years Expired (1,553,020) $ 10.54 Balance outstanding, December 31, 2023 2,807,948 $ 2.45 1.9 years Series A Convertible Preferred Stock The material terms of the Series A Convertible Preferred Stock consist of: 1) Dividends. Holders of the Company’s Series A Convertible Preferred Stock are entitled to receive cumulative dividends at the rate per share of 4% per annum, payable quarterly on March 31, June 30, September 30 and December 31, beginning with September 30, 2005. Dividends are payable, at the Company’s sole election, in cash or shares of common stock. As of December 31, 2023 and 2022, the Company had $462,000 and $438,000, respectively in cumulative unpaid preferred stock dividends, included in the liquidation preference of the Series A Convertible Preferred Stock, and $24,000 and $24,000 of cumulative dividends were added to the liquidation preference of the Series A Convertible Preferred Stock during the years ended December 31, 2023 and 2022, respectively. 2) Voting Rights. Shares of the Series A Convertible Preferred Stock have no voting rights. However, so long as any shares of Series A Convertible Preferred Stock are outstanding, the Company may not, without the affirmative vote of the holders of the shares of Series A Convertible Preferred Stock then outstanding, (a) adversely change the powers, preferences or rights given to the Series A Convertible Preferred Stock, (b) authorize or create any class of stock senior or equal to the Series A Convertible Preferred Stock, (c) amend its certificate of incorporation or other charter documents, so as to affect adversely any rights of the holders of Series A Convertible Preferred Stock or (d) increase the authorized number of shares of Series A Convertible Preferred Stock. 3) Liquidation. Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series A Convertible Preferred Stock are entitled to receive an amount equal to the Stated Value per share, which is currently $10 per share plus any accrued and unpaid dividends. 4) Conversion Rights. Each share of Series A Convertible Preferred Stock is convertible at the option of the holder into that number of shares of common stock determined by dividing the Stated Value, currently $10 per share, by the conversion price, which at the time of issuance was $928.80 per share, and subsequently adjusted to $691.20 per share. 5) Subsequent Equity Sales. The conversion price is subject to adjustment for dilutive issuances for a period of 12 months beginning March 17, 2006 and the conversion price was adjusted to $691.20 per share. 6) Automatic Conversion. If the price of the Company’s common stock equals $1,857.60 per share for 20 consecutive trading days, and an average of 116 shares of common stock per day are traded during the 20 trading days, the Company will have the right to deliver a notice to the holders of the Series A Convertible Preferred Stock, requesting the holders to convert any portion of the shares of Series A Convertible Preferred Stock into shares of common stock at the applicable conversion price. As of the date of these financial statements, such conditions have not been met. The components of the liquidation preference for the Series A Convertible Preferred Stock were as follows: As of December 31, (in thousands) 2023 2022 Stated Value per share liquidation $ 606 $ 606 Cumulative unpaid preferred stock dividends 462 438 Liquidation preference - Series A Convertible Preferred Stock $ 1,068 $ 1,044 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 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. As of December 31, 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 In July 2021, the Company began issuing equity awards to certain new employees as inducement grants outside of its 2021 Plan. As of December 31, 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 year ended December 31, 2023. In June 2022 one of the Company's directors did not seek another term on the Board of Directors. At the time of departure, the Compensation Committee passed a resolution to extend the expiration date of the vested stock options, and to immediately accelerate the vesting of the unvested options. The Company recorded incremental reduction to stock compensation expense of $0.1 million during the year ended December 31, 2022, related to the modifications. Stock-based compensation has been recognized in operating results as follows: (in thousands) Years ended December 31, 2023 2022 Research and development expenses $ 1,279 $ 1,035 Selling, general and administrative expenses 3,230 3,221 Total stock-based compensation $ 4,509 $ 4,256 Stock Options 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 assumptions during the years indicated below: Years ended December 31, 2023 2022 Risk-free interest rate (range) 3.56% - 4.06% 1.62% - 3.75% Dividend yield 0% 0% Expected volatility (range) 105% - 110% 98% - 110% Expected volatility (weighted-average) 109% 106% Expected term (in years) 5.2 years 6.0 years Risk-free interest rate — Based on the daily yield curve rates for U.S. Treasury obligations with maturities that correspond to the expected term of the Company’s stock options. Dividend yield — Cardiff Oncology has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. Expected volatility — Based on the historical volatility of Cardiff Oncology’s common stock. Expected term — 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. Forfeitures — The Company estimates forfeitures based on its historical experience. The weighted-average fair value per share of all options granted during the years ended December 31, 2023 and 2022, estimated as of the grant date using the Black-Scholes option valuation model, was $1.35 and $2.55 per share, respectively. The unrecognized compensation cost related to non-vested stock options outstanding at December 31, 2023 was $6.6 million. The weighted-average remaining amortization period at December 31, 2023 for non-vested stock options was 2.1 years. The total fair value of shares vested during the years ended December 31, 2023 and 2022 was $4.8 million and $4.7 million, respectively. A summary of stock option activity and of changes in stock options outstanding is presented below: Number of Options Weighted-Average Exercise Price Per Share Intrinsic Weighted-Average Balance outstanding, December 31, 2022 5,069,458 $ 5.92 $ 19,322 7.4 years Granted 2,138,624 $ 1.70 Forfeited and expired (557,128) $ 9.43 Balance Outstanding, December 31, 2023 6,650,954 $ 4.27 $ 23,926 7.9 years Vested and exercisable, December 31, 2023 3,124,492 $ 5.66 $ 22,456 6.9 years Vested and expected to vest, December 31, 2023 6,462,464 $ 4.33 $ 23,853 7.8 years |
Derivative Financial Instrument
Derivative Financial Instruments - Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments - Warrants | Derivative Financial Instruments — Warrants Certain warrants issued in connection with the Company’s equity financings are accounted for as derivative liabilities. Accordingly, the warrants are remeasured at each balance sheet date based on their estimated fair value using the Black-Scholes option pricing model. These warrants expired during the first quarter of 2023. Changes in fair value are recorded within Company’s statements of operations. The assumptions used to determine the fair value of the warrants using the Black-Scholes option pricing model were: As of December 31, 2022 Fair value of Cardiff Oncology common stock $1.40 Expected warrant term 0.1 years Risk-free interest rate 4.12 % Expected volatility of Cardiff Oncology common stock 54 % Dividend yield 0 % Expected volatility is based on the historical volatility of Cardiff Oncology’s common stock. The warrants have a transferability provision and based on guidance for instruments issued with such a provision, Cardiff Oncology used the remaining contractual term as the expected term of the warrants. The risk-free interest 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. (in thousands, except for number of warrants) Date Description Number of Warrants Derivative December 31, 2021 Balance of derivative financial instruments — warrants liability 64,496 $ 285 Change in fair value of derivative financial instruments — warrants during the year recognized as a gain in the statement of operations — (285) December 31, 2022 Balance of derivative financial instruments — warrants liability 64,496 — Expiration of Derivative Financial Instruments (64,496) — Change in fair value of derivative financial instruments — warrants during the year recognized as a loss in the statement of operations — — December 31, 2023 Balance of derivative financial instruments — warrants liability — $ — |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023 and 2022: Fair Value Measurements at (in thousands) Quoted Prices in Active Markets for Identical Assets and Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Total Assets: Money market fund $ 21,606 $ — $ — $ 21,606 Total included in cash and cash equivalents $ 21,606 $ — $ — $ 21,606 Available for sale investments: Certificate of deposit $ — $ 8,333 $ — $ 8,333 Corporate debt securities — 19,373 — 19,373 Commercial paper — 6,202 — 6,202 U.S. government agencies — 834 834 U.S. treasury securities 18,426 — — 18,426 Total available for sale investments $ 18,426 $ 34,742 $ — $ 53,168 Total assets measured at fair value on a recurring basis $ 40,032 $ 34,742 $ — $ 74,774 Fair Value Measurements at (in thousands) Quoted Prices in Active Markets for Identical Assets and Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Total Assets: Money market fund $ 15,722 $ — $ — $ 15,722 Total included in cash and cash equivalents $ 15,722 $ — $ — $ 15,722 Available for sale investments: Certificate of deposit $ — $ 16,023 $ — $ 16,023 Corporate debt securities — 49,535 — 49,535 Commercial paper — 13,187 — 13,187 U.S. government agencies — 2,288 — 2,288 U.S. treasury securities 7,887 — — 7,887 Total available for sale investments $ 7,887 $ 81,033 $ — $ 88,920 Total assets measured at fair value on a recurring basis $ 23,609 $ 81,033 $ — $ 104,642 The Company’s policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of Level 3 during the years ended December 31, 2023 and 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes At December 31, 2023, Cardiff Oncology had federal net operating loss carryforwards (“NOLs”) of approximately $5.1 million which, if not used, will continue to expire through 2037, and federal net operating loss carryforwards of approximately $99.2 million, which do not expire. Cardiff Oncology also has California NOLs of approximately $22.2 million which, if not used, will begin to expire in 2029. Cardiff Oncology also has research and development tax credits available for federal and California purposes of approximately $1.6 million and $2.6 million, respectively. The federal research and development tax credits will begin to expire on January 31, 2025. The California research and development tax credits do not expire. Pursuant to the Internal Revenue Code of 1986, as amended (the “Code”) Sections 382 and 383, annual use of a company’s NOL and research and development credit carryforwards may be limited if there is a cumulative change in ownership of greater than 50% within a three-year period. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. If limited, the related tax asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. The Company has established a valuation allowance as the realization of such deferred tax assets has not met the more likely than not threshold requirement. Due to the existence of the valuation allowance, further changes in the Company’s unrecognized tax benefits will not impact the Company’s effective tax rate. The provision for income taxes based on losses from continuing operations consists of the following at December 31: Years ended December 31, (in thousands) 2023 2022 Current: State $ — $ — Total current provision — — Deferred: Federal (8,300) 19,054 State (789) 4,902 Total deferred (benefit) expense (9,089) 23,956 Valuation allowance 9,089 (23,956) Total income tax provision $ — $ — Significant components of the Company’s taxes and the rates as of December 31 are shown below: Years ended December 31, (in thousands, except percentages) 2023 2022 Tax computed at the federal statutory rate $ (8,703) 21 % $ (8,128) 21 % State tax, net of federal tax benefit (645) 2 % (518) 1 % Permanent items (2) — % 32,369 (84) % Stock based compensation 902 (2) % 553 (1) % Research and development credits (515) 1 % (319) 1 % Other (126) — % (1) — % Valuation allowance increase (decrease) 9,089 (22) % (23,956) 62 % Provision for income taxes $ — — % $ — — % Significant components of the Company’s deferred tax assets and liabilities from federal and state income taxes as of December 31 are shown below (in thousands): Years ended December 31, (in thousands) 2023 2022 Deferred tax assets: Tax loss carryforwards $ 23,441 $ 20,289 Research and development credits and other tax credits 3,611 2,743 Stock-based compensation 1,407 1,317 Capitalized research and development 9,687 4,794 Other 1,400 1,431 Total deferred tax assets 39,546 30,574 Deferred tax liabilities: Operating lease right-of-use assets (375) (492) Total deferred tax liabilities (375) (492) Net deferred tax assets before valuation allowance 39,171 30,082 Valuation allowance (39,171) (30,082) Net deferred tax asset $ — $ — Since inception the Company has incurred continuing losses and expects to continue to incur losses for the foreseeable future. The Company has recorded a full valuation allowance against its net deferred tax assets as it is more likely than not they will not be realized. Cardiff Oncology does not have any unrecognized tax benefits. Cardiff Oncology’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense, and none have been incurred to date. The Company does not anticipate a significant change in unrecognized tax benefits over the next 12 months. The Company is subject to taxation in the U.S. and California. Due to net operating losses all tax years since inception remain open to examination. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
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. Terms of the agreement also provide for the Company to pay development and commercial milestones, and royalties based on sales volume. These potential development milestones include: (a) dosing of the first subject in the first Phase III Clinical Trial for the first Product, a registration enabling Phase II Clinical Trial, or after completion of a Phase II Clinical Trial that is used as the basis for an NDA submission; and (b) upon filing of the first NDA or equivalent for the first product candidate. During the years ended December 31, 2023 and 2022, no milestone or royalty payments were made. The Company is a party of various agreements under which it licenses technology on an exclusive basis in the field of oncology therapeutics. These agreements include License fees, Royalties and Milestone payments. The company also has a legacy license agreement in the field of oncology diagnostics under which royalty payments are due. These royalty payments are calculated as a percent of revenue. During the years ended December 31, 2023 and 2022 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. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan The Company has a defined contribution retirement plan under Section 401(k) of the Internal Revenue Service ("IRS") Code covering its employees. The plan allows employees to defer, up to the maximum allowed, a percentage of their income through contributions to the plan as allowed by IRS Code. The Company does not currently make matching contributions. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker regarding resource allocation and assessing performance. The Company views its operations and manages its business, as one operating segment in the United States. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimate involves accrued clinical trial expenses. |
Accrued Clinical Trial Expenses | Accrued Clinical Trial Expenses |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash in readily available checking and money market accounts. Cash and cash equivalents |
Investment Securities and Short-term investments | Investment Securities All investments have been classified as “available-for-sale” and are carried at fair value as determined based upon quoted market prices or pricing models for similar securities at period end. Investments with contractual maturities less than 12 months at the balance sheet date are considered short-term investments. Investments with contractual maturities beyond one year are also classified as short-term due to the Company’s ability to liquidate the investment for use in operations within the next 12 months. Realized gains and losses on investment securities are included in earnings and are derived using the specific identification method for determining the cost of securities sold. The Company has not realized any significant gains or losses on sales of available-for-sale investment securities during any of the periods presented. As all the Company’s investment holdings are in the form of debt securities or certificates of deposit, unrealized gains and losses that are determined to be temporary in nature are reported as a component of accumulated other comprehensive loss. A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the establishment of a new cost basis for the security. Interest income is recognized when earned and is included in investment income, as are the amortization of purchase premiums and accretion of purchase discounts on investment securities. Short-term investments |
Concentration of Credit Risk | Concentration of Credit Risk |
Revenues | Revenues The Company recognizes revenue when control of its products and services are transferred to its customers in an amount that reflects the consideration it expects to receive from its customers in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of goods or service to the customer, meaning the customer has the ability to use and obtain the benefit of goods or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control. For sales-based royalties, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Royalty and License Revenues The Company licenses and sublicenses its patent rights to healthcare companies, medical laboratories and biotechnology partners. These patents are from the Company's legacy portfolio and unrelated to onvansertib. Agreements may involve multiple elements such as license fees, minimum royalties, usage-based royalties and milestone payments. Revenue is recognized when the criteria described above have been met as well as the following: • Up-front nonrefundable license fees pursuant to agreements under which the Company has no continuing performance obligations are recognized as revenues on the effective date of the agreement and when collection is probable. • Minimum royalties are recognized as earned, and royalties are earned based on the licensee’s use. The Company estimates and records licensee’s sales based on historical usage rate and collectability. • For sales-based royalties, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). |
Derivative Financial Instruments—Warrants | Derivative Financial Instruments—Warrants The Company has issued common stock warrants in connection with the execution of certain equity financings. Such warrants are classified as derivative liabilities and are recorded at their fair market value as of each reporting period as they do not meet the criteria for equity classification. Changes in fair value of derivative liabilities are recorded in the statement of operations under the caption “Change in fair value of derivative instruments — warrants.” The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding the historical volatility of Cardiff Oncology’s common stock price, the remaining life of the warrants, and the risk-free interest rates at each period end. The Company thus uses model-derived valuations where inputs are observable in active markets to determine the fair value. The use of the Black-Scholes model classifies such warrants as Level 3 (See " Fair Value of Financial Instruments" |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is measured at the grant date based on the estimated fair value of the award and is recognized straight-line over the requisite service period of the individual grants, which typically equals the vesting period. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments consist of cash equivalents, accounts receivable, and accounts payable. The Company applies ASC 820 for financial assets and liabilities that are required to be measured at fair value and non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis. These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature as they reflect current market interest rates. The authoritative guidance establishes a fair value hierarchy that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities. In general, the authoritative guidance requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset or liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the measurement of its fair value. The three levels of input defined by the authoritative guidance are as follows: The Company measures certain assets and liabilities at fair value on a recurring basis using the three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers include: • Level 1 — Quoted prices for identical instruments in active markets. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable. • Level 3 — Instruments where significant value drivers are unobservable to third parties. |
Long-Lived Assets | Long-Lived Assets Long-lived assets consist of property, equipment and lease right-of-use assets. The Company records property and equipment at cost. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful life of the asset. Depreciation of leasehold improvements is computed based on the shorter of the life of the asset or the term of the lease. The estimated useful lives of the major classes of property and equipment are as follows: Estimated Useful Lives Furniture and office equipment 3 to 5 years Leasehold improvements 4 to 6 years Laboratory equipment 5 years |
Impairment Losses on Long-Lived Assets | Impairment losses on long-lived assets used in operations are recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease Right-of-Use (“ROU”) assets, current operating lease liabilities and non-current operating lease liabilities in the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. None of the Company’s operating leases provide an implicit rate, therefore the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would expect to pay to borrow on a collateralized and fully amortizing basis over a similar term an amount equal to the lease payments in a similar economic environment. The operating lease ROU asset also includes any lease payments made less lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. Our facilities lease agreement contains lease and non-lease components, such as common area maintenance. We have elected to account for these lease and non-lease components of this agreement as a single lease component. |
Income Taxes | Income Taxes Income taxes are determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes result from differences between the financial statement and tax bases of Cardiff Oncology’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The assessment of whether or not a valuation allowance is required often requires significant judgment. |
Contingencies | Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, stockholder lawsuits, product and environmental liability, and tax matters. In accordance with FASB ASC Topic 450, Contingencies , the Company records such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. The Company, in accordance with this guidance, does not recognize gain contingencies until realized. |
Research and Development | Research and Development Research and development expenses include expenditures in connection with an in-house research and development laboratory, salaries and staff costs, clinical trials, purchased in-process research and development and regulatory and scientific consulting fees, as well as contract research and insurance. Also, patent filing and patent maintenance expenses are considered legal in nature and therefore classified as general and administrative expense, if any. Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. As the related goods are delivered or the services are performed, or when the goods or services are no longer expected to be provided, the deferred amounts are recognized as an expense. Upfront and milestone payments to acquire contractual rights to licensed technology are expensed when incurred if there is uncertainty in the Company receiving future economic benefit from the acquired contractual rights. Certain contractual rights may require the Company to make additional milestone payments based on development and commercial milestones, and royalties based on sales volume. See Note 10 - Commitments and Contingencies , for further details. These potential development milestones include: (a) dosing of the first subject in the first Phase III Clinical Trial for the first Product, a registration enabling Phase II Clinical Trial, or after completion of a Phase II Clinical Trial that is used as the basis for an NDA submission; and (b) upon filing of the first NDA or equivalent for the first product candidate. |
Net Loss Per Share | Net Loss Per Share |
Recently Adopted Accounting Pronouncement and Recent Accounting Pronouncement Not Yet Adopted | Recently Adopted Accounting Pronouncement In May 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2021-04 ("ASU 2021-04"), Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company has prospectively adopted this standard as of January 1, 2022 for periods presented after the adoption. The adoption of ASU 2021-04 did not have a material impact on the Company's financial statements. Recent Accounting Pronouncement Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06 ("ASU 2020-06"), Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, ASU 2020-06 modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in this update are effective for the Company on January 1, 2024. The amendment is to be adopted through either a fully retrospective or modified retrospective method of transition. Early adoption is permitted. The Company will adopt this standard as of January 1, 2024 using the modified-retrospective method. The Company is currently evaluating the adoption of ASU 2020-06, but does not expect it to have a material impact on the Company's financial statements. In December 2023, the FASB issued ASU No. 2023-09 ("ASU 2023-09"), “Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024 and for private businesses for annual periods beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its financial statement disclosures. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Useful Life of Property and Equipment | The estimated useful lives of the major classes of property and equipment are as follows: Estimated Useful Lives Furniture and office equipment 3 to 5 years Leasehold improvements 4 to 6 years Laboratory equipment 5 years As of December 31, (in thousands) 2023 2022 Furniture and office equipment $ 1,067 $ 1,066 Leasehold improvements 2,568 2,560 Laboratory equipment 1,355 1,056 Property and equipment, gross 4,990 4,682 Less—accumulated depreciation (3,752) (3,413) Property and equipment, net $ 1,238 $ 1,269 |
Schedule of Antidilutive Securities Excluded from the Calculation of Basic and Diluted Loss Per Share | Shares used in calculating diluted net loss per common share exclude as anti-dilutive the following share equivalents: December 31, 2023 2022 Options to purchase Common Stock 6,650,954 5,069,458 Warrants to purchase Common Stock 2,807,948 4,360,968 Series A Convertible Preferred Stock 877 877 9,459,779 9,431,303 |
Supplementary Balance Sheet I_2
Supplementary Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Components of Short-term investments | Short-term investments available-for-sale securities consist of the following: As of December 31, 2023 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Market Value Maturity less than 1 year: Certificate of deposit $ 8,317 $ 16 $ — $ 8,333 Corporate debt securities 10,948 8 (16) 10,940 Commercial paper 6,193 9 — 6,202 U.S. government agencies 835 — (1) 834 Total maturity less than 1 year 26,293 33 (17) 26,309 Maturity 1 to 2 years: Corporate debt securities 8,437 6 (10) 8,433 U.S. treasury securities 18,505 — (79) 18,426 Total maturity 1 to 2 years 26,942 6 (89) 26,859 Total short-term investments $ 53,235 $ 39 $ (106) $ 53,168 As of December 31, 2022 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Market Value Maturity less than 1 year: Certificate of deposit $ 16,101 $ 3 $ (81) $ 16,023 Corporate debt securities 44,806 8 (275) 44,539 Commercial paper 13,203 4 (20) 13,187 U.S. government agencies 2,284 4 — 2,288 U.S. treasury securities 7,905 — (18) 7,887 Total maturity less than 1 year 84,299 19 (394) 83,924 Maturity 1 to 2 years: Corporate debt securities 5,016 1 (21) 4,996 Total maturity 1 to 2 years 5,016 1 (21) 4,996 Total short-term investments $ 89,315 $ 20 $ (415) $ 88,920 |
Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value | Investments available for sale that have been in a continuous unrealized loss position for greater than one-year consist of the following: As of December 31, 2023 (in thousands) Fair Market Value Gross Unrealized Loss Corporate debt securities $ 397 $ (3) Total short-term investments $ 397 $ (3) As of December 31, 2022 (in thousands) Fair Market Value Gross Unrealized Loss Corporate debt securities $ 17,084 $ (161) U.S. treasury securities 3,666 (14) Total short-term investments $ 20,750 $ (175) |
Components of Property and Equipment | The estimated useful lives of the major classes of property and equipment are as follows: Estimated Useful Lives Furniture and office equipment 3 to 5 years Leasehold improvements 4 to 6 years Laboratory equipment 5 years As of December 31, (in thousands) 2023 2022 Furniture and office equipment $ 1,067 $ 1,066 Leasehold improvements 2,568 2,560 Laboratory equipment 1,355 1,056 Property and equipment, gross 4,990 4,682 Less—accumulated depreciation (3,752) (3,413) Property and equipment, net $ 1,238 $ 1,269 |
Components of Accrued Liabilities | Accrued liabilities consisted of the following: As of December 31, (in thousands) 2023 2022 Accrued compensation $ 2,737 $ 1,849 Clinical trials 4,309 2,333 Research agreements and services 530 509 Other accrued liabilities 207 486 Total accrued liabilities $ 7,783 $ 5,177 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of Lease Expense and Supplemental Cash Flow Information | The components of lease expense were as follows: (in thousands) Twelve Months Ended December 31, 2023 Twelve Months Ended December 31, 2022 Operating lease cost $ 714 $ 754 Net operating lease cost $ 714 $ 754 Supplemental cash flow and other information related to leases was as follows: (in thousands) Twelve Months Ended December 31, 2023 Twelve Months Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Cash paid included in operating cash flows $ 737 $ 612 |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: (in thousands) As of December 31, 2023 As of December 31, 2022 Operating lease ROU assets $ 1,708 $ 2,251 Current operating lease liabilities $ 691 $ 675 Non-current operating lease liabilities 1,458 2,040 Total operating lease liabilities $ 2,149 $ 2,715 Weighted-average remaining lease term–operating leases 3.2 years 4.2 years Weighted-average discount rate–operating leases 7 % 7 % |
Summary of Future Minimum Lease Payments | Total remaining annual commitments under non-cancelable operating lease agreements as of December 31, 2023, are summarized are as follows: (in thousands) Year Ending December 31, Operating Leases 2024 $ 691 2025 775 2026 796 2027 136 Thereafter — Total future minimum lease payments $ 2,398 Less imputed interest (249) Total $ 2,149 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
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: Number of Weighted-Average Weighted-Average Remaining Contractual Term Balance outstanding, December 31, 2021 4,490,159 $ 5.80 3.0 years Expired (129,191) $ 21.60 Balance outstanding, December 31, 2022 4,360,968 $ 5.33 2.1 years Expired (1,553,020) $ 10.54 Balance outstanding, December 31, 2023 2,807,948 $ 2.45 1.9 years |
Schedule of Preferred Stock | The components of the liquidation preference for the Series A Convertible Preferred Stock were as follows: As of December 31, (in thousands) 2023 2022 Stated Value per share liquidation $ 606 $ 606 Cumulative unpaid preferred stock dividends 462 438 Liquidation preference - Series A Convertible Preferred Stock $ 1,068 $ 1,044 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based compensation recognized | Stock-based compensation has been recognized in operating results as follows: (in thousands) Years ended December 31, 2023 2022 Research and development expenses $ 1,279 $ 1,035 Selling, general and administrative expenses 3,230 3,221 Total stock-based compensation $ 4,509 $ 4,256 |
Estimated Fair Value of Stock Options - Assumptions | 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 assumptions during the years indicated below: Years ended December 31, 2023 2022 Risk-free interest rate (range) 3.56% - 4.06% 1.62% - 3.75% Dividend yield 0% 0% Expected volatility (range) 105% - 110% 98% - 110% Expected volatility (weighted-average) 109% 106% Expected term (in years) 5.2 years 6.0 years |
Summary of Stock Option Activity | A summary of stock option activity and of changes in stock options outstanding is presented below: Number of Options Weighted-Average Exercise Price Per Share Intrinsic Weighted-Average Balance outstanding, December 31, 2022 5,069,458 $ 5.92 $ 19,322 7.4 years Granted 2,138,624 $ 1.70 Forfeited and expired (557,128) $ 9.43 Balance Outstanding, December 31, 2023 6,650,954 $ 4.27 $ 23,926 7.9 years Vested and exercisable, December 31, 2023 3,124,492 $ 5.66 $ 22,456 6.9 years Vested and expected to vest, December 31, 2023 6,462,464 $ 4.33 $ 23,853 7.8 years |
Derivative Financial Instrume_2
Derivative Financial Instruments - Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Assumptions Used to Determine the Fair Value of Warrants | The assumptions used to determine the fair value of the warrants using the Black-Scholes option pricing model were: As of December 31, 2022 Fair value of Cardiff Oncology common stock $1.40 Expected warrant term 0.1 years Risk-free interest rate 4.12 % Expected volatility of Cardiff Oncology common stock 54 % Dividend yield 0 % |
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. (in thousands, except for number of warrants) Date Description Number of Warrants Derivative December 31, 2021 Balance of derivative financial instruments — warrants liability 64,496 $ 285 Change in fair value of derivative financial instruments — warrants during the year recognized as a gain in the statement of operations — (285) December 31, 2022 Balance of derivative financial instruments — warrants liability 64,496 — Expiration of Derivative Financial Instruments (64,496) — Change in fair value of derivative financial instruments — warrants during the year recognized as a loss in the statement of operations — — December 31, 2023 Balance of derivative financial instruments — warrants liability — $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of 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 December 31, 2023 and 2022: Fair Value Measurements at (in thousands) Quoted Prices in Active Markets for Identical Assets and Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Total Assets: Money market fund $ 21,606 $ — $ — $ 21,606 Total included in cash and cash equivalents $ 21,606 $ — $ — $ 21,606 Available for sale investments: Certificate of deposit $ — $ 8,333 $ — $ 8,333 Corporate debt securities — 19,373 — 19,373 Commercial paper — 6,202 — 6,202 U.S. government agencies — 834 834 U.S. treasury securities 18,426 — — 18,426 Total available for sale investments $ 18,426 $ 34,742 $ — $ 53,168 Total assets measured at fair value on a recurring basis $ 40,032 $ 34,742 $ — $ 74,774 Fair Value Measurements at (in thousands) Quoted Prices in Active Markets for Identical Assets and Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Total Assets: Money market fund $ 15,722 $ — $ — $ 15,722 Total included in cash and cash equivalents $ 15,722 $ — $ — $ 15,722 Available for sale investments: Certificate of deposit $ — $ 16,023 $ — $ 16,023 Corporate debt securities — 49,535 — 49,535 Commercial paper — 13,187 — 13,187 U.S. government agencies — 2,288 — 2,288 U.S. treasury securities 7,887 — — 7,887 Total available for sale investments $ 7,887 $ 81,033 $ — $ 88,920 Total assets measured at fair value on a recurring basis $ 23,609 $ 81,033 $ — $ 104,642 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes Based on Losses from Continuing Operations | The provision for income taxes based on losses from continuing operations consists of the following at December 31: Years ended December 31, (in thousands) 2023 2022 Current: State $ — $ — Total current provision — — Deferred: Federal (8,300) 19,054 State (789) 4,902 Total deferred (benefit) expense (9,089) 23,956 Valuation allowance 9,089 (23,956) Total income tax provision $ — $ — |
Schedule of Significant Components of the Company’s Taxes and the Rates | Significant components of the Company’s taxes and the rates as of December 31 are shown below: Years ended December 31, (in thousands, except percentages) 2023 2022 Tax computed at the federal statutory rate $ (8,703) 21 % $ (8,128) 21 % State tax, net of federal tax benefit (645) 2 % (518) 1 % Permanent items (2) — % 32,369 (84) % Stock based compensation 902 (2) % 553 (1) % Research and development credits (515) 1 % (319) 1 % Other (126) — % (1) — % Valuation allowance increase (decrease) 9,089 (22) % (23,956) 62 % Provision for income taxes $ — — % $ — — % |
Schedule of Significant Components of the Company’s Deferred Tax Assets | Significant components of the Company’s deferred tax assets and liabilities from federal and state income taxes as of December 31 are shown below (in thousands): Years ended December 31, (in thousands) 2023 2022 Deferred tax assets: Tax loss carryforwards $ 23,441 $ 20,289 Research and development credits and other tax credits 3,611 2,743 Stock-based compensation 1,407 1,317 Capitalized research and development 9,687 4,794 Other 1,400 1,431 Total deferred tax assets 39,546 30,574 Deferred tax liabilities: Operating lease right-of-use assets (375) (492) Total deferred tax liabilities (375) (492) Net deferred tax assets before valuation allowance 39,171 30,082 Valuation allowance (39,171) (30,082) Net deferred tax asset $ — $ — |
Business Overview and Liquidi_2
Business Overview and Liquidity (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash, cash equivalents and short-term investments | $ 74.8 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Derivative financial instruments | |||
Number of operating segments | segment | 1 | ||
Accrued clinical trial expenses | $ 4,300 | ||
Payment terms | Payment terms and conditions vary by contracts, although terms generally include a requirement of payment within 30 to 45 days after invoice. | ||
Warrants to purchase Common Stock | Black Scholes Option Pricing Method | |||
Derivative financial instruments | |||
Derivative financial instruments—warrants | $ 0 | $ 0 | $ 285 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Long-Lived Assets (Details) | Dec. 31, 2023 |
Furniture and office equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture and office equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 6 years |
Laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Anti-dilutive Share Equivalents (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net Loss Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 9,459,779 | 9,431,303 |
Options to purchase Common Stock | ||
Net Loss Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,650,954 | 5,069,458 |
Warrants to purchase Common Stock | ||
Net Loss Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,807,948 | 4,360,968 |
Series A Convertible Preferred Stock | ||
Net Loss Per Share | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 877 | 877 |
Supplementary Balance Sheet I_3
Supplementary Balance Sheet Information - Short-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Maturity less than 1 year: | ||
Amortized Cost | $ 26,293 | $ 84,299 |
Gross Unrealized Gains | 33 | 19 |
Gross Unrealized Losses | (17) | (394) |
Fair Market Value | 26,309 | 83,924 |
Maturity 1 to 2 years: | ||
Amortized Cost | 26,942 | 5,016 |
Gross Unrealized Gains | 6 | 1 |
Gross Unrealized Losses | (89) | (21) |
Fair Market Value | 26,859 | 4,996 |
Amortized Cost | 53,235 | 89,315 |
Gross Unrealized Gains | 39 | 20 |
Gross Unrealized Losses | (106) | (415) |
Fair Market Value | 53,168 | 88,920 |
Certificate of deposit | ||
Maturity less than 1 year: | ||
Amortized Cost | 8,317 | 16,101 |
Gross Unrealized Gains | 16 | 3 |
Gross Unrealized Losses | 0 | (81) |
Fair Market Value | 8,333 | 16,023 |
Corporate debt securities | ||
Maturity less than 1 year: | ||
Amortized Cost | 10,948 | 44,806 |
Gross Unrealized Gains | 8 | 8 |
Gross Unrealized Losses | (16) | (275) |
Fair Market Value | 10,940 | 44,539 |
Maturity 1 to 2 years: | ||
Amortized Cost | 8,437 | 5,016 |
Gross Unrealized Gains | 6 | 1 |
Gross Unrealized Losses | (10) | (21) |
Fair Market Value | 8,433 | 4,996 |
Commercial paper | ||
Maturity less than 1 year: | ||
Amortized Cost | 6,193 | 13,203 |
Gross Unrealized Gains | 9 | 4 |
Gross Unrealized Losses | 0 | (20) |
Fair Market Value | 6,202 | 13,187 |
U.S. government agencies | ||
Maturity less than 1 year: | ||
Amortized Cost | 835 | 2,284 |
Gross Unrealized Gains | 0 | 4 |
Gross Unrealized Losses | (1) | 0 |
Fair Market Value | 834 | 2,288 |
U.S. treasury securities | ||
Maturity less than 1 year: | ||
Amortized Cost | 7,905 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (18) | |
Fair Market Value | $ 7,887 | |
Maturity 1 to 2 years: | ||
Amortized Cost | 18,505 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (79) | |
Fair Market Value | $ 18,426 |
Supplementary Balance Sheet I_4
Supplementary Balance Sheet Information - Investments Available-for-sale in a Continuous Loss Position (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Fair Market Value | $ 397 | $ 20,750 |
Gross Unrealized Loss | (3) | (175) |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Market Value | 397 | 17,084 |
Gross Unrealized Loss | $ (3) | (161) |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Market Value | 3,666 | |
Gross Unrealized Loss | $ (14) |
Supplementary Balance Sheet I_5
Supplementary Balance Sheet Information - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 4,990 | $ 4,682 |
Less—accumulated depreciation | (3,752) | (3,413) |
Property and equipment, net | 1,238 | 1,269 |
Furniture and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,067 | 1,066 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,568 | 2,560 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,355 | $ 1,056 |
Supplementary Balance Sheet I_6
Supplementary Balance Sheet Information - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Realized loss | $ 0.1 | |
Interest receivable, current | 0.6 | $ 0.5 |
Depreciation and amortization | $ 0.4 | $ 0.2 |
Supplementary Balance Sheet I_7
Supplementary Balance Sheet Information - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation | $ 2,737 | $ 1,849 |
Clinical trials | 4,309 | 2,333 |
Research agreements and services | 530 | 509 |
Other accrued liabilities | 207 | 486 |
Total accrued liabilities | $ 7,783 | $ 5,177 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) | 12 Months Ended | 62 Months Ended |
Dec. 31, 2022 | Feb. 28, 2027 | |
Lessee, Lease, Description [Line Items] | ||
Monthly rent payments | $ 63,000 | |
Forecast | ||
Lessee, Lease, Description [Line Items] | ||
Annual rent increase, percentage | 3% |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 714 | $ 754 |
Net operating lease cost | $ 714 | $ 754 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 1,708 | $ 2,251 |
Current operating lease liabilities | 691 | 675 |
Non-current operating lease liabilities | 1,458 | 2,040 |
Total operating lease liabilities | $ 2,149 | $ 2,715 |
Weighted-average remaining lease term–operating leases | 3 years 2 months 12 days | 4 years 2 months 12 days |
Weighted-average discount rate–operating leases | 7% | 7% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Cash paid included in operating cash flows | $ 737 | $ 612 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 691 | |
2025 | 775 | |
2026 | 796 | |
2027 | 136 | |
Thereafter | 0 | |
Total future minimum lease payments | 2,398 | |
Less imputed interest | (249) | |
Total | $ 2,149 | $ 2,715 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Warrants | |||
Balance of warrants outstanding at the beginning of the period (in shares) | 4,360,968 | 4,490,159 | |
Expired (in shares) | (1,553,020) | (129,191) | |
Balance of warrants outstanding at the end of the period (in shares) | 2,807,948 | 4,360,968 | 4,490,159 |
Weighted-Average Exercise Price Per Share | |||
Weighted average exercise price of warrants at the beginning of the period (in dollars per share) | $ 5.33 | $ 5.80 | |
Expired (in dollars per share) | 10.54 | 21.60 | |
Weighted average exercise price of warrants at the end of the period (in dollars per share) | $ 2.45 | $ 5.33 | $ 5.80 |
Weighted-Average Remaining Contractual Term | |||
Weighted-Average Remaining Contractual Term | 1 year 10 months 24 days | 2 years 1 month 6 days | 3 years |
Stockholders' Equity - Series A
Stockholders' Equity - Series A Convertible Preferred Stock (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 17, 2006 | Sep. 30, 2008 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated Deficit | ||||
Class of Stock [Line Items] | ||||
Accrued dividend during the period | $ 24,000 | $ 24,000 | ||
Series A Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Cumulative dividend rate (as a percent) | 4% | |||
Cumulative unpaid preferred stock dividends | $ 462,000 | $ 438,000 | ||
Stated value (in dollars per share) | $ 10 | |||
Conversion price per share (in dollars per share) | $ 691.20 | $ 928.80 | 691.20 | |
Period during which the conversion price is subject to adjustment for dilutive issuances | 12 months | |||
Share price for 20 consecutive trading days for automatic conversion | $ 1,857.6 | |||
Number of consecutive trading days in which the closing price of the entity's common stock must equal or exceed a specified price in order for the preferred stock to be automatically converted | 20 days | |||
Number of common stock shares traded per day during the 20 trading days for the preferred stock to be automatically converted | 116 | |||
Number of trading days in which the specified volume of common stock must be traded for the preferred stock to be automatically converted | 20 days |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Series A Preferred Stock (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Stated Value per share liquidation | $ 606,000 | $ 606,000 |
Liquidation preference - Series A Convertible Preferred Stock | 1,068,000 | 1,044,000 |
Series A Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Cumulative unpaid preferred stock dividends | $ 462,000 | $ 438,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 09, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 5,150,000 | 3,150,000 | ||
Share-based payment arrangement, plan modification, incremental cost | $ 0.6 | |||
Incremental stock compensation | 0.1 | |||
Fair value of shares vested | $ 4.8 | $ 4.7 | ||
Inducement Grant Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 1,435,256 | |||
Options to purchase Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 2,138,624 | |||
Weighted average grant date fair value (in dollars per share) | $ 1.35 | $ 2.55 | ||
Unrecognized compensation cost for non-vested options | $ 6.6 | |||
Period for recognition | 2 years 1 month 6 days | |||
Equity Incentive Plan 2014 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for issuance (in shares) | 2,013,871 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 4,509,000 | $ 4,256,000 |
Research and development expenses | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 1,279,000 | 1,035,000 |
Selling, general and administrative expenses | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 3,230,000 | $ 3,221,000 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Using Black-Scholes for Estimated Fair Value of Stock Options (Details) - Options to purchase Common Stock | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Dividend yield | 0% | 0% |
Expected volatility (weighted-average) | 109% | 106% |
Expected term (in years) | 5 years 2 months 12 days | 6 years |
Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate (range) | 3.56% | 1.62% |
Expected volatility (range) | 105% | 98% |
Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate (range) | 4.06% | 3.75% |
Expected volatility (range) | 110% | 110% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options Activity (Details) - Options to purchase Common Stock - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Options | ||
Beginning balance (in shares) | 5,069,458 | |
Granted (in shares) | 2,138,624 | |
Forfeited and expired (in shares) | (557,128) | |
Ending balance (in shares) | 6,650,954 | 5,069,458 |
Vested and exercisable (in shares) | 3,124,492 | |
Vested and expected to vest (in shares) | 6,462,464 | |
Weighted-Average Exercise Price Per Share | ||
Outstanding (in dollars per share) | $ 5.92 | |
Granted (in dollars per share) | 1.70 | |
Forfeited and expired (in dollars per share) | 9.43 | |
Outstanding (in dollars per share) | 4.27 | $ 5.92 |
Vested and exercisable (in dollars per share) | 5.66 | |
Vested and expected to vest (in dollars per share) | $ 4.33 | |
Intrinsic value, outstanding | $ 23,926 | $ 19,322 |
Intrinsic value, vested and exercisable | 22,456 | |
Intrinsic value, vested and expected to vest | $ 23,853 | |
Weighted average remaining contract term, outstanding | 7 years 10 months 24 days | 7 years 4 months 24 days |
Weighted average remaining contractual term, exercisable | 6 years 10 months 24 days | |
Weighted average remaining contractual term, vested and expected to vest | 7 years 9 months 18 days |
Derivative Financial Instrume_3
Derivative Financial Instruments - Warrants (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Changes in the Company's derivative financial instruments liability balance | ||
Balance of warrants outstanding at the beginning of the period (in shares) | 4,360,968 | 4,490,159 |
Balance of warrants outstanding at the end of the period (in shares) | 2,807,948 | 4,360,968 |
Warrants to purchase Common Stock | ||
Range of assumptions used to determine the fair value of warrants | ||
Estimated fair value of Trovagene common stock (in dollars per share) | $ / shares | $ 1.40 | |
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) | 64,496 | 64,496 |
Expiration of Derivative Financial Instruments (in shares) | (64,496) | |
Balance of warrants outstanding at the end of the period (in shares) | 0 | 64,496 |
Balance of derivative financial instruments liability at the beginning of the period | $ | $ 0 | $ 285 |
Change in fair value of derivative financial instruments—warrants during the year recognized as a loss in the statement of operations | $ | 0 | (285) |
Expiration of Derivative Financial Instruments | $ | 0 | |
Balance of derivative financial instruments liability at the end of the period | $ | $ 0 | $ 0 |
Expected term | Warrants to purchase Common Stock | ||
Range of assumptions used to determine the fair value of warrants | ||
Expected warrant term | 1 month 6 days | |
Risk-free interest rate | Warrants to purchase Common Stock | ||
Range of assumptions used to determine the fair value of warrants | ||
Measurement input | 0.0412 | |
Expected volatility | Warrants to purchase Common Stock | ||
Range of assumptions used to determine the fair value of warrants | ||
Measurement input | 0.54 | |
Dividend yield | Warrants to purchase Common Stock | ||
Range of assumptions used to determine the fair value of warrants | ||
Measurement input | 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Total available for sale investments | $ 53,168 | $ 88,920 |
Recurring basis | ||
Assets: | ||
Total included in cash and cash equivalents | 21,606 | 15,722 |
Total available for sale investments | 53,168 | 88,920 |
Total assets measured at fair value on a recurring basis | 74,774 | 104,642 |
Recurring basis | Certificate of deposit | ||
Assets: | ||
Total available for sale investments | 8,333 | 16,023 |
Recurring basis | Corporate debt securities | ||
Assets: | ||
Total available for sale investments | 19,373 | 49,535 |
Recurring basis | Commercial paper | ||
Assets: | ||
Total available for sale investments | 6,202 | 13,187 |
Recurring basis | U.S. government agencies | ||
Assets: | ||
Total available for sale investments | 834 | 2,288 |
Recurring basis | U.S. treasury securities | ||
Assets: | ||
Total available for sale investments | 18,426 | 7,887 |
Recurring basis | Money market fund | ||
Assets: | ||
Total included in cash and cash equivalents | 21,606 | 15,722 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | ||
Assets: | ||
Total included in cash and cash equivalents | 21,606 | 15,722 |
Total available for sale investments | 18,426 | 7,887 |
Total assets measured at fair value on a recurring basis | 40,032 | 23,609 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Certificate of deposit | ||
Assets: | ||
Total available for sale investments | 0 | 0 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Corporate debt securities | ||
Assets: | ||
Total available for sale investments | 0 | 0 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Commercial paper | ||
Assets: | ||
Total available for sale investments | 0 | 0 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | U.S. government agencies | ||
Assets: | ||
Total available for sale investments | 0 | 0 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | U.S. treasury securities | ||
Assets: | ||
Total available for sale investments | 18,426 | 7,887 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Money market fund | ||
Assets: | ||
Total included in cash and cash equivalents | 21,606 | 15,722 |
Recurring basis | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total included in cash and cash equivalents | 0 | 0 |
Total available for sale investments | 34,742 | 81,033 |
Total assets measured at fair value on a recurring basis | 34,742 | 81,033 |
Recurring basis | Significant Other Observable Inputs (Level 2) | Certificate of deposit | ||
Assets: | ||
Total available for sale investments | 8,333 | 16,023 |
Recurring basis | Significant Other Observable Inputs (Level 2) | Corporate debt securities | ||
Assets: | ||
Total available for sale investments | 19,373 | 49,535 |
Recurring basis | Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Assets: | ||
Total available for sale investments | 6,202 | 13,187 |
Recurring basis | Significant Other Observable Inputs (Level 2) | U.S. government agencies | ||
Assets: | ||
Total available for sale investments | 834 | 2,288 |
Recurring basis | Significant Other Observable Inputs (Level 2) | U.S. treasury securities | ||
Assets: | ||
Total available for sale investments | 0 | 0 |
Recurring basis | Significant Other Observable Inputs (Level 2) | Money market fund | ||
Assets: | ||
Total included in cash and cash equivalents | 0 | 0 |
Recurring basis | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total included in cash and cash equivalents | 0 | 0 |
Total available for sale investments | 0 | 0 |
Total assets measured at fair value on a recurring basis | 0 | 0 |
Recurring basis | Significant Unobservable Inputs (Level 3) | Certificate of deposit | ||
Assets: | ||
Total available for sale investments | 0 | 0 |
Recurring basis | Significant Unobservable Inputs (Level 3) | Corporate debt securities | ||
Assets: | ||
Total available for sale investments | 0 | 0 |
Recurring basis | Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Assets: | ||
Total available for sale investments | 0 | 0 |
Recurring basis | Significant Unobservable Inputs (Level 3) | U.S. government agencies | ||
Assets: | ||
Total available for sale investments | 0 | |
Recurring basis | Significant Unobservable Inputs (Level 3) | U.S. treasury securities | ||
Assets: | ||
Total available for sale investments | 0 | 0 |
Recurring basis | Significant Unobservable Inputs (Level 3) | Money market fund | ||
Assets: | ||
Total included in cash and cash equivalents | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Operating loss carryforwards (NOLs) | |
Interest and/or penalties incurred | $ 0 |
Federal | |
Operating loss carryforwards (NOLs) | |
NOLs, subject to expiration | 5,100,000 |
NOLs, not subject to expiration | 99,200,000 |
California Franchise Tax Board | |
Operating loss carryforwards (NOLs) | |
NOLs | 22,200,000 |
R&D credits | Federal | |
Operating loss carryforwards (NOLs) | |
Tax credits | 1,600,000 |
R&D credits | California Franchise Tax Board | |
Operating loss carryforwards (NOLs) | |
Tax credits | $ 2,600,000 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
State | $ 0 | $ 0 |
Total current provision | 0 | 0 |
Deferred: | ||
Federal | (8,300) | 19,054 |
State | (789) | 4,902 |
Total deferred (benefit) expense | (9,089) | 23,956 |
Valuation allowance | 9,089 | (23,956) |
Provision for income taxes | $ 0 | $ 0 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Company's Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Tax computed at the federal statutory rate | $ (8,703) | $ (8,128) |
State tax, net of federal tax benefit | (645) | (518) |
Permanent items | (2) | 32,369 |
Stock based compensation | 902 | 553 |
Research and development credits | (515) | (319) |
Other | (126) | (1) |
Valuation allowance increase (decrease) | 9,089 | (23,956) |
Provision for income taxes | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Tax computed at the federal statutory rate | 21% | 21% |
State tax, net of federal tax benefit | 2% | 1% |
Permanent items | 0% | (84.00%) |
Stock based compensation | (2.00%) | (1.00%) |
Research and development credits | 1% | 1% |
Other | 0% | 0% |
Valuation allowance increase (decrease) | (22.00%) | 62% |
Provision for income taxes | 0% | 0% |
Income Taxes - Significant Co_2
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Tax loss carryforwards | $ 23,441 | $ 20,289 |
Research and development credits and other tax credits | 3,611 | 2,743 |
Stock-based compensation | 1,407 | 1,317 |
Capitalized research and development | 9,687 | 4,794 |
Other | 1,400 | 1,431 |
Total deferred tax assets | 39,546 | 30,574 |
Deferred tax liabilities: | ||
Operating lease right-of-use assets | (375) | (492) |
Total deferred tax liabilities | (375) | (492) |
Net deferred tax assets before valuation allowance | 39,171 | 30,082 |
Valuation allowance | (39,171) | (30,082) |
Net deferred tax asset | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Research and Development and Clinical Trial Agreements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Milestone or royalty payments | $ 0 | $ 0 |