Cardiff Oncology, Inc. 8-K

What Happened

• Cardiff Oncology, Inc. (CRDF) announced an equity financing under a securities purchase agreement that closed on July 16, 2026. The company sold 8,571,429 shares of common stock with accompanying warrants and also sold 721,649 shares (and warrants) to certain officers and directors.
• The public investor shares were sold at $1.05 per share with an accompanying warrant; Insider shares were sold at $1.455 per share with accompanying warrants. Gross proceeds from the offering were approximately $10.05 million before fees and expenses. The offering was made under the company’s Form S-3 registration statement (effective May 13, 2025).

Key Details

• Shares sold to institutional investors: 8,571,429 common shares + 8,571,429 accompanying common warrants.
• Insider participation: 721,649 common shares + 721,649 accompanying common warrants (price $1.455 each).
• Warrant terms: exercise price $1.31 per share for public warrants ($1.33 for Insider warrants); exercisable beginning on the later of (a) six months after issuance and (b) the date an amendment increasing authorized shares is accepted by Delaware (the “Authorized Share Increase Date”); term = 5.5 years after the initial exercise date.
• Placement agent: H.C. Wainwright & Co. was retained on July 1, 2026; cash fee = 7.0% of gross proceeds, plus a placement-agent warrant to purchase up to 5.0% of shares sold (465,157 shares) at $1.3125 per share; additional fees/expenses disclosed ($35,000 non-accountable, $50,000 legal/out-of-pocket, $15,950 clearing).
• Corporate action: Cardiff agreed to file a proxy within 45 days after closing to seek shareholder approval to increase authorized common shares, and to call meetings every 60 days thereafter until approval is obtained or the warrants expire/are no longer outstanding.

Why It Matters

• This transaction provides Cardiff with roughly $10.05M in gross cash to use for working capital and general corporate purposes, helping fund near-term operations.
• The issuance of shares and long‑dated warrants increases potential future dilution for existing shareholders if warrants are exercised; exercise is contingent on both time (six months) and shareholder approval to increase authorized shares.
• Insider participation and the placement‑agent commitment may be viewed as supportive of the financing, but investors should note placement fees and warrants reduce net proceeds and can further affect share count if exercised.