Cardiff Oncology Announces $10 Million Registered Direct Offering

Rhea-AI Summary

Cardiff Oncology (Nasdaq: CRDF) entered into definitive agreements for a registered direct offering of 8,571,429 common shares with accompanying warrants to purchase up to 8,571,429 shares at a purchase price of $1.05 per share plus warrant. Certain officers and directors will separately purchase 731,707 shares and warrants at $1.435 per share plus warrant.

The warrants will have an exercise price of $1.31, become exercisable six months after issuance and following an increase in authorized common shares after stockholder approval, and will expire five and a half years from initial exercise. Closing is expected on or about July 16, 2026, with anticipated gross proceeds of approximately $10 million before fees. According to Cardiff Oncology, net proceeds are intended for working capital and general corporate purposes. H.C. Wainwright & Co. is acting as exclusive placement agent, and the securities are issued under an effective SEC shelf registration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Positive

• Approximately $10 million expected gross proceeds to strengthen liquidity
• Insider participation for 731,707 shares at $1.435 per share
• Warrants exercise price set at $1.31, above primary offering share price
• Capital raise executed under an effective SEC shelf registration

Negative

• Issuance of 9,303,136 new shares (including insider tranche) implies equity dilution
• Additional potential dilution from up to 9,303,136 warrants if exercised
• Warrant exercisability contingent on stockholder approval to increase authorized shares

Market Context

The stock is dropping -23.7% following this news. A sharp decline would fit a typical reaction to di...

Analysis

The stock is dropping -23.7% following this news. A sharp decline would fit a typical reaction to dilution, as this deal issues over 9.3 million shares and warrants while CRDF already trades more than 70% below its 52‑week high; elevated short positioning could amplify downside volatility if selling pressure persists.

Key Figures

Shares offered: 8,571,429 shares Offering price: $1.05 per share Officer/director shares: 731,707 shares +5 more

8 metrics

Shares offered 8,571,429 shares Registered direct offering common stock plus accompanying warrants

Offering price $1.05 per share Registered direct offering, per share and accompanying warrant

Officer/director shares 731,707 shares Officer and director participation with accompanying warrants

Officer/director price $1.435 per share Purchase price for participating officers and directors

Warrant exercise price $1.31 per share Exercise price for warrants issued in the offering

Gross proceeds $10 million Expected aggregate gross proceeds from the offering

Shelf file number 333-285327 SEC registration statement referenced for the securities

Shelf effectiveness date May 13, 2025 Date SEC declared the registration statement effective

Previous Offering Reports

1 past event · Latest: Dec 10 (Negative)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
Dec 10	registered direct offering	Negative	+54.9%	Oversubscribed $40 million underwritten registered direct equity financing.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Prior offering-related news for this stock was followed by a sharply positive price reaction, unusual for financing announcements.

Key Terms

registered direct offering, warrants, prospectus supplement, shelf registration statement

4 terms

registered direct offering financial

"at a purchase price of $1.05 per share and accompanying warrant in a registered direct offering."

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

warrants financial

"accompanying warrants to purchase up to an aggregate of 8,571,429 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

prospectus supplement regulatory

"The prospectus supplement and the accompanying prospectus relating to the securities"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

shelf registration statement regulatory

"The securities described above are being offered pursuant to a “shelf” registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

SAN DIEGO, July 15, 2026 (GLOBE NEWSWIRE) -- Cardiff Oncology, Inc. (Nasdaq: CRDF) (the “Company”), a clinical-stage biotechnology company leveraging PLK1 inhibition to develop novel cancer therapies, today announced that it has entered into definitive agreements for the purchase and sale of an aggregate of 8,571,429 shares of its common stock and accompanying warrants to purchase up to an aggregate of 8,571,429 shares of its common stock, at a purchase price of $1.05 per share and accompanying warrant in a registered direct offering. In addition, certain members of the Company’s officers and directors are participating in the offering and have entered into definitive agreements for the purchase and sale of an aggregate of 731,707 shares of the Company’s common stock and accompanying warrants to purchase up to an aggregate of 731,707 shares of the Company’s common stock, at a purchase price of $1.435 per share and accompanying warrant. The warrants will have an exercise price of $1.31 per share, will be exercisable beginning on the later of (i) six months after issuance and (ii) the effective date of the increase of the Company’s authorized shares of common stock following stockholder approval, and will expire five and one-half years from the initial exercise date. The closing of the offering is expected to occur on or about July 16, 2026, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $10 million, before deducting the placement agent fees and other offering expenses payable by the Company. The Company currently intends to use the net proceeds from the offering for working capital and other general corporate purposes.

The securities described above are being offered pursuant to a “shelf” registration statement (File No. 333-285327) filed with the Securities and Exchange Commission (“SEC”) on February 27, 2025 and declared effective on May 13, 2025. The offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the securities being offered will be filed with the SEC and be available at the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3^rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail at placements@hcwco.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Cardiff Oncology, Inc.

Cardiff Oncology is a clinical-stage biotechnology company advancing innovative cancer treatments focused on PLK1 inhibition, a validated oncology target with practice-changing potential. Our lead asset, onvansertib, is a highly specific, oral PLK1 inhibitor currently being evaluated in a Phase 2 trial for first-line treatment of RAS-mutated metastatic colorectal cancer (mCRC), addressing a large, underserved patient population with high unmet need. Onvansertib is also under investigation in other PLK1-driven cancers through ongoing investigator-initiated trials and has shown robust single agent clinical activity in hard-to-treat tumors. By targeting tumor vulnerabilities, we aim to overcome treatment resistance and deliver improved clinical outcomes for patients.

For more information, please visit https://www.cardiffoncology.com.

Forward-Looking Statements

Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified using words such as “anticipate,” “believe,” “forecast,” “estimated” and “intend” or other similar terms or expressions that concern Cardiff Oncology’s expectations, strategy, plans or intentions. These forward-looking statements are based on Cardiff Oncology’s current expectations and actual results could differ materially. There are several factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, the completion of the offering; the satisfaction of customary closing conditions related to the offering; the intended use of proceeds from the offering; the receipt of stockholder approval; clinical trials involve a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results; our clinical trials may be suspended or discontinued due to unexpected side effects or other safety risks that could preclude approval of our product candidate; results of preclinical studies or clinical trials for our product candidate could be unfavorable or delayed; our need for additional financing; uncertainty as to the outcome of pending litigation against Nerviano Medical Sciences S.r.l. with respect to our license agreement with Nerviano; risks related to business interruptions, including the outbreak of COVID-19 coronavirus and cyber-attacks on our information technology infrastructure, which could seriously harm our financial condition and increase our costs and expenses; uncertainties of government or third party payer reimbursement; dependence on key personnel; limited experience in marketing and sales; substantial competition; uncertainties of patent protection and litigation; dependence upon third parties; and risks related to failure to obtain FDA clearances or approvals and noncompliance with FDA regulations. There are no guarantees that our product candidate will be utilized or prove to be commercially successful. Additionally, there are no guarantees that future clinical trials will be completed or successful or that our product candidate will receive regulatory approval for any indication or prove to be commercially successful. Investors should read the risk factors set forth in Cardiff Oncology’s Form 10-K for the year ended December 31, 2025, and other periodic reports filed with the SEC. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and Cardiff Oncology does not undertake any obligation to update publicly such statements to reflect subsequent events or circumstances.

Investor Contact:
Candice Masse
astr partners
candice.masse@astrpartners.com

Media Contact:
Amy Bonanno
Lyra Strategic Advisory
abonanno@lyraadvisory.com

FAQ

What is the size and structure of Cardiff Oncology's (CRDF) July 2026 offering?

Cardiff Oncology is raising approximately $10 million in a registered direct offering of common shares and accompanying warrants. According to Cardiff Oncology, 8,571,429 shares will be sold at $1.05 per share plus warrant, alongside an insider tranche on separate terms.

At what prices is Cardiff Oncology (CRDF) selling shares in the July 2026 offering?

The main tranche is priced at $1.05 per share with an accompanying warrant, while participating officers and directors will purchase at $1.435 per share with warrant. According to Cardiff Oncology, these transactions are under definitive agreements in a registered direct structure.

How many shares and warrants are included in Cardiff Oncology's (CRDF) new financing?

Cardiff Oncology agreed to sell 8,571,429 common shares plus warrants for the same number, and insiders will buy 731,707 shares plus matching warrants. According to Cardiff Oncology, total potential warrant coverage reaches up to 9,303,136 additional shares.

What are the terms of the warrants in Cardiff Oncology's (CRDF) July 2026 offering?

The warrants have a $1.31 exercise price, become exercisable six months after issuance and after an authorized share increase, and last five and a half years. According to Cardiff Oncology, exercisability depends on stockholder approval of additional authorized common shares.

When is the closing date for Cardiff Oncology's (CRDF) registered direct offering?

The offering is expected to close on or about July 16, 2026, subject to customary closing conditions. According to Cardiff Oncology, timing could vary if these conditions are not satisfied as planned.

How will Cardiff Oncology (CRDF) use the proceeds from its July 2026 financing?

Cardiff Oncology currently intends to use net proceeds for working capital and other general corporate purposes. According to Cardiff Oncology, the approximately $10 million in gross proceeds will support ongoing corporate and operational needs.

Who is acting as placement agent for Cardiff Oncology's (CRDF) July 2026 offering?

H.C. Wainwright & Co. is serving as the exclusive placement agent for this registered direct offering. According to Cardiff Oncology, the securities are being issued under an effective SEC shelf registration, with a prospectus supplement to be filed.