Statement of Ownership (sc 13g)
August 28 2020 - 5:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
CARDIFF
ONCOLOGY, INC.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
14147L108
(CUSIP
Number)
August
19, 2020
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ]
Rule 13d-1(b)
[X]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 14147L108
|
13G
|
Page 2 of 8 Pages
|
|
NAMES
OF REPORTING PERSONS
|
|
Opaleye
Management Inc.
|
|
|
1
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
20-5648796
|
|
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
[ ]
|
2
|
(b)
[ ]
|
|
SEC
USE ONLY
|
|
|
3
|
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
4
|
Massachusetts
|
NUMBER
OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
|
|
SOLE
VOTING POWER
|
|
|
5
|
0
|
|
SHARED
VOTING POWER
|
|
|
6
|
1,248,000
|
|
SOLE
DISPOSITIVE POWER
|
|
|
7
|
0
|
|
SHARED
DISPOSITIVE POWER
|
|
|
8
|
1,248,000
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
9
|
1,248,000
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
10
|
[ ]
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
11
|
5.37%*
|
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
12
|
CO
|
*
Based upon 23,227,893 shares of common stock issued and outstanding as of August
6, 2020 reported by the Issuer on its Form 10-Q filed with the Securities and Exchange Commission on August 11, 2020. This calculation
does not include the exercise or conversion of outstanding securities of the Company.
CUSIP No. 14147L108
|
13G
|
Page 3 of 8 Pages
|
|
NAMES
OF REPORTING PERSONS
|
1
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Opaleye,
L.P.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
[ ]
|
2
|
(b)
[ ]
|
|
SEC
USE ONLY
|
|
|
3
|
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
4
|
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
|
|
SOLE
VOTING POWER
|
|
|
5
|
0
|
|
SHARED
VOTING POWER
|
|
|
6
|
1,248,000
|
|
SOLE
DISPOSITIVE POWER
|
|
|
7
|
0
|
|
SHARED
DISPOSITIVE POWER
|
|
|
8
|
1,248,000
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
9
|
1,248,000
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
10
|
[ ]
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
11
|
5.37%
*
|
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
12
|
PN
|
*
Based upon 23,227,893 shares of common stock issued and outstanding as of August
6, 2020 reported by the Issuer on its Form 10-Q filed with the Securities and Exchange Commission on August 11, 2020. This calculation
does not include the exercise or conversion of outstanding securities of the Company.
CUSIP No. 14147L108
|
13G
|
Page 4 of 8 Pages
|
|
NAMES
OF REPORTING PERSONS
|
1
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James
Silverman
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a)
[ ]
|
2
|
(b)
[ ]
|
|
SEC
USE ONLY
|
|
|
3
|
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
4
|
United
States
|
NUMBER
OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:
|
|
SOLE
VOTING POWER
|
|
|
5
|
0
|
|
SHARED
VOTING POWER
|
|
|
6
|
1,248,000
|
|
SOLE
DISPOSITIVE POWER
|
|
|
7
|
0
|
|
SHARED
DISPOSITIVE POWER
|
|
|
8
|
1,248,000
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
9
|
1,248,000
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
10
|
[ ]
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
11
|
5.37%
*
|
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
12
|
IN
|
*
Based upon 23,227,893 shares of common stock issued and outstanding as of August
6, 2020 reported by the Issuer on its Form 10-Q filed with the Securities and Exchange Commission on August 11, 2020. This calculation
does not include the exercise or conversion of outstanding securities of the Company.
CUSIP No. 14147L108
|
13G
|
Page 5 of 8 Pages
|
Item
1(a).
|
Name
of Issuer:
|
|
|
|
The
name of the issuer is Cardiff Oncology, Inc. (the “Company”).
|
|
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
|
|
|
The
Company’s principal executive offices are located at 11055 Flintkote Avenue, San Diego, California 92121.
|
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Item
2(a).
|
Name
of Person Filing.
|
|
|
|
This
statement is filed by the entities and persons listed below, who are collectively referred to herein as “Reporting
Persons” with respect to the shares of common stock of the Company:
|
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Opaleye
Fund
|
|
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Opaleye,
L.P. (the “Opaleye Fund”), a private fund formed in the state of Delaware.
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|
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Investment
Manager
|
|
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|
Opaleye
Management Inc. (the “Investment Manager”), with respect to the shares of common stock held by the Opaleye
Fund, a private fund to which the Investment Manager serves as investment manager. The Investment Manager also serves as a
portfolio manager for a separate managed account (the “Managed Account”) and may be deemed to indirectly
beneficially own securities owned by the Managed Account. The Investment Manager disclaims beneficial ownership of the shares
held by the Managed Account.
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Reporting
Individual
|
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|
Mr.
James Silverman (the “Reporting Individual”), with respect to the shares of common stock held by the Opaleye
Fund. Mr. Silverman is the President of the Investment Manager.
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Item
2(b).
|
Address
of Principal Business Office or, if None, Residence.
|
|
|
|
One
Boston Place, 26th Floor
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Boston,
Massachusetts 02108
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|
Item
2(c).
|
Citizenship.
|
|
|
|
Citizenship
is set forth in Row 4 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting
Person.
|
|
|
Item
2(d).
|
Title
of Class of Securities.
|
|
|
|
Common
Stock, $0.0001 par value per share
|
|
|
Item
2(e).
|
CUSIP
Number.
|
|
|
|
14147L108
|
CUSIP No. 14147L108
|
13G
|
Page 6 of 8 Pages
|
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether
the Person Filing is a:
|
|
(a)
|
[ ]
|
Broker
or dealer registered under Section 15 of the Exchange Act.
|
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|
|
|
|
(b)
|
[ ]
|
Bank
as defined in Section 3(a)(6) of the Exchange Act.
|
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(c)
|
[ ]
|
Insurance
company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
|
[ ]
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Investment
company registered under Section 8 of the Investment Company Act.
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(e)
|
[ ]
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An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
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(f)
|
[ ]
|
An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
|
[ ]
|
A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
|
[ ]
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A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
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(i)
|
[ ]
|
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act;
|
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|
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(j)
|
[ ]
|
A
non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
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|
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(k)
|
[ ]
|
Group,
in accordance with Rule 13d-1(b)(1)(ii)(K).
|
If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
Item
4. Ownership.
(a)
|
|
Amount
beneficially owned:
|
|
|
|
|
|
Opaleye
Management Inc. — 1,248,000 shares of common stock*
|
|
|
Opaleye,
L.P. — 1,248,000 shares of common stock*
|
|
|
James
Silverman — 1,248,000 shares of common stock*
|
*
Includes 48,000 shares of common stock held by the Managed Account
(b)
|
|
Percent
of class:
|
|
|
|
|
|
Opaleye
Management Inc. — 5.37%**
|
|
|
Opaleye,
L.P. — 5.37%**
|
|
|
James
Silverman — 5.37%**
|
**
Based upon 23,227,893 shares of common stock issued and outstanding as of August
6, 2020 reported by the Issuer on its Form 10-Q filed with the Securities and Exchange Commission on August 11, 2020. This calculation
does not include the exercise or conversion of outstanding securities of the Company.
CUSIP No. 14147L108
|
13G
|
Page 7 of 8 Pages
|
(c)
|
|
Number
of shares as to which the person has:
|
|
|
|
|
|
|
|
(i)
|
|
Sole
power to vote or to direct the vote:
|
|
|
|
|
|
|
|
|
|
Opaleye
Management Inc. — 0 shares
|
|
|
|
|
Opaleye,
L.P. — 0 shares
|
|
|
|
|
James
Silverman — 0 shares
|
|
|
|
|
|
|
|
(ii)
|
|
Shared
power to vote or to direct the vote:
|
|
|
|
|
|
|
|
|
|
Opaleye
Management Inc. — 1,248,000 shares of common stock*
|
|
|
|
|
Opaleye,
L.P. — 1,248,000 shares of common stock*
|
|
|
|
|
James
Silverman — 1,248,000 shares of common stock*
|
* Includes 48,000 shares of common stock held by the Managed Account
|
|
(iii)
|
|
Sole
power to dispose or to direct the disposition of:
|
|
|
|
|
|
|
|
|
|
Opaleye
Management Inc. — 0 shares
|
|
|
|
|
Opaleye,
L.P. — 0 shares
|
|
|
|
|
James
Silverman — 0 shares
|
|
|
|
|
|
|
|
(iv)
|
|
Shared
power to dispose or to direct the disposition of:
|
|
|
|
|
|
|
|
|
|
Opaleye
Management Inc. — 1,248,000 shares of common stock*
|
|
|
|
|
Opaleye,
L.P. — 1,248,000 shares of common stock*
|
|
|
|
|
James
Silverman — 1,248,000 shares of common stock*
|
*
Includes 48,000 shares of common stock held by the Managed Account
Item
5. Ownership of Five Percent or Less of a Class.
Not
applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company
or Control Person.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No. 14147L108
|
13G
|
Page 8 of 8 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
August 28, 2020
|
By:
|
/s/
James Silverman
|
|
|
James
Silverman
|
|
|
|
|
Opaleye,
L.P.
|
|
|
|
Date:
August 28, 2020
|
By:
|
/s/
James Silverman
|
|
Name:
|
James
Silverman
|
|
Title:
|
Managing Member of Opaleye
GP LLC, the General Partner of Opaleye, L.P.
|
|
|
|
|
Opaleye
Management Inc.
|
|
|
|
Date:
August 28, 2020
|
By:
|
/s/
James Silverman
|
|
Name:
|
James
Silverman
|
|
Title:
|
President
|
JOINT
FILING AGREEMENT
This
Joint Filing Agreement, dated August 28, 2020, is entered into by and among Opaleye Management Inc., a Massachusetts corporation,
Opaleye, L.P., a Delaware limited partnership and James Silverman, an individual (collectively referred to herein as (the “Filers”).
Each of the Filers may be required to file with the U.S. Securities and Exchange Commission a statement on Schedule 13G with respect
to shares of common stock, $0.0001 par value per share, of Cardiff Oncology, Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers
hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties,
and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint
Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice
as the Filers may mutually agree.
DATED:
August 28, 2020
|
By:
|
/s/
James Silverman
|
|
|
James
Silverman
|
|
|
|
|
Opaleye,
L.P.
|
|
|
|
|
By:
|
/s/
James Silverman
|
|
Name:
|
James
Silverman
|
|
Title:
|
Managing
Member of Opaleye
GP LLC, the General Partner of
Opaleye, L.P.
|
|
|
|
|
Opaleye
Management Inc.
|
|
|
|
|
By:
|
/s/
James Silverman
|
|
Name:
|
James
Silverman
|
|
Title:
|
President
|
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