0001493152-24-050401.txt : 20241217 0001493152-24-050401.hdr.sgml : 20241217 20241217160619 ACCESSION NUMBER: 0001493152-24-050401 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20241217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cardiff Oncology, Inc. CENTRAL INDEX KEY: 0001213037 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 272004382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80378 FILM NUMBER: 241555674 BUSINESS ADDRESS: STREET 1: 11055 FLINTKOTE AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-952-7570 MAIL ADDRESS: STREET 1: 11055 FLINTKOTE AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: Trovagene, Inc. DATE OF NAME CHANGE: 20130304 FORMER COMPANY: FORMER CONFORMED NAME: TrovaGene Inc. DATE OF NAME CHANGE: 20110830 FORMER COMPANY: FORMER CONFORMED NAME: XENOMICS INC DATE OF NAME CHANGE: 20040719 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMMODORE CAPITAL LP CENTRAL INDEX KEY: 0001831942 ORGANIZATION NAME: IRS NUMBER: 832659606 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: 444 MADISON AVENUE STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-256-8600 MAIL ADDRESS: STREET 1: 444 MADISON AVENUE STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SCHEDULE 13G 1 primary_doc.xml SCHEDULE 13G 0001831942 XXXXXXXX LIVE Common Stock, $0.0001 par value 12/10/2024 0001213037 Cardiff Oncology, Inc. 14147L108 11055 FLINTKOTE AVENUE SAN DIEGO CA 92121 Rule 13d-1(c) COMMODORE CAPITAL LP DE 0.00 5384616.00 0.00 5384616.00 5384616.00 N 8.1 IA See Item 2 for additional information. Commodore Capital Master LP E9 0.00 5384616.00 0.00 5384616.00 5384616.00 N 8.1 OO See Item 2 for additional information. Cardiff Oncology, Inc. 11055 FLINTKOTE AVENUE, SAN DIEGO, CALIFORNIA, 92121. This report on Schedule 13G is being filed by Commodore Capital LP, a Delaware limited partnership (the "Firm") and Commodore Capital Master LP, a Cayman Islands exempted limited partnership ("Commodore Master"). The Firm is the investment manager to Commodore Master. As of December 10, 2024, the Firm may be deemed to beneficially own an aggregate of 5,384,616 shares of common stock, $0.0001 par value (the "Common Stock"), of the Issuer. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 66,524,182 shares of Common Stock reported as issued and outstanding in the Issuer's Rule 424(b)(5) Prospectus Supplement filed with the Securities and Exchange Commission on December 11, 2024. The address for the Firm and Commodore Master is: 444 Madison Avenue, Floor 35, New York, New York 10022. The Firm is a Delaware limited partnership and Commodore Master is a Cayman Islands exempted limited partnership. Y 5384616.00 8.1 0 5384616.00 0 5384616.00 Y N Y Y Y Y N 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, other than activities solely in connection with a nomination under § 240.14a-11. Exhibit 1 - JOINT FILING AGREEMENT COMMODORE CAPITAL LP /s/ Michael Kramarz Michael Kramarz, Managing Partner 12/17/2024 Commodore Capital Master LP /s/ Michael Kramarz Michael Kramarz, Authorized Signatory 12/17/2024 EX-1 2 ex-1.htm

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

Dated: December 17, 2024  
   
Commodore Capital LP  
     
By: /s/ Michael Kramarz  
Michael Kramarz, Managing Partner  
     
Commodore Capital Master LP  
     
By: /s/ Michael Kramarz  
Michael Kramarz, Authorized Signatory