UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Cardiff Oncology, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 14147L108 |
| (CUSIP Number) |
| December 31, 2021 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ 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).
SCHEDULE 13G
| CUSIP No. | 14147L108 |
| 1 | Names of reporting persons | ||
| Corriente Advisors, LLC | |||
| 2 | Check the appropriate box if a member of a group (see instructions) | ||
| (a)
¨ (b) ¨ | |||
| 3 | SEC use only | ||
| 4 | Citizenship or place of organization | ||
| Delaware | |||
|
Number of shares beneficially owned by each reporting person with: |
5 | Sole voting power | |
| 0 | |||
| 6 | Shared voting power | ||
| 0 | |||
| 7 | Sole dispositive power | ||
| 0 | |||
| 8 | Shared dispositive power | ||
| 0 | |||
| 9 | Aggregate amount beneficially owned by each reporting person | ||
| 0 | |||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | ||
| ¨ | |||
| 11 | Percent of class represented by amount in Row (9) | ||
| 0.0% | |||
| 12 | Type of reporting person (see instructions) | ||
| OO | |||
2
| CUSIP No. | 14147L108 |
| 1 | Names of reporting persons | ||
| Corriente Master Fund II, LP | |||
| 2 | Check the appropriate box if a member of a group (see instructions) | ||
| (a) ¨ (b) ¨ | |||
| 3 | SEC use only | ||
| 4 | Citizenship or place of organization | ||
| Cayman Islands | |||
Number of shares beneficially owned by each reporting person with: |
5 | Sole voting power | |
| 0 | |||
| 6 | Shared voting power | ||
| 0 | |||
| 7 | Sole dispositive power | ||
| 0 | |||
| 8 | Shared dispositive power | ||
| 0 | |||
| 9 | Aggregate amount beneficially owned by each reporting person | ||
| 0 | |||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | ||
| ¨ | |||
| 11 | Percent of class represented by amount in Row (9) | ||
| 0.0% | |||
| 12 | Type of reporting person (see instructions) | ||
| PN | |||
3
| CUSIP No. | 14147L108 |
| 1 | Names of reporting persons | ||
| Mark L. Hart III | |||
| 2 | Check the appropriate box if a member of a group (see instructions) | ||
| (a)
¨ (b) ¨ | |||
| 3 | SEC use only | ||
| 4 | Citizenship or place of organization | ||
| United States of America | |||
|
Number of shares beneficially owned by each reporting person with: |
5 | Sole voting power | |
| 0 | |||
| 6 | Shared voting power | ||
| 0 | |||
| 7 | Sole dispositive power | ||
| 0 | |||
| 8 | Shared dispositive power | ||
| 0 | |||
| 9 | Aggregate amount beneficially owned by each reporting person | ||
| 0 | |||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | ||
| ¨ | |||
| 11 | Percent of class represented by amount in Row (9) | ||
| 0.0% | |||
| 12 | Type of reporting person (see instructions) | ||
| IN | |||
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Explanatory Note
This Amendment No. 1 (this “Amendment”) amends, in its entirety, the statement on Schedule 13G originally filed on February 16, 2021 (the “Schedule 13G”) by the Reporting Persons (defined below). This Amendment reflects that, as of the date hereof, each Reporting Person has ceased to be the beneficial owner of more than 5% of any class of securities of the Issuer. This Amendment is the final amendment to the Schedule 13G.
| Item 1(a) | Name of issuer: |
Cardiff Oncology, Inc.
| Item 1(b) | Address of issuer’s principal executive offices: |
11055 Flintkote Avenue, San Diego, California 92121
| Item 2(a) | Name of person filing: |
This Amendment is being filed on behalf of each of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”)
| i) | Corriente Advisors, LLC (“Corriente Advisors”); |
| ii) | Corriente Master Fund II, LP (“Corriente Master Fund II”); and |
| iii) | Mark L. Hart III (“Mr. Hart”). |
This Amendment relates to shares of common stock of the Issuer, par value $0.0001 per share (“Shares”), that were previously directly held by Corriente Master Fund II. Corriente Advisors acts as an investment adviser to, and manages investment and trading accounts of, Corriente Master Fund II. Corriente Advisors may be deemed to indirectly beneficially own securities held by Corriente Master Fund II. Mr. Hart is the Chairman and Chief Executive Officer of Corriente Advisors. Mr. Hart may be deemed to indirectly beneficially own securities held by Corriente Master Fund II. As of the date hereof, none of the Reporting Persons beneficially own any Shares or warrants or options to purchase Shares.
Each Reporting Person declares that neither the filing of this Amendment or the Schedule 13G nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
| Item 2(b) | Address or principal business office or, if none, residence: |
The address of the principal business office of each of the Reporting Persons is 1401 Foch St, Suite 100, Fort Worth, TX 76107.
| Item 2(c) | Citizenship: |
| i) | Corriente Advisors is a Delaware limited liability company; |
| ii) | Corriente Master Fund II is a Cayman Islands limited partnership; and |
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| iii) | Mr. Hart is a citizen of the United States of America. |
| Item 2(d) | Title of Class of Securities: |
Common Stock, par value $0.0001 per share
| Item 2(e) | CUSIP No.: |
14147L108
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ¨ Insurance company defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | x An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
| (j) | ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______________.
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| Item 4. | Ownership
As of the date hereof, for each of the Reporting Persons: |
| (a) Amount beneficially owned: | 0 | |
| (b) Percent of class: | 0.0% | |
| (c) Number of shares as to which such person has: | ||
| (i) Sole power to vote or direct the vote: | 0 | |
| (ii) Shared power to vote or direct the vote: | 0 | |
| (iii) Sole power to dispose or to direct the disposition of: | 0 | |
| (iv) Shared power to dispose or to direct the disposition of: | 0 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
| 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 on 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. | Certifications. |
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.
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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.
Dated: February 14, 2022
| CORRIENTE ADVISORS, LLC | |
| /s/ Matthew Gilman | |
| Chief Financial Officer |
| CORRIENTE MASTER FUND II, LP | |
| /s/ Matthew Gilman | |
| Chief Financial Officer of Corriente Advisors, LLC, the Investment Manager of Corriente Master Fund II, LP |
| MARK L. HART III | |
| /s/ Mark L. Hart III | |
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EXHBIT INDEX
| Exhibit | Page No. | |
| A. Joint Filing Agreement | 10 |
9
EXHBIIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of common stock, par value $0.0001 per share, of Cardiff Oncology, Inc. dated as of February 14, 2022 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| CORRIENTE ADVISORS, LLC | |
| /s/ Matthew Gilman | |
| Chief Financial Officer |
| CORRIENTE MASTER FUND II, LP | |
| /s/ Matthew Gilman | |
| Chief Financial Officer of Corriente Advisors, LLC, the Investment Manager of Corriente Master Fund II, LP |
| MARK L. HART III | |
| /s/ Mark L. Hart III |