Form 8-K

8-K — Cardiff Oncology, Inc.

Accession: 0001493152-26-048720

Filed: 2026-10-27

Period: 2026-10-22

CIK: 0001213037

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex99-1_001.jpg)

GRAPHIC (form8-k_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

--12-31

0001213037

2026-10-22

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM 8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 22, 2026

Cardiff

Oncology, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-35558

27-2004382

(State

or other jurisdiction

incorporation or organization)

(Commission

File Number)

IRS

Employer

Identification

No.)

11055

Flintkote Avenue

San

Diego, CA 92121

(Address

of principal executive offices)

Registrant’s

telephone number, including area code: (858) 952-7570

(Former

name or former address, if changed since last report)

Securities

registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s)

Name

of each exchange on which registered:

Common Stock

CRDF

The Nasdaq Capital Market

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communication

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material

pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of

1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02 Departure

of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

October 22, 2026, Dr. Roger Sidhu, Chief Medical Officer of Cardiff Oncology, Inc. (the “Company”) separated from the Company

in connection with a mutually agreed upon transition.

October 23, 2026, the Company entered into an amended and restated consulting agreement with Leila Alland Md Consultancy LLC (the “Agreement”)

pursuant to which Dr. Leila Alland will serve as interim Chief Medical Officer of the Company. The Agreement shall commence on October

23, 2026 and remain in effect until the earlier of (a) April 22, 2027 or (b) the date on which all services have been completed. Thereafter,

the Agreement may be extended by mutual agreement. Dr. Alland will be paid a monthly fee of $35,000 and will devote up to fifty percent

(50%) of her professional time as Chief Medical Officer.

Dr.

Alland has served as Chief Medical Officer at several clinical-stage biotechnology companies, including PMV Pharma, a precision oncology

company focused on p53; Affimed, an immuno-oncology company; and Tarveda Therapeutics, a company developing targeted drug conjugates.

Previously, she held leadership positions at AstraZeneca, Bristol Myers Squibb, Novartis and Schering-Plough, where she contributed to

the development and approvals of oncology therapies including Tagrisso®, Opdivo®, Tasigna® and Caelyx®. Dr. Alland currently

serves on the Board of Directors of Abeona Therapeutics.

Dr.

Alland received her medical degree from New York University and her bachelor’s degree from the University of Pennsylvania. She

completed her pediatric training at The Children’s Hospital of Philadelphia and her hematology/oncology training at Memorial Sloan

Kettering Cancer Center. She previously served on the faculty of Albert Einstein College of Medicine, where she cared for children with

cancer and conducted research focused on oncoproteins and epigenetics.

Opdivo®

is a registered trademark Bristol-Myers Squibb Company. Tagrisso® is a registered trademark of AstraZeneca PLC. Tasigna® is a

registered trademark of Novartis AG. Caelyx® is registered trademarks of Johnson & Johnson.

Item

5.03

Amendments to Articles

of Incorporation or Bylaws; Change in Fiscal Year

October 22, 2026, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation

(the “Certificate of Amendment”) with the Secretary of State of the State of Delaware and the Certificate of Amendment became

effective on filing. The Certificate of Amendment increased the authorized number of shares of common stock of the Company to 300,000,000.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate

of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item

7.01

Regulation FD Disclosure.

October 27, 2026, the Company issued a press release announcing the resignation of Dr. Sidhu as Chief Medical Officer and the appointment

of Dr. Alland as interim Chief Medical Officer. The press release is attached to this Current Report on Form 8-K as Exhibit

99.1.

The

information in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall

it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly

set forth by specific reference in such a filing.

Item

9.01. Financial

Statements and Exhibits

(d)

Exhibits.

3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Cardiff Oncology, Inc.

99.1

Press Release of Cardiff Oncology, Inc. dated October 27, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated:

October 27, 2026

CARDIFF

ONCOLOGY, INC.

By:

/s/

Mani Mohindru

Mani

Mohindru

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

Certificate

of Amendment of

Amended

and Restated Certificate of Incorporation of

Cardiff

Oncology, Inc.

Under

Section 242 of the Delaware General Corporation Law

Cardiff

Oncology, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby

certifies as follows:

The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by changing Paragraph “FOURTH (a)”,

so that, as amended, said Paragraph “FOURTH (a)” shall be and read as follows:

FOURTH:

(a) The total number of shares of capital stock which this Corporation is authorized to issue is three hundred twenty million (320,000,000)

shares, of which:

(i)

three hundred million (300,000,000) shares shall be designated as Common Stock, and shall have a par value of $.0001 per share;

(ii)

twenty million (20,000,000) shares shall be designated as Preferred Stock, and shall have a par value of $.001 per share; and

This Certificate of Amendment was duly adopted in accordance with Section 242 of the General

Corporation law of the State of Delaware. The Board of Directors duly adopted resolutions setting forth and declaring advisable this

Certificate of Amendment and directed that the proposed amendments be considered by the stockholders of the Corporation. A

special meeting of stockholders was duly called upon notice in accordance with Section 222 of the General Corporation law of the

State of Delaware and held on October 22, 2026, at which meeting the necessary number of shares were voted in favor of the proposed amendment.

The stockholders of the Corporation duly adopted this Certificate of Amendment.

WITNESS WHEREOF, I have signed this Certificate this 22nd day of October, 2026

/s/

Mani Mohindru

Mani

Mohindru

Chief

Executive Officer

-1-

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit 99.1

Cardiff

Oncology Appoints Leila Alland, MD, as Interim Chief Medical Officer

Seasoned

oncology executive brings extensive clinical development expertise and a track record of advancing innovative cancer therapies

SAN

DIEGO, Calif., October 27, 2026 — Cardiff Oncology, Inc. (Nasdaq: CRDF), a clinical-stage biotechnology company targeting RAS-mutated

cancer by leveraging PLK1 inhibition, today announced the appointment of Leila Alland, MD, as interim Chief Medical Officer. Dr. Alland

is a seasoned biopharmaceutical executive who has led multiple oncology drug development programs. Dr. Alland succeeds Roger Sidhu, MD,

who has stepped down from his role as Chief Medical Officer.

“We

are pleased to welcome Leila as interim Chief Medical Officer,” said Mani Mohindru, PhD, President and Chief Executive Officer

of Cardiff Oncology. “She brings a strong track record of leadership in advancing novel cancer therapies and is well-positioned

to guide our clinical strategy as we enter a pivotal phase in clinical development. Our randomized Phase 2 trial in first line RAS-mutated

metastatic colorectal cancer is still ongoing, and median PFS has not been reached in the onvansertib 30 mg plus FOLFIRI and bevacizumab

arm, our proposed Phase 3 regimen. All patients remaining on trial have now been on treatment for more than 18 months. We are at a defining

period for Cardiff as we prepare to initiate our registrational Phase 3 study in the first quarter of 2027. Leila’s expertise will

be instrumental as we advance this program and also evaluate the broader potential of PLK1 inhibition in other cancers with few treatment

options.”

“Despite

advances in the treatment of metastatic colorectal cancer, significant unmet needs remain, particularly for patients with RAS-mutated

disease,” said Dr. Alland. “I believe onvansertib’s differentiated approach, which targets a key vulnerability of RAS-mutated

tumors through PLK1 inhibition, holds significant promise for addressing these challenges and improving patient outcomes. I am excited

to take on this role at such an important stage in its development and help translate that promise into meaningful clinical benefit for

patients.”

Dr.

Alland has served as Chief Medical Officer at several clinical-stage biotechnology companies, including PMV Pharma, a precision oncology

company focused on p53; Affimed, an immuno-oncology company; and Tarveda Therapeutics, a company developing targeted drug conjugates.

Previously, she held leadership positions at AstraZeneca, Bristol Myers Squibb, Novartis and Schering-Plough, where she contributed to

the development and approvals of oncology therapies including Tagrisso®, Opdivo®, Tasigna®

and Caelyx®. Dr. Alland currently serves on the Board of Directors of Abeona Therapeutics Inc.

Dr.

Alland received her medical degree from New York University and her bachelor’s degree from the University of Pennsylvania. She

completed her pediatric training at The Children’s Hospital of Philadelphia and her hematology/oncology training at Memorial Sloan

Kettering Cancer Center. She previously served on the faculty of Albert Einstein College of Medicine, where she cared for children with

cancer and conducted research focused on oncoproteins and epigenetics.

-1-

Opdivo®

is a registered trademark Bristol-Myers Squibb Company. Tagrisso® is a registered trademark of AstraZeneca PLC. Tasigna®

is a registered trademark of Novartis AG. Caelyx® is registered trademarks of Johnson & Johnson.

About

Cardiff Oncology, Inc.

Cardiff

Oncology is a clinical-stage biotechnology company targeting RAS-mutated cancers via 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, uncertainties associated with clinical development and regulatory approvals; the possibility

that results from earlier clinical studies may not be predictive of future results; risks related to the timing, initiation, conduct

and completion of clinical trials; the Company’s need for additional financing; dependence on key personnel and third parties;

competition; intellectual property risks; and other factors described in Cardiff Oncology’s filings with the Securities and Exchange

Commission. There can be no assurance that onvansertib will receive regulatory approval for any indication or prove 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 Securities and Exchange Commission. 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

-2-

GRAPHIC

Filename: ex99-1_001.jpg · Sequence: 4

Binary file (2465 bytes)

Download ex99-1_001.jpg

GRAPHIC

Filename: form8-k_001.jpg · Sequence: 5

Binary file (1973 bytes)

Download form8-k_001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 10

v3.26.3

Cover

Oct. 22, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 22, 2026

Current Fiscal Year End Date

--12-31

Entity File Number

001-35558

Entity Registrant Name

Cardiff

Oncology, Inc.

Entity Central Index Key

0001213037

Entity Tax Identification Number

27-2004382

Entity Incorporation, State or Country Code

Entity Address, Address Line One

11055

Flintkote Avenue

Entity Address, City or Town

San

Diego

Entity Address, State or Province

Entity Address, Postal Zip Code

92121

City Area Code

(858)

Local Phone Number

952-7570

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock

Trading Symbol

CRDF

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration