Cardiff Oncology, Inc.

false 0001213037 0001213037 2026-10-22 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 (Commission IRS Employer of incorporation or organization) File Number) 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 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 ☐ If 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 5.07 Submission of Matters to a Vote of Security Holders On October 22, 2026, Cardiff Oncology, Inc. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”). A total of 48,084,246 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Special Meeting. The final results for the matter submitted to a vote of stockholders at the Special Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on August 26, 2026 is as follows: Proposal 1. An amendment to our Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of our capital stock from 170,000,000 to 320,000,000 and increase the number of authorized shares of our common stock from 150,000,000 to 300,000,000 was approved by the stockholders by the votes set forth in the table below: For Against Abstain Broker Non Vote 37,675,355 10,125,739 283,147 5 - 2 - 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 22, 2026 CARDIFF ONCOLOGY, INC. By: /s/ Mani Mohindru Mani Mohindru Chief Executive Officer - 3 -