Cardiff Oncology holders approve 300M common-share cap

The proposal received 37,675,355 votes for and 10,125,739 against, with 283,147 abstentions and 5 broker non-votes.

Rhea-AI Filing Summary

Cardiff Oncology, Inc. (CRDF) stockholders approved an amendment to increase authorized capital stock from 170,000,000 to 320,000,000 shares and authorized common stock from 150,000,000 to 300,000,000 shares.

At the October 22, 2026 Special Meeting, 48,084,246 common shares were represented, constituting a quorum. The proposal received 37,675,355 votes for, 10,125,739 against, 283,147 abstentions and 5 broker non-votes.

Filing Explained

The vote raises Cardiff Oncology’s authorized common-share ceiling from 150 million to 300 million, adding capacity for issuance rather than reporting an issuance. Under the supplied definition, dilution follows from issuing additional shares, so this approval alone does not establish a change in existing holders’ ownership percentages.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Authorized capital stock before amendment: 170,000,000 shares Authorized capital stock in approved amendment: 320,000,000 shares Authorized common stock before amendment: 150,000,000 shares +4 more

7 metrics

Authorized capital stock before amendment 170,000,000 shares Authorization stated in the amendment approved at the October 22, 2026 Special Meeting

Authorized capital stock in approved amendment 320,000,000 shares Authorization stated in the amendment approved at the October 22, 2026 Special Meeting

Authorized common stock before amendment 150,000,000 shares Authorization stated in the amendment approved at the October 22, 2026 Special Meeting

Authorized common stock in approved amendment 300,000,000 shares Authorization stated in the amendment approved at the October 22, 2026 Special Meeting

Votes for amendment 37,675,355 votes October 22, 2026 Special Meeting

Votes against amendment 10,125,739 votes October 22, 2026 Special Meeting

Shares represented 48,084,246 shares October 22, 2026 Special Meeting; constituted a quorum

Key Terms

authorized shares, quorum, Broker Non Vote

3 terms

authorized shares technical

"increase the number of authorized shares"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

quorum regulatory

"constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Broker Non Vote regulatory

"Broker Non Vote"

When a broker holds shares for a client but does not have the client’s instructions to vote on a particular corporate matter, the broker often cannot cast a ballot; this is called a broker non-vote. It matters to investors because those uncast votes can change whether proposals pass, especially on important governance or merger issues, so active voting by investors can directly influence company decisions like a missing voice in a group vote.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What share authorization did CRDF stockholders approve?

Stockholders approved an amendment increasing authorized capital stock from 170,000,000 to 320,000,000 shares and authorized common stock from 150,000,000 to 300,000,000 shares.

How did CRDF stockholders vote on the share authorization amendment?

The amendment received 37,675,355 votes for, 10,125,739 against, 283,147 abstentions and 5 broker non-votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/22/2026 - 04:30 PM EDT Accepted by SEC EDGAR 10/22/2026 - 04:30 PM EDT Learn about SEC filing dates

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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-

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB