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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
of
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 ☐
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
5.02 | Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On
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.
On
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 |
On
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. |
On
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 |
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.
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