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    Cardiff Oncology Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/26/25 4:30:47 PM ET
    $CRDF
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $CRDF alert in real time by email
    false 0001213037 0001213037 2025-06-26 2025-06-26 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): June 26, 2025

     

    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 June 26, 2025, Cardiff Oncology, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 38,649,891 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 29, 2025 are as follows:

     

    Proposal 1. All of the seven (7) nominees for director were elected to serve until the 2026 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the seven (7) directors was as follows:

     

    Directors  For   Against   Abstain   Broker Non Vote 
    Mark Erlander, Ph.D.   20,509,615    0    1,488,425    16,651,851 
    Dr. Rodney Markin   20,730,735    0    1,267,304    16,651,852 
    Dr. James O. Armitage   20,521,597    0    1,476,443    16,651,851 
    Lale White   20,380,890    0    1,617,150    16,651,851 
    Gary W. Pace, Ph.D.   21,230,105    0    767,935    16,651,851 
    Mani Mohindru, Ph.D.   20,590,042    0    1,407,999    16,651,850 
    Renee P. Tannenbaum, Pharm.D.   20,560,088    0    1,437,951    16,651,852 

     

    Proposal 2. The appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for its fiscal year ended December 31, 2025 was ratified and approved by the stockholders by the votes set forth in the table below:

     

    For   Against   Abstain   Broker Non Vote
    36,346,950   1,233,336   1,069,603   2

     

    Proposal 3. An amendment to the Company’s 2021 Equity Incentive Plan to increase the number of shares issuable thereunder to 12,150,000 shares was approved by the stockholders by the votes set forth in the table below:

     

    For   Against   Abstain   Broker Non Vote
    16,897,666   4,974,504   125,867   16,651,854

     

    Proposal 4. The advisory vote on the compensation of the Company’s named executive officers was approved by the stockholders by the votes set forth in the table below:

     

    For   Against   Abstain   Broker Non Vote
    18,881,817   2,576,465   539,755   16,651,854

     

    -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: June 26, 2025

     

      CARDIFF ONCOLOGY, INC.
       
      By: /s/ Mark Erlander
        Mark Erlander
        Chief Executive Officer

     

    -3-

     

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