What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-27 · 181 added, 126 removed, 691 unchanged (31% of the section changed)

8 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f).

Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles

generally accepted in the United States of America.

reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

All internal control systems, no matter how well designed, have inherent limitations.

44 unchanged sentences

Form of Warrant to Purchase Common Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on July 26, 2016).

Form of Warrant to Purchase Common Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on June 12, 2018).

Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.16 to Form 10-K filed on February 27, 2020).

33 unchanged sentences

dated June 30, 2023 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 9, 2023).

Form of Ninth Amendment to Standard Industrial Net Lease dated July 28, 2021 between Cardiff Oncology, Inc.

and BMR-Coast 9 LP

Cardiff Oncology, Inc.

Insider Trading Policy

Consent of BDO USA, P.C.

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Form 10-K filed on February 27, 2025)

Consent of Independent Registered Public Accounting Firm

Power of Attorney (included on signature page hereto).

21 unchanged sentences

CARDIFF ONCOLOGY, INC.

/s/ Mark Erlander

/s/ Mani Mohindru

February 24, 2026

Chief Executive Officer (Principal Executive Officer)

Interim Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark Erlander as his or her attorney-in-fact, with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mani Mohindru as her attorney-in-fact, with full power of substitution and resubstitution, for her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Mark Erlander

Chief Executive Officer

/s/ Mani Mohindru

Interim Chief Executive Officer

February 24, 2026

Mark Erlander

Mani Mohindru

(Principal Executive Officer)

/s/ James Levine

Chief Financial Officer

/s/ Brigitte Lindsay

Chief Accounting Officer

February 24, 2026

Brigitte Lindsay

(Principal Financial and Accounting Officer)

3 unchanged sentences

February 24, 2026

/s/ Mani Mohindru

/s/ Mark Erlander

February 24, 2026

Mani Mohindru

Mark Erlander

February 24, 2026

16 unchanged sentences

Report of Independent R egistered Public Accounting Firm

Board of Directors and Stockholders

Shareholders and Board of Directors

Cardiff Oncology, Inc.

4 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024 , and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has negative operating cash flows that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

18 unchanged sentences

As disclosed in Note 2 to the financial statements, the Company expenses research and development expenditures as incurred, which include costs relating to clinical trial activities.

The Company accrues costs for clinical trial activities based upon estimates of the services received and related expenses incurred that have yet to be invoiced by the service providers.

As of December 31, 2024, the Company’s clinical trial accrual balance of $4.4 million is included in accrued liabilities.

The Company’s related 2024 clinical trial expenses are included in research and development expense.

We identified accrued clinical trial expenses as a critical audit matter.

Specifically, (i) evaluating the completeness of the Company's clinical trial accruals, and (ii) progress of the clinical trials under the Company’s research and development agreements.

The Company considers several elements including the key terms of the clinical trial agreements, budgets, contract amendments, and the progress of clinical trials toward completion (which includes consideration of patient enrollment).

The Company accrues costs for clinical trial

activities based upon estimates of the services received and related expenses incurred that have yet to be invoiced by the service providers.

As of December 31, 2025, the Company recorded $3.8 million in clinical trial accruals.

We identified the estimation of accrued clinical trial expenses as a critical audit matter.

The Company considered several elements when estimating the accrued costs for clinical trial activities, including the key terms of the clinical trial agreements, budgets, contract amendments, and the progress of clinical trials towards completion (which included consideration of patient enrollment).

Auditing these elements involved especially challenging auditor judgment due to the nature of the audit evidence available to address these matters.

The primary procedures we performed to address the critical audit matter included:

• Testing management’s estimation of accrued clinical trial expenses by;

(i) obtaining and inspecting certain clinical trial agreements, budgets, and contract amendments, (ii) evaluating the Company’s documentation of progress of clinical trials (including consideration of patient enrollment), (iii) confirming certain amounts invoiced and amounts paid directly with service providers, and (iv) testing a sample of clinical trial expenses incurred .

• Testing the completeness of the Company’s accrued clinical trial expenses by;

(i) inspecting board of directors’ minutes to identify clinical trials, (ii) evaluating publicly available information (such as press releases, investor presentations and public databases that track clinical trials), (iii) inquiring of clinical staff outside of finance to gain an understanding of the progress of certain on-going clinical trials, and (iv) testing a sample of payments subsequent to year end.

• Testing management’s estimation of accrued clinical trial expenses by inspecting certain clinical trial agreements, budgets, and contract amendments;

evaluating the Company’s assessment of progress of clinical trials (including consideration of patient enrollment);

confirming certain amounts invoiced and amounts paid directly with a service provider;

and testing a sample of clinical trial expenses incurred.

• Testing the completeness of the Company’s accrued clinical trial expenses by inspecting board of directors’ minutes to identify clinical trials;

evaluating publicly available information (such as press releases, investor presentations and public databases that track clinical trials);

and inquiring of clinical staff to gain an understanding of the progress of a certain on-going clinical trial.

• Selecting subsequent payments for testing to evaluate the completeness of clinical trial accruals at the end of the year.

/s/ BDO USA, P.C.

32 unchanged sentences

Additional paid-in capital

Accumulated other comprehensive gain (loss)

Accumulated other comprehensive gain

Accumulated deficit

13 unchanged sentences

Other income (expense), net:

Interest income, net

Other expense, net

Total other income, net

Interest income

Other income (expense), net

Total other income (expense), net

Preferred stock dividend payable on Series A

21 unchanged sentences

Balance, December 31, 2023

Stock-based compensation

Other comprehensive gain

Balance, December 31, 2023

Modified-retrospective adoption of

7 unchanged sentences

Balance, December 31, 2024

Stock-based compensation

Issuance of common stock upon

exercise of warrants (3)

Issuance of common stock upon

cashless exercise of warrants

Issuance of common stock upon

exercise of stock options

Other comprehensive gain

Balance, December 31, 2025

(1) See Note 2.

(2) Net of expenses of $ 3.3 million.

(3) Net of expenses of $ 0.2 million.

The accompanying notes are an integral part of these financial statements.

6 unchanged sentences

Stock-based compensation expense

Amortization of right-of-use assets

Accretion of discounts on short-term investments, net

2 unchanged sentences

Prepaid expenses and other current assets

Operating lease right-of-use assets

Accounts payable and accrued liabilities

9 unchanged sentences

Proceeds from sales of common stock, net of expenses of $ 0 and $ 3,286 ,

Proceeds from exercise of warrants, net of expense of $ 169 and $ 0 , respectively

Proceeds from exercise of options

1 unchanged sentence

Net change in cash and cash equivalents

Cash and cash equivalents—Beginning of period

Cash and cash equivalents—End of period

Cash and cash equivalents—Beginning of year

Cash and cash equivalents—End of year

Supplementary disclosure of cash flow activity:

Supplemental disclosure of non-cash investing activities:

Cash paid for taxes

Purchases of unsettled short-term investments included in

accrued liabilities

The accompanying notes are an integral part of these financial statements.

4 unchanged sentences

Cardiff Oncology, Inc.

(“Cardiff Oncology” or the “Company”) headquartered in San Diego, California, is a clinical-stage biotechnology company leveraging Polo-like Kinase 1 (“PLK1”) inhibition, to develop novel therapies across a range of cancers.

The Company’s lead asset is onvansertib, a PLK1 inhibitor that is being evaluated in combination with standard-of-care ("SoC") therapeutics in clinical programs targeting indications such as RAS-mutated metastatic colorectal cancer (“mCRC”), as well as ongoing or planned investigator-initiated trials in metastatic pancreatic ductal adenocarcinoma (“mPDAC”), small cell lung cancer (“SCLC”), and triple negative breast cancer (“TNBC”).

(the “Company”) headquartered in San Diego, California, is a clinical-stage biotechnology company leveraging Polo-like Kinase 1 (“PLK1”) inhibition, to develop novel therapies across a range of cancers.

The Company’s lead asset is onvansertib, a PLK1 inhibitor that is being evaluated in combination with standard-of-care ("SoC") therapeutics in clinical programs targeting indications such as RAS-mutated metastatic colorectal cancer (“mCRC”), as well as investigator-initiated trials in metastatic pancreatic ductal adenocarcinoma (“mPDAC”), small cell lung cancer (“SCLC”), metastatic triple negative breast cancer (“mTNBC”), and Chronic Myelomonocytic Leukemia ("CMML").

These programs and the Company’s broader development strategy are designed to target tumor vulnerabilities in order to overcome treatment resistance and deliver superior clinical benefit compared to SoC alone.

The Company's common stock is listed on the Nasdaq Capital Market under the ticker symbol "CRDF".

Going Concern Uncertainty

The Company has incurred net losses since its inception and has negative operating cash flows.

As of December 31, 2024, the Company had $ 91.7 million in cash, cash equivalents and short-term investments and believes it has sufficient cash to meet its funding requirements for at least the next 12 months following the issuance date of these financial statements.

For the foreseeable future, the Company expects to continue to incur losses and require additional capital to further advance its clinical trial programs and support its other operations.

As of December 31, 2025, the Company had $ 58.3 million in cash, cash equivalents and short-term investments, which is not sufficient to meet its funding requirements for at least the next 12 months following the issuance date of these financial statements.

Management has performed an analysis and concluded that there exists a substantial doubt about the Company's ability to continue as a going concern.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

The Company's ability to continue as a going concern is dependent upon its ability to obtain additional equity or debt financing, obtain government grants or reduce expenditures.

The Company cannot be certain that additional funding will be available on acceptable terms, or at all.

1 unchanged sentence

Basis of Presentation and Summary of Significant Accounting Policies

The accompanying financial statements of Cardiff Oncology have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

Segment Reporting

26 unchanged sentences

The Company accrues costs for clinical trial activities based upon estimates of the services received and related expenses incurred that have yet to be invoiced by the Clinical Research Organizations ("CROs"), investigators, professional service providers, and other vendors providing clinical trial services (collectively, the “service providers”).

As of December 31, 2024 the Company’s clinical trial accrual balance of $ 4.4 million is included in accrued liabilities.

As of December 31, 2025 and 2024, the Company’s clinical trial accrual balance of $ 3.8 million and $ 4.4 million, respectively, is included in accrued liabilities.

The Company’s related clinical trial expenses are included in research and development expense.

3 unchanged sentences

Investment Securities

Investment transactions are recorded on the trade date, and purchases of investments that are settled after the balance sheet date are included in accrued liabilities.

All investments have been classified as “available-for-sale” and are carried at fair value as determined based upon quoted market prices or pricing models for similar securities at period end.

3 unchanged sentences

The Company has not realized any significant gains or losses on sales of available-for-sale investment securities during any of the periods presented.

As all the Company’s investment holdings are in the form of debt securities or certificates of deposit, unrealized gains and losses that are determined to be temporary in nature are reported as a component of accumulated other comprehensive loss.

A decline in the fair value of any security below cost that is deemed other than temporary

results in a charge to earnings and the establishment of a new cost basis for the security.

Company’s investment holdings are in the form of debt securities or certificates of deposit, unrealized gains and losses that are determined to be temporary in nature are reported as a component of accumulated other comprehensive loss.

A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the establishment of a new cost basis for the security.

Interest income is recognized when earned and is included in investment income, as are the amortization of purchase premiums and accretion of purchase discounts on investment securities.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and short-term investments.

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and short-term investments as follows:

Cash and Cash Equivalents

20 unchanged sentences

The Company estimates and records licensee’s sales based on historical usage rate and collectability.

• For sales-based royalties, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

• For sales-based royalties, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

Payment terms and conditions vary by contracts, although terms generally include a requirement of payment within 30 to 45 days after invoice.

2 unchanged sentences

Stock-based compensation expense is measured at the grant date based on the estimated fair value of the award and is recognized straight-line over the requisite service period of the individual grants, which typically equals the vesting period.

The Company estimates forfeitures based on its historical experience.

Fair Value of Financial Instruments

Financial instruments consist of cash equivalents, accounts receivable, and accounts payable.

Financial instruments consist of cash equivalents, investments, accounts receivable, and accounts payable.

The Company applies ASC 820 for financial assets and liabilities that are required to be measured at fair value and non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis.

4 unchanged sentences

The three levels of input defined by the authoritative guidance are as follows:

The Company measures certain assets and liabilities at fair value on a recurring basis using the three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The three tiers include:

• Level 1 — Quoted prices for identical instruments in active markets.

25 unchanged sentences

Our facilities lease agreement contains lease and non-lease components, such as common area maintenance.

We have elected to account for these lease and non-lease components of this agreement as a single lease component.

The Company elected to account for these lease and non-lease components of this agreement as a single lease component.

Leases with an initial term of 12 months or less are not recorded on the Company's balance sheets.

2 unchanged sentences

Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid.

Deferred taxes result from differences between the financial statement and tax bases of Cardiff Oncology’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted.

Deferred taxes result from differences between the financial statement and tax bases of assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted.

Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

The assessment of whether or not a valuation allowance is required often requires significant judgment.

The Company’s policy is to recognize the interest expense and/or penalties related to income tax matters as a component of income tax expense.

Contingencies

7 unchanged sentences

As the related goods are delivered or the services are performed, or when the goods or services are no longer expected to be provided, the deferred amounts are recognized as an expense.

Upfront and milestone payments to acquire contractual rights to licensed technology are expensed when incurred if there is uncertainty in the Company receiving future economic benefit from the acquired contractual

Certain contractual rights may require the Company to make additional milestone payments based on development and commercial milestones, and royalties based on sales volume.

19 unchanged sentences

The amendment is to be adopted through either a fully retrospective or modified retrospective method of transition.

Early adoption is permitted.

The Company adopted this standard as of January 1, 2024 using the modified-retrospective method .

As a result of the adoption, the Company reversed the accretion of preferred stock dividends originally recorded in 2005 related to the Series A Convertible Preferred Stock of $ 793,000 .

In November 2023, the FASB issued ASU 2023-07, Segment Reporting, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

The updated standard is effective for the Company's annual periods beginning December 31, 2024 and interim periods beginning in the first quarter of 2025.

Early adoption is permitted.

The Company has adopted this standard with additional disclosure contained in Note 2 to the financial statements.

Recent Accounting Pronouncement Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures.

ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024 and for private businesses for annual periods beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the impact of this guidance on its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, to enhance the transparency of certain expense disclosures.

The Company has adopted this standard as of January 1, 2025 using the retrospective method for the comparative period with additional disclosure contained in Note 8 Income Taxes .

Recent Accounting Pronouncement Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, to enhance the transparency of certain expense disclosures.

The update requires disclosure of specific expense categories in the notes to the financial statements at interim and annual reporting periods.

The update requires disaggregated information about certain prescribed expense categories underlying any relevant income statement expense caption.

The update requires disaggregated information about certain prescribed expense categories

underlying any relevant income statement expense caption.

The amendments in this update are effective for public entities for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

11 unchanged sentences

Maturity less than 1 year:

Certificate of deposit

Corporate debt securities

Commercial paper

government agencies

treasury securities

2 unchanged sentences

Corporate debt securities

treasury securities

Total maturity 1 to 2 years

7 unchanged sentences

Maturity less than 1 year:

Certificate of deposit

Corporate debt securities

Commercial paper

government agencies

treasury securities

Total maturity less than 1 year

1 unchanged sentence

Corporate debt securities

treasury securities

Total maturity 1 to 2 years

2 unchanged sentences

The amount of gains and losses reclassified out of other comprehensive loss for the period related to the sales of short-term investments was not material for the years ended December 31, 2025 and 2024.

We periodically review our portfolio of debt securities to determine if any investment is impaired due to credit loss or other potential valuation concerns.

For debt securities where the fair value of the investment is less than the amortized cost basis, we have assessed at the individual security level for various quantitative factors including, but not limited to, the nature of the investments, changes in credit ratings, interest rate fluctuations, industry analyst reports, and the severity of impairment.

Unrealized losses in investments available for sale debt securities at December 31, 2024, were substantially due to changes in interest rates, not due to increased credit risks associated with specific securities.

Accordingly, we have not recorded an allowance for credit losses.

It is not more likely than not that we will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity.

There were no unrealized loss positions greater than one year as of December 31, 2024.

Investments available for sale that have been in a continuous unrealized loss position for greater than one-year consist of the following:

As of December 31, 2023

(in thousands)

Fair Market Value

Gross Unrealized Loss

Corporate debt securities

The Company periodically reviews its portfolio of debt securities to determine if any investment is impaired due to credit loss or other potential valuation concerns.

For debt securities where the fair value of the investment is less than the amortized cost basis, the Company assessed at the individual security level various quantitative factors including, but not limited to, the nature of the investments, changes in credit ratings, interest rate fluctuations, industry analyst reports, and the severity of impairment.

Unrealized losses in available for sale debt securities at December 31, 2025, were substantially due to changes in interest rates, not due to increased credit risks associated with specific securities.

Accordingly, the Company has not recorded an allowance for credit losses.

It is not more

likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity.

There were no unrealized loss positions greater than one year as of December 31, 2025 and 2024.

Accrued Interest from Short-term Investments

20 unchanged sentences

Accrued compensation

Unsettled investments payable

Research agreements and services

9 unchanged sentences

Operating lease cost

Net operating lease cost

Supplemental balance sheet information related to leases was as follows:

20 unchanged sentences

Stockholders’ Equity

A summary of warrant activity and changes in warrants outstanding, including both liability and equity classifications, is presented below:

A summary of warrant activity and changes in warrants outstanding is presented below:

Weighted-Average

5 unchanged sentences

Balance outstanding, December 31, 2025

During the year ended December 31, 2025 , warrant holders cashless exercised 1,711,668 warrants, resulting in the issuance of 553,318 shares of common stock.

Series A Convertible Preferred Stock

6 unchanged sentences

Shares of the Series A Convertible Preferred Stock have no voting rights.

However, so long as any shares of Series A Convertible Preferred Stock are outstanding, the Company may not, without the affirmative vote of the holders of the shares of Series A Convertible Preferred Stock then outstanding, (a) adversely change the powers, preferences or rights given to the Series A Convertible Preferred Stock, (b) authorize or create any class of stock senior or equal to the Series A Convertible Preferred Stock, (c) amend its certificate of incorporation or other charter documents, so as to affect adversely any rights of the holders of

Series A Convertible Preferred Stock or (d) increase the authorized number of shares of Series A Convertible Preferred Stock.

3) Liquidation.

14 unchanged sentences

Sale of Common Stock

The shares of common stock sold by the Company during twelve months ended December 31, 2024 were pursuant to the Company’s effective shelf registration statement on Form S-3 (File No.

The shares of common stock sold by the Company during the year ended December 31, 2024, were pursuant to the Company’s effective shelf registration statement on Form S-3 (File No.

333‑264148), which was declared effective by the Securities and Exchange Commission on April 25, 2022.

During the twelve months ended December 31, 2024, the Company received net proceeds of $ 16.0 million from the sale of 6.3 million shares of its common stock under the Sales Agreement with Jefferies LLC.

During December 2024, the Company received net proceeds of $ 37.4 million from the sale of 15.4 million shares of its common stock from an underwritten registered direct offering.

During the year ended December 31, 2024, the Company received net proceeds of $ 16.0 million from the sale of 6.3 million shares of its common stock under the Sales Agreement with Jefferies LLC, and the Company received net proceeds of $ 37.4 million from the sale of 15.4 million shares of its common stock from an underwritten registered direct offering.

Stock-Based Compensation

9 unchanged sentences

As of December 31, 2025, an aggregate of 1,590,288 shares were issuable upon the exercise of inducement grant stock options approved by the Company.

Modification of Stock Options

In June 2023 the Company modified stock options for a departing employee.

The modification resulted in an incremental stock-based compensation expense of $ 0.6 million during the year ended December 31, 2023.

Rescinding and Reissuance of March 2024 Stock Options

22 unchanged sentences

Treasury obligations with maturities that correspond to the expected term of the Company’s stock options.

Dividend yield — Cardiff Oncology has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future.

Expected volatility — Based on the historical volatility of Cardiff Oncology’s common stock.

Dividend yield — The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future.

Expected volatility — Based on the historical volatility of the Company’s common stock.

Expected term — The expected term for options granted after January 1, 2023 is estimated based on the Company's historical employee data.

7 unchanged sentences

Balance outstanding, December 31, 2024

Forfeited and expired

Balance Outstanding, December 31, 2025

10 unchanged sentences

Money market fund

treasury securities

Total included in cash and cash equivalents

Available for sale investments:

Certificate of deposit

Corporate debt securities

Commercial paper

government agencies

treasury securities

8 unchanged sentences

Money market fund

treasury securities

Total included in cash and cash equivalents

Available for sale investments:

Certificate of deposit

Corporate debt securities

Commercial paper

government agencies

treasury securities

3 unchanged sentences

There were no transfers into or out of Level 3 during the years ended December 31, 2025 and 2024 .

At December 31, 2024 , Cardiff Oncology had federal net operating loss carryforwards (“NOLs”) of approximately $ 3.9 million which, if not used, will continue to expire through 2037, and federal net operating loss carryforwards of approximately $ 118.2 million, which do not expire.

Cardiff Oncology also has California NOLs of approximately $ 25.0 million which, if not used, will begin to expire in 2029.

Cardiff Oncology also has research and development tax credits available for federal and California purposes of approximately $ 2.2 million and $ 3.0 million, respectively.

The federal research and development tax credits will begin to expire on January 31, 2025.

The California research and development tax credits do not expire.

Pursuant to the Internal Revenue Code of 1986, as amended (the “Code”) Sections 382 and 383, annual use of a company’s NOL and research and development credit carryforwards may be limited if there is a cumulative change in ownership of greater than 50% within a three-year period.

The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change.

The Company completed an IRS Section 382 study through December 31, 2022, to assess the limitations on the use of its NOL carryforwards due to changes in ownership.

There have been two ownership changes prior to December 31, 2022, and any changes in ownership subsequent to December 31, 2022, may result in additional limitations.

If limited, the related tax asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance.

The Company has established a valuation allowance as the realization of such deferred tax assets has not met the more likely than not threshold requirement.

Due to the existence of the valuation allowance, further changes in the Company’s unrecognized tax benefits will not impact the Company’s effective tax rate.

The provision for income taxes based on losses from continuing operations consists of the following at December 31:

The Company's loss before income taxes is as follows:

(in thousands)

Years ended December 31,

Loss before income taxes

The provision for i ncome tax (benefit) expense consists of the following:

Years ended December 31,

(in thousands)

Total current provision

Total deferred (benefit) expense

Total current income tax (benefit) expense

Total deferred income tax (benefit) expense

Valuation allowance

Total income tax provision

Significant components of the Company’s taxes and the rates as of December 31 are shown below:

Total income tax (benefit) expense

Significant components of the Company’s taxes and the rates are shown below:

Years ended December 31,

(in thousands, except percentages)

Tax computed at the federal statutory rate

State tax, net of federal tax benefit

Permanent items

Stock based compensation

US federal statutory rate

State and local taxes net of federal income tax effect (1)

Research and development credits

Valuation allowance increase (decrease)

Provision for income taxes

Significant components of the Company’s deferred tax assets and liabilities from federal and state income taxes as of December 31 are shown below (in thousands):

Change in valuation allowance

Nontaxable or Nondeductible Items:

Officers' compensation

Stock-based compensation

Other adjustments

Change in unrecognized tax benefits

Effective income tax rate

(1) Income tax rate associated with the state of California.

Significant components of the Company’s deferred tax assets and liabilities from federal and state income taxes are shown below:

Years ended December 31,

13 unchanged sentences

Net deferred tax asset

A summary of changes to the Company's valuation allowance is presented below:

Years ended December 31,

(in thousands)

Deferred Tax Assets - Valuation Allowance

Balance at beginning of year

Federal increase/(decrease) charge to expenses

State increase/(decrease) charge to expenses

Balance at end of year

At December 31, 2025 , the Company had federal net operating loss carryforwards (“NOLs”) of approximately $ 2.0 million which, if not used, will continue to expire through 2037, and federal net operating loss carryforwards of approximately $ 141.7 million, which do not expire.

The Company also has California NOLs of approximately $ 26.0 million which, if not used, will begin to expire in 2029.

The Company also has research and development tax credits available for federal and California purposes of approximately $ 2.8 million and $ 3.4 million, respectively.

federal research and development tax credits will begin to expire in 2026.

The California research and development tax credits do not expire.

Since inception the Company has incurred continuing losses and expects to continue to incur losses for the foreseeable future.

The Company has recorded a full valuation allowance against its net deferred tax assets as it is more likely than not they will not be realized.

Cardiff Oncology does not have any unrecognized tax benefits.

Cardiff Oncology’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense, and no ne have been incurred to date.

The Company does not anticipate a significant change in unrecognized tax benefits over the next 12 months.

The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change.

The Company completed an IRS Section 382 study through December 31, 2022, to assess the limitations on the use of its NOL carryforwards due to changes in ownership.

There have been two ownership changes prior to December 31, 2022, and any changes in ownership subsequent to December 31, 2022, may result in additional limitations.

If limited, the related tax asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance.

The Company has established a valuation allowance as the realization of such deferred tax assets has not met the more likely than not threshold requirement.

Due to the existence of the valuation allowance, further changes in the Company’s unrecognized tax benefits will not impact the Company’s effective tax rate.

The Company is subject to taxation in the U.S.

1 unchanged sentence

Due to net operating losses, all tax years since inception remain open to examination.

The Company's gross unrecognized tax benefits are as follows:

Years ended December 31,

(in thousands)

Unrecognized tax benefits

Beginning balance

Increases related to prior year tax positions

Increases related to current year tax positions

Balance at end of year

As of December 31, 2025, the Company has gross unrecognized tax benefits of $ 0.9 million, none of which would affect the effective tax rate due to a full valuation allowance.

The Company has no accrual for interest or penalties on its balance sheet at December 31, 2025 and has no t recognized interest and/or penalties in its statement of operations for the year ended December 31, 2025.

The amounts of cash taxes paid are as follows:

(in thousands)

Years ended December 31,

Cash paid for income taxes

During the years ended December 31, 2025 and 2024 , the only jurisdiction with cash taxes paid that equaled or exceeded 5 % of total income taxes paid was California.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law.

The new tax law contains several key provisions affecting corporations including but are not limited to expensing of domestic specified research or experimental expenditures and one hundred percent bonus depreciation on eligible property after January 19, 2025.

In accordance with Accounting Standards Codification (ASC) 740, Income Taxes, the Company is required to recognize the effect of the tax law changes in the period of enactment, such as remeasuring the estimated U.S.

deferred tax assets and liabilities.

Because of a full valuation allowance, there is no effect to deferred tax assets and liabilities for year end December 31, 2025.

The Company will continue to apply OBBBA tax law changes as required or elected in future years.

Commitments and Contingencies

2 unchanged sentences

Research and Development and Clinical Trial Agreements

In March 2017, the Company entered into a license agreement with Nerviano which granted the Company development and commercialization rights to NMS-1286937, which Cardiff Oncology refers to as onvansertib.

In March 2017, the Company entered into a license agreement with Nerviano which granted the Company development and commercialization rights to NMS-1286937, which the Company refers to as onvansertib.

Terms of the agreement also provide for the Company to pay development milestones up to an aggregate of $ 15 million, commercial milestones, and royalties based on sales volume ranging from mid-single digits to low double digits.

21 unchanged sentences

Litigation is subject to inherent uncertainties, and an adverse result in matters may arise from time to time that may harm the Company’s business.

As of the date of this report, management believes that there are no claims against the Company, which could result in a material adverse effect on the Company’s business or financial condition.

License Agreement

On February 18, 2026, Nerviano sent the Company a written notice alleging that it is in material breach of the license agreement with respect to (i) alleged joint ownership of certain of its U.S.

12.144.813 and 12.263.173 (the “Cardiff Patents”) and (ii) the filing of a joint invention continuation patent application.

The Company is currently reviewing the notice and believes it has meritorious defenses to the allegations contained therein.

The Cardiff Patents were based on the results of the Company’s TROV-054 study with claims that cover the method of using onvansertib in combination with bevacizumab for the treatment of metastatic colorectal cancer patients who have not previously been treated with bevacizumab.

The Company intends to vigorously defend its rights under the license agreement.

If it is unable to cure or successfully dispute the alleged breach, Nerviano may have the right to terminate the license agreement.

This would have a material adverse effect on the Company’s business, financial condition, and results of operations, which cannot be reasonably estimated at this time.

Employee Benefit Plan

The Company has a defined contribution retirement plan under Section 401(k) of the Internal Revenue Service ("IRS") Code covering its employees.

The plan allows employees to defer, up to the maximum allowed, a

percentage of their income through contributions to the plan as allowed by IRS Code.

The plan allows employees to defer, up to the maximum allowed, a percentage of their income through contributions to the plan as allowed by IRS Code.

The Company does not currently make matching contributions.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures