Current Report Filing (8-k)
April 12 2022 - 04:12PM
Edgar (US Regulatory)
0001213037FALSE00012130372022-04-072022-04-07
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):
April 7, 2022
Cardiff Oncology, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-35558
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27-2004382 |
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(State or other jurisdiction |
(Commission
File Number)
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IRS Employer |
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of incorporation or organization) |
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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:
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Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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Common Stock
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CRDF
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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:
o
Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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 o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On April 12, 2022, Cardiff Oncology, Inc. (the “Company”) announced
that Katherine Ruffner, M.D., the Company’s Chief Medical Officer,
will be leaving the Company on April 22, 2022, to pursue a new
opportunity. Sandra L. Silberman, M.D., Ph.D., who previously acted
as a chief medical advisor to Cardiff Oncology from June 2017 to
July 2021, has agreed to serve as the Company’s senior medical
advisor and oversee its clinical trials and clinical operations
team on an interim basis.
On April 7, 2022, the Company entered into a separation agreement
(the “Separation Agreement”) with Dr. Ruffner. The Separation
Agreement provides for a customary general release of claims. In
addition, the Company will pay Dr. Ruffner (i) a cash payment of
$75,000, less normal and customary tax withholdings, (ii) her base
salary through April 22, 2022, (iii) any accrued but unused paid
time off through April 22, 2022, and (iv) reimbursement of any
unpaid expenses as prescribed by applicable Company
policy.
To be entitled to the benefits described above, Dr. Ruffner must:
(a) not revoke the Separation Agreement within the seven (7) day
revocation period following the date she signed the Separation
Agreement; and (b) comply with her obligations under the Separation
Agreement.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on April 12, 2022, announcing
Dr. Ruffner’s departure as described herein. The press release
making this announcement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the
information in this Item 7.01, including Exhibit 99.1, shall not be
deemed to be “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, and shall not be
incorporated by reference into any registration statement or other
document filed under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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:
April 12, 2022
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CARDIFF ONCOLOGY, INC. |
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By: |
/s/ Mark Erlander |
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Mark Erlander |
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Chief Executive Officer |
Cardiff Oncology (NASDAQ:CRDF)
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