Current Report Filing (8-k)

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)


Delaware	001-35558	27-2004382
(State or other jurisdiction	(Commission File Number)	IRS Employer
of incorporation or organization)		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:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.


99.1			Press Release of Cardiff Oncology, Inc. dated April 12 , 2022.

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