Cardiff Oncology Files 8-K for Bylaw Changes

TL;DR

Cardiff Oncology updated its bylaws, filing an 8-K on 5/30/24.

AI Summary

Cardiff Oncology, Inc. filed an 8-K on May 30, 2024, reporting changes to its bylaws and other events. The company, formerly known as Trovagene, Inc., is incorporated in Delaware and operates in the biological products sector.

Why It Matters

This filing indicates internal governance adjustments within Cardiff Oncology, which could impact its operational structure and future strategic decisions.

Risk Assessment

Risk Level: low — The filing primarily concerns administrative changes to corporate bylaws, which typically carry low immediate risk.

Key Numbers

• 001-35558 — Commission File Number (Identifies the company's SEC filing record.)
• 27-2004382 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Cardiff Oncology, Inc. (company) — Registrant
• Trovagene, Inc. (company) — Former company name
• May 30, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• San Diego, CA (location) — Principal executive office address

FAQ

Key Financial Figures

• $3.51 — n March 7, 2024 at an exercise price of $3.51 per share to employees and officers of

Filing Documents

• crdf-20240530.htm (8-K) — 32KB
• a991ex060324.htm (EX-99.1) — 2KB
• crdf-20240530_g1.jpg (GRAPHIC) — 3KB
• 0001628280-24-026295.txt ( ) — 163KB
• crdf-20240530.xsd (EX-101.SCH) — 2KB
• crdf-20240530_lab.xml (EX-101.LAB) — 21KB
• crdf-20240530_pre.xml (EX-101.PRE) — 12KB
• crdf-20240530_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On May 30, 2024, the Board of Directors of Cardiff Oncology, Inc. (the "Company") amended the Company's By-laws to conform to the Company's long-standing public disclosures about the applicable voting standards for stockholder actions, including specifically that directors shall be elected by a plurality of the votes of the shares of stock present in person or represented by proxy at the meeting and entitled to vote thereon, and all other matters shall require approval by the affirmative vote of a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the subject matter. A copy of the amendment is filed as Exhibit 3.1 to this Form 8-K.

01 Other Events

Item 8.01 Other Events On May 30, 2024, the Board of Directors of the Company approved the rescinding of an aggregate of 1,697,712 shares of common stock issuable upon exercise of stock options granted on March 7, 2024 at an exercise price of $3.51 per share to employees and officers of the Company. On May 30, 2024, the Board of Directors of the Company approved the grant of an aggregate of 1,697,712 shares of common stock issuable upon exercise of stock options at an exercise price of $3.51 per share to employees and officers of the Company, subject to stockholder approval of an increase in the shares of common stock available for issuance pursuant to the Company's 2021 Equity Incentive Plan at the Company's annual meeting scheduled for June 20, 2024.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. 3.1 Amendment to By-laws of Cardiff Oncology, Inc. dated May 30, 2024 . 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: June 3, 2024 CARDIFF ONCOLOGY, INC. By: /s/ Mark Erlander Mark Erlander Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR