Cardiff Oncology, Inc.
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
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FY2025 · Filed Feb 24, 2026
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Power of Attorney (included on signature page hereto)
POWEROF ATTORNEY
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.
| SIGNATURE | TITLE | DATE |
|---|---|---|
| /s/ Mani Mohindru | Interim Chief Executive Officer | February 24, 2026 |
| Mani Mohindru | (Principal Executive Officer) | |
| /s/ Brigitte Lindsay | Chief Accounting Officer | February 24, 2026 |
| Brigitte Lindsay | (Principal Financial and Accounting Officer) | |
| /s/ Rodney S. Markin | Chairman of the Board and Director | February 24, 2026 |
| Rodney S. Markin | ||
| /s/ James O. Armitage | Director | February 24, 2026 |
| James O. Armitage | ||
| /s/ Mark Erlander | Director | February 24, 2026 |
| Mark Erlander | ||
| /s/ Gary W. Pace | Director | February 24, 2026 |
| Gary W. Pace | ||
| /s/ Renee Tannenbaum | Director | February 24, 2026 |
| Renee Tannenbaum | ||
| /s/ Lâle White | Director | February 24, 2026 |
| Lâle White | ||
CARDIFF ONCOLOGY, INC.
Index to Finan cial Statements
| Report of Independent Registered Public Accounting Firm (BDO USA, P.C.; San Diego, CA; PCAOB ID#243) | F-2 |
|---|---|
| Balance Sheets | F-4 |
| Statements of Operations | F-5 |
| Statements of Comprehensive Loss | F-6 |
| Statements of Stockholders’ Equity | F-7 |
| Statements of Cash Flows | F-8 |
| Notes to Financial Statements | F-9 |
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
San Diego, California
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Cardiff Oncology, Inc. (the “Company”) as of December 31, 2025 and 2024, the related statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). 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
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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, 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 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.
We have served as the Company’s auditor since 2007.
San Diego, California
February 24, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.