Cardiff Oncology, Inc.
For the period ended Aug 26, 2026. Filed Aug 26, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 26, 2026 · Filed Aug 26, 2026
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
DEF 14A 1 crdf_def_14a_special_pro.htm DEF 14A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant o
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | ||
|---|---|---|
| ☒ | No fee required. | |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
11055 Flintkote Avenue
San Diego, CA 92121
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on October 22, 2026
Dear Stockholder:
We are pleased to invite you to attend the special meeting of stockholders (the “Special Meeting”) of Cardiff Oncology, Inc. (“Cardiff” or the “Company”), which will be held on October 22, 2026 at 8:00 a.m. local time at our offices, located at 11055 Flintkote Avenue, San Diego, CA 92121, for the following purposes:
To adopt and approve an amendment to our Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of our capital stock from 170,000,000 to 320,000,000 and increase the number of authorized shares of our common stock from 150,000,000 to 300,000,000 (Proposal 1); and
To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event that there are insufficient votes for the adoption and approval of Proposal 1 (Proposal 2).
Cardiff Oncology's Board of Directors has fixed the close of business on August 26, 2026 as the record date for a determination of stockholders entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof.
If You Plan to Attend
Please note that space limitations make it necessary to limit attendance of the Special Meeting to our stockholders. Registration and seating will begin at 7:30 a.m. Shares of common stock can be voted at the Special Meeting only if the holder thereof is present in person or by valid proxy.
For admission to the Special Meeting, each stockholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of stock ownership as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the Special Meeting. If you do not plan on attending the Special Meeting, please vote as soon as possible ether by internet or mail. Even if you do plan to attend the Special Meeting, we recommend that you vote your shares at your earliest convenience in order to ensure your representation at the Special Meeting. Your vote is very important.
If you have any questions or need assistance voting your shares, please call Alliance Advisors, LLC at:
Alliance Advisors, LLC
150 Clove Road, Suite 400
Little Falls, NJ 07424
North American Toll Free Phone:
1-(833)-218-4471
Email: CRDF@allianceadvisors.com
Call Collect Outside North America: +1 (209) 637-2966
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on October 22, 2026 at 8:00 a.m. local time at 11055 Flintkote Avenue, San Diego, CA 92121.
The proxy statement is available at https://annualgeneralmeetings.com/crdfsp2026.
By the Order of the Board of Directors
/s/ Dr. Rodney S. Markin MD, Ph.D.
Dr. Rodney S. Markin MD, Ph.D.
Chairman of the Board of Directors
Dated: August 26, 2026
Whether or not you expect to attend the Special Meeting in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Special Meeting. Promptly voting your shares will save Cardiff Oncology the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the Special Meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.