Cardiff Oncology, Inc.

1. Organization and Basis of Presentation

Business Organization and Overview

Cardiff Oncology, Inc. (“Cardiff Oncology” or the “Company”), headquartered in San Diego, California, is a clinical-stage biotechnology company advancing innovative cancer treatments focused on Polo-like Kinase 1 (“PLK1”) inhibition, a validated oncology target with practice-changing potential. The Company’s lead asset, onvansertib, is a highly specific, oral PLK1 inhibitor currently being evaluated in a Phase 2 trial for first-line treatment of RAS-mutated metastatic colorectal cancer (“mCRC”), addressing a large, underserved patient population with high unmet need. Onvansertib is also under investigation in other PLK1-driven cancers through investigator-initiated trials such as metastatic pancreatic ductal adenocarcinoma (“mPDAC”), small cell lung cancer (“SCLC”), metastatic triple negative breast cancer (“mTNBC”), and chronic myelomonocytic leukemia ("CMML"). These programs and the Company’s broader development strategy are designed to target tumor vulnerabilities and deliver improved clinical outcomes for patients with cancer. The Company's common stock is listed on the Nasdaq Capital Market under the ticker symbol "CRDF".

Basis of Presentation

The accompanying unaudited interim condensed financial statements of Cardiff Oncology have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) related to a quarterly report on Form 10-Q. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. The unaudited interim condensed financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the Company’s financial position and the results of its operations and cash flows for the periods presented. The unaudited condensed balance sheet at December 31, 2025, has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by GAAP for annual financial statements. The operating results presented in these unaudited interim condensed financial statements are not necessarily indicative of the results that may be expected for any future periods. These unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2025, included in the Company’s annual report on Form 10-K filed with the SEC on February 24, 2026.

Going Concern Uncertainty

The Company has incurred net losses since its inception and has negative operating cash flows. As of September 30, 2026, the Company had$33.8 million in cash, cash equivalents and short-term investments, which is not sufficient to meet its funding requirements for at least the next 12 months following the filing of this Form 10-Q. Management has performed an analysis and concluded that there exists a substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

The Company's ability to continue as a going concern is dependent upon its ability to obtain additional equity or debt financing, obtain government grants or reduce expenditures. The Company cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that the Company can raise additional funds by issuing equity securities, the Company’s stockholders may experience additional dilution.

2. Summary of Significant Accounting Policies

During the nine months ended September 30, 2026, there have been no changes to the Company’s significant accounting policies as described in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Segment Reporting

The Company operates inone business segment in the United States, which includes all activities related to the development of novel therapies across a range of cancers. The Company's chief operating decision-maker is its chief executive officer. The chief operating decision-maker allocates resources based on available cash, cash equivalents and short-term investments. The primary measureof performance reviewed by the chief operating decision-maker is net loss which is compared to the annual budget and quarterly forecasts.

All financial information required for segment reporting that is provided to the chief operating decision-maker is contained within the financial statements and notes to financial statements, with the exception of the disaggregated amounts contained in the table below:

Net Loss Per Share

Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period. Preferred dividends are included in net loss attributable to common stockholders in the computation of basic and diluted earnings per share. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive.

The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their effect was anti-dilutive:

Investment Securities

Investment transactions are recorded on the trade date, and purchases of investments that are settled after the balance sheet date are included in accrued liabilities. All investments have been classified as “available-for-sale” and are carried at fair value as determined based upon quoted market prices or pricing models for similar securities at period end. Investments with contractual maturities less than 12 months at the balance sheet date are considered short-term investments. Investments with contractual maturities beyond one year are also classified as short-term due to the Company’s ability to liquidate the investment for use in operations within the next 12 months.

Realized gains and losses on investment securities are included in earnings and are derived using the specific identification method for determining the cost of securities sold. The Company has not realized any significant gains or losses on sales of available-for-sale investment securities during any of the periods presented. As all the Company’s investment holdings are in the form of debt securities or certificates of deposit, unrealized gains and losses that are determined to be temporary in nature are reported as a component of accumulated other comprehensive loss. A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the establishment of a new cost basis for the security. Interest income is recognized when earned and is included in interest income, net, as are the amortization of purchase premiums and accretion of purchase discounts on investment securities.

Recent Accounting Pronouncement Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, to enhance the transparency of certain expense disclosures. The update requires disclosure of specific expense categories in the notes to the financial statements at interim and annual reporting periods. The update requires disaggregated information about certain prescribed expense categories underlying any relevant income statement expense caption. The amendments in this update are effective for public entities for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The amendments may be adopted either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its financial statement disclosures.

3. Fair Value Measurements

The following table presents the Company’s assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of September 30, 2026, and December 31, 2025:

The Company’s policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of Level 3 during the nine months ended September 30, 2026, and 2025.

4. Supplementary Balance Sheet Information

Investments available for sale

Investments available for sale consisted of the following:

The Company periodically reviews its portfolio of debt securities to determine if any investment is impaired due to credit loss or other potential valuation concerns. For debt securities where the fair value of the investment is less than the amortized cost basis, we have assessed at the individual security level for various quantitative factors including, but not limited to, the nature of the investments, changes in credit ratings, interest rate fluctuations, industry analyst reports, and the severity of impairment. Unrealized losses in investments available for sale debt securities at September 30, 2026, were substantially due to changes in interest rates, not due to increased credit risks associated with specific securities. Accordingly, the Company has not recorded an allowance for credit losses. It is not more likely than not that we will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity.

There wereno unrealized loss positions greater than one year as of September 30, 2026 and December 31, 2025.

Property and equipment

Property and equipment consisted of the following:

Depreciation expense for property and equipment recognized in operating results are as follows:

Accrued Liabilities

Accrued liabilities consisted of the following:

5. Stockholders’ Equity

Stock Options

Stock-based compensation expense related to Cardiff Oncology equity awards have been recognized in operating results as follows:

The unrecognized compensation cost related to non-vested stock options outstanding at September 30, 2026, net of estimated forfeitures, was$6.3 million, which is expected to be recognized over a weighted-average remaining vesting period of 2.7 years. The weighted-average remaining contractual term of outstanding options as of September 30, 2026, was approximately 5.8 years. The total fair value of stock options vested during the nine months ended September 30, 2026 and 2025, were$4.4 million and$4.4 million, respectively.

The estimated fair value of stock option awards was determined on the date of grant using the Black-Scholes option valuation model with the following assumptions during the following periods indicated:

The weighted-average fair value per share of all options granted during the nine months ended September 30, 2026 and 2025, estimated as of the grant date using the Black-Scholes option valuation model, was$1.25 and$2.99 per share, respectively.

A summary of stock option activity and changes in stock options outstanding is presented below:

2021 Omnibus Equity Incentive Plan

In June 2021, the Company's stockholders approved the 2021 Omnibus Equity Incentive Plan ("2021 Plan"). As of September 30, 2026, the number of authorized shares in the 2021 Plan is equal to the sum of (i)15,150,000 shares, plus (ii) the number of shares of Common Stock reserved, but unissued under the Company's 2014 Equity Incentive Plan (the "2014 Plan"), plus (iii) the number of shares of Common Stock underlying forfeited awards under the 2014 Plan. As of September 30, 2026, there were 8,070,136 shares available for issuance under the 2021 Plan.

2014 Equity Incentive Plan

Subsequent to the adoption of the 2021 Plan, no additional equity awards can be made under the terms of the 2014 Plan.

Inducement Grants

The Company issues equity awards to certain new employees as inducement grants outside of its 2021 Plan. As of September 30, 2026, an aggregate of 2,276,826 shares were issuable upon the exercise of inducement grant stock options approved by the Company.

Stock Option Modifications

The Company recorded $0.5 million of additional stock-based compensation expense during thenine months ended September 30, 2026 from stock option modifications. These modifications were the result of separation agreements entered into with Dr. Mark Erlander, former CEO, and James Levine, former CFO, on March 27, 2026 ("Agreement Date"). The modification date and valuation inputs were based on the Agreement Date. Dr. Erlander's stock options continued to vest through June 11, 2026, and all vested options will be exercisable until June 11, 2027. Mr. Levine's vested stock options will be exercisable until March 27, 2027. All of the additional stock-based compensation expense from these modifications was recorded during the nine months ended September 30, 2026.

Warrants

A summary of warrant activity and changes in warrants outstanding, classified as equity is presented below:

Registered Direct Offering

Offering

On July 14, 2026, the Company entered into a securities purchase agreement with institutional investors and certain of its officers and directors (the "Insiders") to sell 9,293,079 shares of common stock, each with an accompanying warrant to purchase one share of common stock (the "Common Warrants"), at $1.05 per share and warrant for the investors and $1.455 for the Insiders. The offering closed on July 16, 2026. Gross proceeds were $10.05 million and net proceeds were $9.1 million after placement agent fees and other offering costs of $0.9 million.

Warrants

The Common Warrants have an exercise price of $1.31 ($1.33 for the Insiders), become exercisable on January 19, 2027, and expire five and one-half years thereafter. Stockholders approved the amendment to the Company's certificate of incorporation to increase the number of authorized shares on October 22, 2026. H.C. Wainwright & Co., LLC acted as placement agent and received a cash fee of 7.0% of gross proceeds, reimbursement of expenses (together $0.8 million) and warrants to purchase 464,654 shares at $1.3125 per share that expire on July 14, 2031 (the "Placement Agent Warrants" and, with the Common Warrants, the "Warrants"). The Company will also pay the placement agent 7.0% of the exercise price on any cash exercise of the Common Warrants.

Accounting

The Warrants are freestanding instruments classified in stockholders' equity under ASC 815-40 and are not remeasured while they remain equity-classified. Gross proceeds were allocated between the shares and the Common Warrants on a relative fair value basis, with $6.7 million allocated to common stock and additional paid-in capital and $3.4 million to the Common Warrants within additional paid-in capital. Fair values of the Warrants were estimated using the Black-Scholes model with the assumptions below. Offering costs were recorded as a reduction of additional paid-in capital, and the $0.3 million fair value of the Placement Agent Warrants was recorded as an offering cost with an equal increase in additional paid-in capital.

Insider stock-based compensation

The Insiders are officers and directors, so the Company accounted for their shares and Common Warrants under ASC 718, Compensation - Stock Compensation. Their fair value exceeded the proceeds allocated to them, and the Company recorded stock-based compensation expense of $0.6 million during the three and nine months ended September 30, 2026, included in selling, general and administrative expense. The securities were fully vested at issuance.

Net loss per share

The Common Warrants participate in dividends and other distributions with common stock and are participating securities under the two-class method. No net loss is allocated to them because they have no obligation to share in losses.

Sale of Common Stock

During the nine months ended September 30, 2026 the Company received net proceeds of $0.1 million from the sale of 132,274 shares of common stock under the Sales Agreement with Jefferies LLC.

6. Commitments and Contingencies

Executive Agreements

Certain executive agreements provide for severance payments in the case of terminations without cause or certain change of control scenarios.

Research and Development Agreements

In March 2017, the Company entered into a license agreement with Nerviano Medical Sciences S.r.l. (“NMS”) (the “Agreement”) which granted the Company development and commercialization rights to NMS-1286937, which the Company refers to as onvansertib. Terms of the agreement also provide for the Company to pay development milestones up to an aggregate of $15 million, commercial milestones, and royalties based on sales volume. These potential development milestones include: (a) dosing of the first subject in the first Phase 3 Clinical Trial for the first Product, a registration enabling Phase 2 Clinical Trial, or after completion of a Phase 2 Clinical Trial that is used as the basis for an NDA submission; and (b) upon filing of the first NDA or equivalent for the first product candidate. The agreement was amended on September 14, 2026 as described below. During thenine months ended September 30, 2026, and 2025, no milestone or royalty payments were made.

The Company is a party to various agreements under which it licenses technology on an exclusive basis in the field of oncology therapeutics. These agreements include License fees, Royalties and Milestone payments. For the nine months ended September 30, 2026, and 2025, payments have not been material. The Company also has a legacy license agreement in the field of oncology diagnostics under which royalty payments are due to the Company. These royalty payments are calculated as a percent of revenue.

Litigation

From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in matters may arise from time to time that may harm the Company’s business. As of the date of this report, management believes that there are no claims against the Company, which could result in a material adverse effect on the Company’s business or financial condition. The matter described below was resolved on September 14, 2026:

In February 2026, Nerviano Medical Sciences S.r.l. (“NMS”) notified the Company of an alleged breach of the parties’ license agreement relating to certain patent inventorship matters. In May 2026, the Company initiated litigation against NMS seeking declaratory relief regarding the inventorship dispute and the alleged breach, and NMS subsequently purported to terminate the license agreement.

On May 19, 2026, the Company filed a lawsuit against NMS captioned Cardiff Oncology, Inc. v. Nerviano Medical Sciences S.r.l., Case No. 3:26-cv-03131-RBM-JLB in the United States District Court of the Southern District of California (the "Litigation") seeking a declaratory judgment on inventorship and that the Company did not breach the Agreement.

On September 14, 2026, the Company and NMS entered into a settlement agreement resolving the litigation. The parties agreed to dismiss the litigation with prejudice and mutually release claims relating to the litigation and license agreement. Neither party admitted liability or made any monetary payment to the other in connection with the settlement. In connection with the settlement, the parties also amended certain terms of the license agreement to, among other things, revise certain exclusivity and royalty provisions, provide for potential development milestone and performance-related payments associated with the Company’s Phase 3 program, modify certain post-termination and assignment-related payment provisions, establish additional governance and reporting rights for NMS, and revise the provisions governing termination for cause.

Pursuant to the amended license agreement, the Company may potentially be required to make certain performance-related payments to NMS based on the progress of the Company's Phase 3 trial. Based on the Company’s current development plans and assessment of the applicable conditions, no amounts have been accrued as of September 30, 2026 related to these potential payments. Any amounts paid under these provisions may be credited against certain future royalty or additional license fee payments otherwise payable to NMS.

7. Subsequent Events

Increase in Authorized Shares

On October 22, 2026, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, increasing the number of authorized shares of common stock from 150,000,000 to 300,000,000. Such amendment was filed with the Secretary of State of the State of Delaware on October 22, 2026.