CRDF 8-K
Cardiff Oncology, Inc. (CRDF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company 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
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. ☐
Item 5.02 Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 13, 2025, Dr. Fairooz Kabbinavar and Cardiff Oncology, Inc. (the “Company”) agreed that he would be stepping down from his position as Chief Medical Officer. Dr. Kabbinavar agreed to enter into an agreement pursuant to which he will provide advisory services to the Company from time to time.
On June 17, 2025, the Company announced that it has appointed Dr. Roger Sidhu as its new Chief Medical Officer and entered into an employment agreement with Dr. Sidhu on June 16, 2025 (the “Sidhu Employment Agreement”).
Under the terms of the Sidhu Employment Agreement, Dr. Sidhu is entitled to receive an annual base salary of $515,000 and an annual performance bonus with a target amount equal to 45% of his annual base salary based upon the Board’s assessment of Dr. Sidhu’s and the Company’s attainment of goals as set by the Board in its sole discretion. In accordance with the Sidhu Employment Agreement, Dr. Sidhu was also granted a non-qualified option to purchase 600,000 shares of our common stock with an exercise price of $3.86 per share. The options were granted as inducement grants in accordance with Nasdaq Listing Rule 5635(c)(4). 25% of the shares subject to the option will vest on June 16, 2026 and the remaining shares vest in 36 equal monthly installments thereafter, subject to Dr. Sidhu’s continued service. In addition, the Sidhu Employment Agreement contains non-competition and non-solicitation provisions.
Pursuant to the terms of the Sidhu Employment Agreement, if Dr. Sidhu’s employment is terminated by the Company for cause or as a result of Dr. Sidhu’s death or permanent disability, or if Dr. Sidhu terminates his employment agreement voluntarily, Dr. Sidhu will be entitled to receive a lump sum equal to (i) any portion of unpaid base compensation then due for periods prior to termination, (ii) any bonus earned but not yet paid through the date of his termination, and (iii) all business expenses reasonably and necessarily incurred by Dr. Sidhu prior to the date of termination. If Dr. Sidhu’s employment is terminated by the Company without cause or by Dr. Sidhu for good reason, Dr. Sidhu will be entitled to receive the amounts due upon termination of his employment by the Company for cause or as a result of his death or permanent disability, or upon termination by Dr. Sidhu of his employment voluntarily, in addition to (provided that Dr. Sidhu executes a written release with respect to certain matters) a severance payment equal to his base compensation for 12 months from the date of termination and the bonus and any benefits that Dr. Sidhu would be eligible for during such 12 month period.
In addition, if Dr. Sidhu’s employment is terminated: (a) by the Company without cause within 12 months prior to a change of control (as defined in the Sidhu Employment Agreement) that was pending during such 12 month period, (b) by Dr. Sidhu for good reason within 12 months after a change of control, or (c) by the Company without cause at any time upon or within 12 months after a change of control, Dr. Sidhu will be entitled to receive the amounts due upon termination of his employment by the Company for cause or as a result of his death or permanent disability, or upon termination by Dr. Sidhu of his employment voluntarily, in addition to the severance payments due if Dr. Sidhu’s employment is terminated by the Company without cause or by Dr. Sidhu for good reason, and all of Dr. Sidhu’s unvested stock options and other equity awards would immediately vest and become fully exercisable (x) in the event a change of control transaction is pending, for a period of six months following the date of termination, and (y) in the event a change of control transaction is not then pending, for the period of time set forth in the applicable agreement evidencing the award.
There are no arrangements or understandings between Dr. Sidhu and any other person pursuant to which he was selected as an officer of the Company, and there is no family relationship between Dr. Sidhu and any of the Company’s other directors or executive officers.
The foregoing description of the Sidhu Employment Agreement is not complete and is qualified in its entirety by reference to the Sidhu Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On June 17, 2025, the Company issued a press release announcing the appointment of Dr. Sidhu as Chief Medical Officer. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 |
Employment Agreement dated June 16, 2025 by and between Dr. Roger Sidhu and Cardiff Oncology, Inc. |
99.1 |
Press Release of Cardiff Oncology, Inc. dated June 17, 2025. |
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SIGNATURES
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.
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CARDIFF ONCOLOGY, INC. |
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Date: |
June 17, 2025 |
By: |
/s/ Mark Erlander |
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Mark Erlander |
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EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”) is made and entered into effective as of June 16, 2025 (the “Effective Date”), by and between Roger Sidhu (the “Executive”) and Cardiff Oncology, Inc., a Delaware corporation (the “Company”).
R E C I T A L S
WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, in each case effective as of the Effective Date;
WHEREAS, in connection with the foregoing, Executive shall be required to perform Executive’s duties and obligations hereunder on behalf of the Company, as appropriate, and such duties and obligations shall be enforceable by the Company;
WHEREAS, this Agreement supersedes any and all prior term sheets, employment agreements or similar agreements by and between Executive and the Company.
AGREEMENT
In consideration of the mutual covenants herein contained and the employment of Executive by the Company, the parties agree as follows:
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In order to effectuate the provisions of Section 10(c)(iii) hereof, in the event that Executive’s employment is terminated during the Term by the Company without Cause or by Executive for Good Reason, no equity award held by Executive shall expire or terminate prior to the earlier to occur of (a) ten (10) years after the date of the award and (b) fifteen (15) months after Executive’s termination of employment with the Company.
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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.
COMPANY: |
Cardiff Oncology, Inc. |
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By: /s/ Mark Erlander |
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Name: Mark Erlander |
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Title: Chief Executive Officer |
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EXECUTIVE: |
/s/ Roger Sidhu |
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Roger Sidhu |
Exhibit A
Form of Release Agreement
Exhibit B
Confidentiality and Inventions Agreement
Exhibit C
EQUITY TERMS
Type of Award |
• An inducement grant under Nasdaq Rule 5635(c)(4). • Executive’s Award to equal 600,000 shares. • Award is evidenced by agreement executed by Executive and the Company. |
Vesting of Award |
• 25% vest one year after date of grant and the remainder vest in monthly equal amounts over 36 months beginning one year and one month after date of grant |
Termination of Service for Cause, resignation with/without Cause, death & disability, etc. |
• ninety (90) days following the date of the Executive’s termination of employment with the Company and its Affiliates for any reason other than for Cause or due to the Executive’s death or Disability; • six (6) months following the date of the Executive’s termination of employment with the Company and its Affiliates due to the Executive’s death or Disability. • The entire Award (whether vested or unvested) held by the Executive immediately prior to the cessation of the Executive’s employment shall immediately terminate upon such cessation if such cessation of employment was for Cause |
Cardiff Oncology Appoints Dr. Roger Sidhu as Chief Medical Officer and Announces Timing for the Next Update from the CRDF-004 Trial in First-Line RAS-mutated mCRC
– Veteran executive with over 20 years of oncology leadership and clinical experience with proven track record of success in bringing development candidates through late-stage clinical development –
– Company will hold a conference call on July 29 at 4:30 p.m. ET/1:30 p.m. PT to share additional clinical data from its randomized Phase 2 CRDF-004 trial evaluating onvansertib + standard of care for the treatment of first-line RAS-mutated metastatic colorectal cancer (“mCRC”) –
SAN DIEGO, June 17, 2025 (GLOBE NEWSWIRE) -- Cardiff Oncology, Inc. (Nasdaq: CRDF), a clinical-stage biotechnology company leveraging PLK1 inhibition to develop novel therapies across a range of cancers, today announced the company has appointed Roger Sidhu, MD, as Chief Medical Officer. Dr. Sidhu is a veteran executive and clinician with over 20 years of experience and a strong track record of success in oncology research, development, and regulatory strategy. Dr. Sidhu succeeds Dr. Fairooz Kabbinavar who will remain with the company in an advisory role. The company also announced it will share additional clinical data from its lead program in RAS-mutated mCRC on July 29, 2025.
“We are pleased to welcome Dr. Sidhu to lead the clinical program for onvansertib through the next phase of development. Dr. Sidhu is a respected clinician and seasoned executive with a proven track record of advancing innovative therapies through late-stage clinical development across multiple therapeutic areas including in first-line mCRC. As we move forward, we thank Dr. Kabbinavar for his leadership in progressing onvansertib’s clinical development across multiple tumor types,” said Mark Erlander, Chief Executive Officer of Cardiff Oncology. “In addition to today’s medical leadership transition, we are announcing our plan to share an update of clinical data from the ongoing CRDF-004 trial on July 29, at which point we expect to release a substantive dataset.”
“I am honored to join the executive team at Cardiff Oncology as we advance onvansertib through late-stage clinical development, and make a meaningful impact for patients living with cancer,” said Roger Sidhu, MD. “With a strong foundation already in place, I’m stepping into this role at an exciting time as we prepare to share a clinical update on our lead program in RAS-mutated mCRC next month.”
Dr. Sidhu was most recently the Chief Medical Officer and acting CEO at Treadwell Therapeutics. Previously, Dr. Sidhu spent nearly 10 years at Amgen in roles of increasing responsibility in the Hematology/Oncology therapeutic area where he advanced multiple therapeutic candidates. In mCRC, he led multiple phase 3 clinical trials of panitumumab (Vectibix®) in monotherapy and in combination with chemotherapy leading to approvals in the U.S. and globally. Dr. Sidhu was also a leader in advancing the science of RAS biology and therapeutics in mCRC and has published work in several peer reviewed journals including the New England Journal of Medicine.
In addition, Dr. Sidhu served as Executive Vice President and Chief Medical officer at Roivant Sciences. He was also the Chief Medical Officer at Eterna Therapeutics, Inc. and Cell Design Labs, up until its acquisition by the Gilead subsidiary Kite, where he subsequently served as VP, Clinical Development.
Dr. Sidhu is a Fellow of the Royal College of Physicians and Surgeons of Canada in both internal medicine and medical oncology. He earned his medical degree from Queen’s University in Kingston, Ontario Canada and his bachelor’s degree in biochemistry from the University of Alberta in Edmonton, Alberta. Dr. Sidhu trained in internal medicine at Queen’s University and medical oncology at the British Columbia Cancer Agency in Vancouver, British Columbia and the Cross Cancer Institute in Edmonton, Alberta.
Conference Call and Webcast on Additional Clinical Data from CRDF-004 in mCRC
Cardiff Oncology will host a conference call and live webcast at 4:30 p.m. ET/1:30 p.m. PT on July 29, 2025 to share additional clinical data from the CRDF-004 trial in first-line RAS-mutated mCRC. Individuals interested in listening to the live conference call may do so by using the webcast link in the "Investors" section of the company's website at https://investors.cardiffoncology.com/news-events/events. A replay will be available in the investor relations section on the company's website following the completion of the call.
Inducement Grant Under Nasdaq Listing Rule 5635(c)(4)
In connection with Dr. Sidhu joining Cardiff Oncology, the Company’s Board of Directors approved the grant of non-qualified stock options to purchase 600,000 shares of Cardiff Oncology common stock outside of the Cardiff Oncology 2021 Omnibus Equity Incentive Plan. The stock option was granted as an inducement material to Dr. Sidhu becoming an employee of Cardiff Oncology in accordance with Nasdaq Listing Rule 5635(c)(4). The option was granted as of June 16, 2025 and has an exercise price of $3.86 per share, the closing price on the grant date. The option vests over four years with 25% vesting after 12 months and the remaining shares vesting monthly over the following 36-months, subject to Dr. Sidhu’s continued employment with Cardiff Oncology on such vesting dates.
About Cardiff Oncology, Inc.
Cardiff Oncology is a clinical-stage biotechnology company leveraging PLK1 inhibition, a well-validated oncology drug target, to develop novel therapies across a range of cancers. The Company's lead asset is onvansertib, a PLK1 inhibitor being evaluated in combination with standard of care (SoC) therapeutics in clinical programs targeting indications such as RAS-mutated metastatic colorectal cancer (mCRC), as well as in ongoing and planned investigator-initiated trials in metastatic pancreatic ductal adenocarcinoma (mPDAC), small cell lung cancer (SCLC) and triple negative breast cancer (TNBC). These programs and the Company's broader development strategy are designed to target tumor vulnerabilities in order to overcome treatment resistance and deliver superior clinical benefit compared to the SoC alone. For more information, please visit https://www.cardiffoncology.com.
Forward-Looking Statements
Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified using words such
as "anticipate," "believe," "forecast," "estimated" and "intend" or other similar terms or expressions that concern Cardiff Oncology's expectations, strategy, plans or intentions. These forward-looking statements are based on Cardiff Oncology's current expectations and actual results could differ materially. There are several factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, clinical trials involve a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results; our clinical trials may be suspended or discontinued due to unexpected side effects or other safety risks that could preclude approval of our product candidate; results of preclinical studies or clinical trials for our product candidate could be unfavorable or delayed; our need for additional financing; risks related to business interruptions, including the outbreak of COVID-19 coronavirus and cyber-attacks on our information technology infrastructure, which could seriously harm our financial condition and increase our costs and expenses; uncertainties of government or third party payer reimbursement; dependence on key personnel; limited experience in marketing and sales; substantial competition; uncertainties of patent protection and litigation; dependence upon third parties; and risks related to failure to obtain FDA clearances or approvals and noncompliance with FDA regulations. There are no guarantees that our product candidate will be utilized or prove to be commercially successful. Additionally, there are no guarantees that future clinical trials will be completed or successful or that our product candidate will receive regulatory approval for any indication or prove to be commercially successful. Investors should read the risk factors set forth in Cardiff Oncology's Form 10-K for the year ended December 31, 2024, and other periodic reports filed with the Securities and Exchange Commission. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and Cardiff Oncology does not undertake any obligation to update publicly such statements to reflect subsequent events or circumstances.
Cardiff Oncology Contact:
James Levine
Chief Financial Officer
858-952-7670
[email protected]
Investor Contact:
Kiki Patel, PharmD
Gilmartin Group
332-895-3225
[email protected]
Media Contact:
Meghan Bianco
Taft Communications, a division of RF|Binder
609-544-5446
[email protected]