Page 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form 10 - K ( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from Commission File Number : 001-35558 CARDIFF ONCOLOGY , INC . ( Exact name of registrant as specified in its charter ) . Delaware ( State or other jurisdiction of incorporation or organization ) 11055 Flintkote Avenue , San Diego , California ( Address of principal executive offices ) to Title of each class Common Stock , $ 0.0001 par value 27-2004382 ( 858 ) 952-7570 ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : ( I.R.S. Employer Identification No. ) 92121 ( Zip Code ) Name of each exchange on which registered The NASDAQ Capital Market Securities registered pursuant to Section 12 ( g ) of the Act : None Non - accelerated filer > Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Indicate by check if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site , if any , every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files ) . Yes > No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S - K ( §229.405 of this chapter ) is not contained herein , and will not be contained , to the best of registrant's knowledge , in definitive proxy or information statements incorporated by reference in Part III of this Form 10 - K or any amendment to this Form 10 - K . Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , or a smaller reporting company . See the definitions of " large accelerated filer " , " accelerated filer " , " smaller reporting company " , and " emerging growth company ” in Rule 12b - 2 of the Exchange Act . Large accelerated filer Accelerated filer Smaller reporting company 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 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . □ Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No The aggregate market value of the voting and non - voting common equity held by non - affiliates based on a closing sale price of $ 5.01 per share , which was the last sale price of the common stock as of June 30 , 2020 , the last business day of the registrant's most recently completed second fiscal quarter , was $ 103,720,151 . As of February 18 , 2021 , 37,052,129 shares of the registrant's common stock , $ 0.0001 par value per share , were issued and outstanding .