Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on May 19, 2026, Cardiff Oncology, Inc. (the "Company") filed a lawsuit against Nerviano Medical Sciences S.r.l. ("NMS") disputing NMS's allegation that the Company materially breached the License Agreement dated March 13, 2017 between the Company and NMS (the "Agreement") by declining to name NMS employee Dr. Barbara Valsasina as a joint inventor of the Company's U.S. Pat. Nos. 12,144,813 and 12,263,173 (the "Cardiff Patents"). The complaint, filed in the United States District Court for the Southern District of California, seeks injunctive relief requiring NMS to continue performing under the Agreement, a declaratory judgment that the Company did not breach the Agreement and additional relief.

On May 27, 2026, the Company was informed in writing by NMS that NMS was terminating the Agreement pursuant to Section 11.3 of the Agreement. NMS alleges that the Company materially breached the Agreement by failing to correct or give NMS a power of attorney to correct the inventorship of the Cardiff Patents to include NMS employee Dr. Barbara Valsasina as a joint inventor in breach of, inter alia, Section 10.2(c) of the Agreement. In addition, NMS alleges that that the Company has failed to use Commercially Reasonable Efforts (as defined in the Agreement) to conduct development activities and to obtain Regulatory Approvals (as defined in the Agreement) for onvansertib in material breach of Sections 7.3, 7.5 and 7.9 of the Agreement. The Company promptly responded to NMS that the notice of termination is legally ineffective, factually unsupported and procedurally improper, and that the Company will continue to perform under the Agreement.

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