Cardiff Oncology, Inc. — Form 8-K

Cardiff Oncology and Nerviano Medical Sciences settled all disputes regarding onvansertib (PLK1 inhibitor) and amended their March 2017 exclusive license agreement effective September 14, 2026. Key changes: (1) clarified royalty structure with 'Additional License Fee' on Cardiff Patents at same rates as Nerviano Patent royalties during Royalty Term, plus 'Know-How Step Down' payment post-Royalty Term; (2) performance milestones with payment obligations tied to Phase III development milestones (amounts redacted as 'material and competitively harmful'); (3) Nerviano gains Board Observer seat and Scientific Advisory Board seat; (4) expanded governance with quarterly reporting and increased JDC meetings; (5) automatic termination triggers including Cardiff bankruptcy or 90-day operational cessation; (6) assignment proceeds sharing (redacted percentages) if Cardiff undergoes Change of Control before Phase III data disclosure; (7) post-termination royalties to Nerviano range from redacted % at Phase III dosing to redacted % post-FDA approval. NerPharMa (former Nerviano affiliate) explicitly carved out as non-affiliate. Settlement includes full mutual release of all inventorship and performance claims.