TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo July 2, 2020 Mark Erlander Chief Executive Officer Cardiff Oncology, Inc. 11055 Flintkote Avenue San Diego, California 92121 Re: Cardiff Oncology, Inc. Registration Statement on Form S-1 Filed June 26, 2020 File No. 333-239464 Dear Mr. Erlander: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Abby Adams at (202) 551-6902 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences