Cardiff Lexington Corporation Engages Investment Bank to Lead S-1 Filing and Nasdaq Uplist Strategy

Rhea-AI Summary

Cardiff Lexington Corporation (OTCQB:CDIXD / intends Nasdaq: CDIX) filed a registration statement on Form S-1 on December 15, 2025 for a proposed initial public offering of common stock and announced plans to uplist to Nasdaq Capital Market under the symbol CDIX. The company has engaged R. F. Lafferty & Co., Inc. as sole bookrunning manager to advise on market strategy, capital formation, valuation, investor positioning, and regulatory readiness. The number of shares and price range are not yet determined; the offering is subject to SEC effectiveness, Nasdaq approval, and market conditions.

Positive

• Filed Form S-1 (registration) for a proposed IPO filed December 15, 2025
• Engaged R. F. Lafferty & Co. as sole bookrunning manager for the proposed offering
• Company intends to list on Nasdaq Capital Market under symbol CDIX to enhance liquidity and investor access
• Management emphasizes transparency and a strategic roadmap for growth in orthopedics, spine care, and pain management

Negative

• Number of shares and price range not yet determined, creating near-term fundraising uncertainty
• Completion contingent on SEC effectiveness and Nasdaq approval, introducing timing and execution risk
• Public offering subject to market and other conditions, which may delay or alter the proposed IPO

Key Figures

9M 2025 revenue: $8,763,314 9M 2024 revenue: $5,149,416 9M 2025 net loss: $2,821,471 +5 more

8 metrics

9M 2025 revenue $8,763,314 Nine months ended <b>September 30, 2025</b>

9M 2024 revenue $5,149,416 Nine months ended <b>September 30, 2024</b>

9M 2025 net loss $2,821,471 Nine months ended <b>September 30, 2025</b>

2024 net loss $3,302,999 Full year 2024

2023 net income $3,028,394 Full year 2023

Cash balance $232,033 As of <b>September 30, 2025</b>

Current liabilities $22,380,748 As of <b>September 30, 2025</b>

Accumulated deficit $76,533,799 As of <b>September 30, 2025</b>

Market Reality Check

Price: $4.05 Vol: Volume 2,827 is 2.31x the...

high vol

$4.05 Last Close

Volume Volume 2,827 is 2.31x the 20-day average, indicating elevated pre-news activity. high

Technical Shares at $1.30 are trading below the $6.20 200-day moving average and far under the 52-week high.

Peers on Argus

Peers showed mixed moves: XCRT up 11.29%, BICX up 2.7%, NUMIF up 0.3%, while GBC...

Peers showed mixed moves: XCRT up 11.29%, BICX up 2.7%, NUMIF up 0.3%, while GBCS fell 0.86% and VLXC dropped 33.33%. With CDIX up 4% and no broad, uniform peer trend, the reaction appears company-specific to the uplisting and S-1 news.

Historical Context

4 past events · Latest: Dec 29 (Positive)

Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Dec 29	Leadership transition	Positive	+1.7%	CEO assumed Chair role and reiterated plans to uplist to major exchange.
Dec 11	Operational expansion	Positive	-1.2%	Subsidiary began first procedures at new rural Florida hospital location.
Nov 07	Earnings date notice	Neutral	+0.0%	Announcement of timing and access details for Q3 2025 earnings call.
Aug 12	Earnings delay	Negative	-25.0%	Postponement of Q2 2025 earnings release and investor conference call.

Pattern Detected

Recent CDIX news often aligns with price direction: governance and capital-markets steps have seen modest gains, while operational expansion sometimes met with muted or negative reactions. Only one of the last four news items showed price divergence from its apparent positive tone.

Recent Company History

Over the past several months, Cardiff Lexington has focused on governance, growth, and capital-markets positioning. On Dec 29, 2025, a leadership transition made Alex Cunningham both CEO and Chairman, alongside reiteration of an uplist goal, and shares rose 1.69%. Earlier in Dec 2025, Nova Ortho and Spine began procedures at a new Florida hospital, though the stock slipped 1.2%. A postponed Q2 2025 earnings release on Aug 12, 2025 coincided with a 25% drop. Today’s S-1 and Nasdaq uplist strategy builds directly on this capital-markets trajectory.

Market Pulse Summary

This announcement advances Cardiff Lexington’s capital-markets strategy by pairing its previously fi...

Analysis

This announcement advances Cardiff Lexington’s capital-markets strategy by pairing its previously filed Form S-1 with a defined Nasdaq uplist plan and an investment bank mandate. The S-1 shows revenue of $8,763,314 for nine months 2025 but continued net losses and a going‑concern paragraph, alongside current liabilities of $22,380,748. Investors may track SEC effectiveness of the S-1, Nasdaq listing approval, reverse-split implementation flexibility, and progress in Nova Ortho and Spine’s growth against the company’s acquisition-driven strategy.

Key Terms

registration statement on form s-1, initial public offering, nasdaq capital market, sole bookrunning manager, +1 more

5 terms

registration statement on form s-1 regulatory

"publicly filed a registration statement on Form S-1 with the U.S. Securities"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

initial public offering financial

"relating to the proposed initial public offering of its common stock."

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

nasdaq capital market regulatory

"intends to list its common stock on The Nasdaq Capital Market under the symbol"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

sole bookrunning manager financial

"engaged R. F. Lafferty & Co., Inc. as its sole bookrunning manager for the"

A sole bookrunning manager is the single lead investment bank responsible for organizing and pricing a new stock or bond sale, keeping the record of investor interest and deciding who gets shares. Think of it as the sole project manager for a big public sale: its judgments on price, allocation and timing shape how the offering performs and therefore affect early investor returns and perceived market demand.

prospectus regulatory

"The offering is being made only by means of a prospectus. A copy of the final"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. Not financial advice.

LEXINGTON, KY / ACCESS Newswire / January 20, 2026 / Cardiff Lexington Corporation (OTCQB:CDIXD) ("Cardiff" or the "Company"), a healthcare holding company with deep leadership and operational expertise in Orthopedics, Spine Care, and Pain Management, today announced that it has publicly filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the "SEC") relating to the proposed initial public offering of its common stock.

The number of shares to be offered and the price range for the proposed offering have not yet been determined. The public offering is subject to market and other conditions. The Company intends to list its common stock on The Nasdaq Capital Market under the symbol "CDIX."

The Company has engaged R. F. Lafferty & Co., Inc. as its sole bookrunning manager for the proposed offering. Completion of the uplisting remains subject to SEC effectiveness of the Registration Statement, approval by Nasdaq, and satisfaction of all applicable listing requirements. Under the engagement terms, R. F. Lafferty & Co., Inc. will provide strategic advisory services covering market strategy, capital formation, valuation, investor positioning, and regulatory readiness.

"This marks an important step in strengthening our capital-markets strategy and positioning Cardiff Lexington for its next phase of disciplined growth," said Alex H. Cunningham, Chief Executive Officer. "Our orthopedics, spine care, and pain management business provides an invaluable service to underserved patients in one of the fastest growing and most resilient segments of U.S. healthcare. By uplisting to Nasdaq, we intend to enhance liquidity, expand access to investors, and support the scalable platform we continue to build and acquire. We look forward to working closely with R. F. Lafferty & Co., Inc. as we execute this next phase."

"This engagement reflects our commitment to transparency, operational excellence, and sustained value creation," added Matthew T. Shafer, CPA, MBA, Senior Vice President, Chief Financial Officer, and Treasurer. "We look forward to working closely with R. F. Lafferty & Co., Inc. as we work to execute our financial and strategic roadmap."

Board Member Statements

Gillard B. Johnson III, Independent Director and Audit Committee Chairman stated: "The Board is unified in its support of this strategic transition. Cardiff Lexington is operating in a high-growth sector with strong underlying fundamentals, and the Company is positioning itself for long-term institutional acceptance. Pursuing a Nasdaq listing demonstrates our commitment to governance, transparency, and disciplined growth."

L. Jack Staley, Independent Director and Compensation Committee Chair, added: "Engaging a respected investment bank is a meaningful step toward unlocking the Company's full market potential. A Nasdaq listing would increase visibility, strengthen our capital-markets profile, and support expansion in one of the strongest segments of the healthcare services economy. Cardiff Lexington is well-positioned to benefit from the stability and scale that a national exchange listing provides."

Cathy Pennington, Independent Director, commented: "This is an important milestone for Cardiff Lexington and for the patients and providers we serve. Our commitment to building a high-quality, sustainable healthcare platform is reflected in every strategic decision we make, including this step toward seeking a Nasdaq listing to attract top-tier partners, and drive long-term value for shareholders."

The offering is being made only by means of a prospectus. A copy of the final prospectus related to the offering may be obtained, when available, from R. F. Lafferty & Co., Inc. via email: Offerings@rflafferty.com, or by standard mail at R. F. Lafferty & Co., Inc., 40 Wall Street, Suite 3602, New York, NY10005. In addition, a copy of the final prospectus, when available, relating to the offering may be obtained via the SEC's website at www.sec.gov.

A registration statement on Form S-1 (File No. 333-[*]) was filed with the Securities and Exchange Commission on December 15, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

AboutR. F. Lafferty & Co., Inc.

Established in 1946, R.F. Lafferty & Co., Inc. is a global, full-service broker-dealer headquartered in New York, New York. R.F. Lafferty has been family owned and operated since 1970, and clients can expect exceptional experience, continuity in service and true dedication from the people they work with at R.F. Lafferty. R.F. Lafferty offers an array of customized services including retail brokerage, wealth management, institutional sales and trading, market making, independent research, and investment banking.

About Cardiff Lexington Corporation

Cardiff Lexington Corporation (OTCQB:CDIX) is a targeted healthcare holding company dedicated to acquiring and building middle-market niche health care clinics, primarily in Orthopedics, Spine Care, and Pain Management. The Company's partnership-driven culture emphasizes service excellence, teamwork, accountability, and performance.

All current revenue is derived from Nova Ortho and Spine, LLC, which operates a network of regional specialty and ancillary orthopedic care centers across Florida and Georgia. These facilities provide traumatic injury patients with comprehensive diagnostic and surgical services, primary care evaluations, interventional pain management, and specialty consultations.

For more information on Cardiff Lexington Corporation, you may access the company's website at https://cardifflexington.com/

Disclaimer:

This article is provided for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation of any security or investment strategy. The views expressed in the article are those of the original source and do not necessarily reflect the views of RF Lafferty & Co. Inc. Past performance is not indicative of future results. Investors should consult their financial advisor and review all relevant disclosures before making any investment decisions.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates, and projections and involve risks and uncertainties that could cause actual results to differ materially. Cardiff Lexington Corporation undertakes no obligation to update or revise forward-looking statements except as required by law.

Investor Contact

Cardiff Lexington Investor Relations
investorsrelations@cardifflexington.com
(800) 628-2100 ext. 705

or

IMS Investor Relations
cardifflexington@imsinvestorrelations.com
(203) 972-9200

SOURCE: Cardiff Lexington Corporation

View the original press release on ACCESS Newswire

FAQ

What did Cardiff Lexington (CDIX) announce on January 20, 2026 about an IPO?

Cardiff Lexington announced a Form S-1 registration for a proposed initial public offering and its intent to uplist to Nasdaq under the symbol CDIX.

Who is leading Cardiff Lexington's proposed IPO for CDIX and what is their role?

R. F. Lafferty & Co., Inc. was engaged as the sole bookrunning manager to advise on market strategy, capital formation, valuation, investor positioning, and regulatory readiness.

Has Cardiff Lexington (CDIX) set the share count or price range for the proposed offering?

No; the number of shares and the price range have not yet been determined.

What conditions must be satisfied for Cardiff Lexington's uplisting to Nasdaq (CDIX)?

The uplisting requires SEC effectiveness of the registration statement, approval by Nasdaq, satisfaction of listing requirements, and favorable market conditions.

Where can investors obtain the final prospectus for Cardiff Lexington's proposed CDIX offering?

When available, the final prospectus may be obtained from R. F. Lafferty & Co. via Offerings@rflafferty.com or from the SEC website at www.sec.gov.