Cardiff Lexington Corp (CDIX) entered into a letter of intent for a proposed acquisition of a multi-location musculoskeletal healthcare platform, with aggregate purchase-price consideration of up to $104 million. Certain LOI provisions are binding, but the LOI does not obligate either party to complete the transaction. Proposed consideration includes $30 million cash at closing before debt retirement, transaction costs and escrow; $10 million in unsecured notes payable two years following closing; preferred equity that would result in sellers collectively owning 35% of CDIX’s fully diluted equity after closing; and up to $12 million in additional common stock tied to EBITDA thresholds.
Sellers could receive $4 million in common stock for each year that Target EBITDA exceeds $15 million in 2027, $18 million in 2028 and $22 million in 2029; the corresponding earnout is not payable if a threshold is not achieved. The LOI contemplates a post-closing capital structure with approximately $10 million of cash on the consolidated balance sheet, $35 million of total indebtedness and $25 million of accounts receivable. Cardiff Lexington has not obtained binding financing commitments. The LOI projects closing on November 16, 2026, or earlier, subject to due diligence, financing, definitive agreements, approvals and other conditions. Cardiff Lexington will endeavor to complete due diligence and finalize acquisition documentation by October 30, 2026.
Cardiff Lexington Corp (symbol: CDIX) is the issuer of record for a Form 4 filing submitted to the SEC. Staley Louis Jack Sr. reported acquisition or exercise transactions in this Form 4 filing.
Cardiff Lexington Corp (CDIX) reported that director Louis Jack Staley Sr. received a grant of stock options on September 8, 2026. The award covers 500,000 options, each exercisable at $0.1162 per share for Cardiff Lexington common stock and expiring on September 8, 2031. After this grant, he holds 500,000 stock options directly, and no Rule 10b5-1 trading plan is indicated.
Cardiff Lexington Corp (CDIX) reported that director Catherine B. Pennington received a grant of 500,000 stock options on September 8, 2026. The options relate to 500,000 shares of common stock, have an exercise price of $0.1162 per share, and expire on September 8, 2031. Following this grant, she holds 500,000 derivative securities directly.
Cardiff Lexington Corp (CDIX) reported that director Johnson Gillard B. III received a grant of 500,000 stock options on September 8, 2026. The options are exercisable for Cardiff Lexington common stock at an exercise price of $0.1162 per share and expire on September 8, 2031. Following this grant, he holds 500,000 options directly.
Cardiff Lexington Corp (CDIX) established a new class of preferred stock, designated as series A-1 preferred, by filing a certificate of designation in Nevada. The company created 2 shares of this series.
The series A-1 preferred stock has no dividend rights and no economic interest in Cardiff Lexington, but carries liquidation rights of $250 per share, ranking senior to common stock, on parity with series A preferred, and junior to several other preferred series. Each A-1 share has voting power equal to 25% of all votes held or entitled to be made by all other equity securities plus one vote, voting together with common and other voting securities on most matters. On any non-affiliate transfer, each A-1 share automatically converts into one share of common stock, and holders have no other conversion or redemption rights.
Cardiff Lexington Corporation filed its quarterly report for the period ended June 30, 2026. The company operates mainly through Nova Ortho and Spine, providing lien-based orthopedic healthcare services whose receivables are backed by attorney letters of protection.
Total assets were $30.7 million, up from $29.1 million at year-end, driven by higher accounts receivable of $23.7 million. Cash remained limited at $217,654. The capital structure is highly leveraged, with total liabilities of $27.1 million, including a healthcare receivables line of credit of $21.1 million, notes and related-party debt, and $1.09 million of derivative liabilities. Stockholders’ equity improved from a deficit of $(2.47) million to positive $1.76 million, primarily through equity issuances and reclassification of Series N preferred stock from mezzanine equity.
For the quarter, revenue was $2.16 million versus $2.79 million a year earlier; for six months, revenue was $4.38 million versus $5.70 million. The company reported a quarterly net loss of $2.48 million and a six‑month net loss of $5.57 million, compared with losses of $1.23 million and $1.68 million in the prior-year periods. Interest expense was substantial at $4.05 million for six months. Operating cash outflow improved to $(668,649) from $(1.89) million. Management disclosed an accumulated deficit of $85.6 million and stated that recurring losses and negative operating cash flows raise substantial doubt about the ability to continue as a going concern, and that continued operations depend on securing additional financing.
Cardiff Lexington Corporation registered up to 50,166,667 shares of its common stock for resale pursuant to a June 5, 2026 Purchase Agreement with Leonite Fund I, LP, consisting of up to 166,667 Commitment Shares and up to 50,000,000 additional shares reserved for future issuance.
The prospectus states the company will not receive proceeds from resales by the Selling Stockholder but may receive up to $75,000,000 in aggregate gross proceeds if it elects to sell shares to Leonite under the Purchase Agreement. The company controls timing of any sales to Leonite, sales are subject to conditions (including SEC effectiveness and a 4.99% beneficial ownership cap), and sales may dilute existing holders; common stock outstanding is 15,283,191 shares as of the prospectus date.
Cardiff Lexington Corporation is registering up to 50,166,667 shares of common stock for resale by Leonite Fund I, LP under a common stock Purchase Agreement. This includes up to 166,667 commitment shares and up to 50,000,000 shares reserved for future issuance to Leonite.
Under the Purchase Agreement, Leonite has initially committed to purchase up to $25,000,000 of stock, which may be increased at Cardiff Lexington’s discretion to $75,000,000 over a 36‑month term, subject to pricing, trading and ownership limits, including a 4.99% beneficial ownership cap.
Cardiff Lexington will receive no proceeds from Leonite’s resale of registered shares, but may receive cash when it elects to sell newly issued shares to Leonite. The company plans to use any such proceeds for working capital, general corporate purposes and potential acquisitions. Existing holders face potential dilution if the facility is heavily used.
Cardiff Lexington Corporation entered into a common stock purchase agreement with an institutional investor, giving the company the right to sell up to $25,000,000 of common stock, with the total commitment increaseable to $75,000,000 at its sole discretion. In return for this commitment, the investor will receive commitment shares valued at $250,000, or an additional $500,000 in shares if the commitment is raised to $75,000,000, based on the stock’s closing price at issuance. Over a 36‑month term, Cardiff Lexington may direct the investor on selected trading days to buy stock, generally capped by trading-volume formulas, 250,000 shares, or $250,000 per draw. Purchase prices are set at a discount, typically 97% of recent trading prices, or 90% if the investor waives a $0.20 minimum price. A 4.99% beneficial ownership cap limits how much of the company’s stock the investor can hold at any time, and the investor is prohibited from short selling the shares.