Welcome to our dedicated page for Cardiff Lexingto SEC filings (Ticker: CDIX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Cardiff Lexington Corporation filings document the public-company record for a Nevada healthcare services holding company whose operating platform is Nova Ortho and Spine. Securities Act registration statements and amendments cover a proposed common-stock offering, financial statements for the orthopedic, spine and pain-management clinic business, and related capital-structure disclosures.
Current reports on Form 8-K record material events including changes to the rights of Series N Senior Convertible Preferred Stock and board-level governance changes. The filings also identify the company's OTC-traded common stock context and disclose security-holder rights, offering documents and corporate actions tied to its healthcare-services strategy.
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.
Cardiff Lexington Corporation reported a larger loss for the three months ended March 31, 2026 while relying heavily on debt financing. Revenue was $2,222,280, down from $2,915,567 a year earlier, reducing gross profit to $1,318,055. Operating results swung to a loss of $511,159, primarily due to $664,196 of share-based compensation and ongoing selling, general and administrative costs.
The bottom line was driven by $1,910,737 of interest expense and a $668,821 loss on derivative liabilities, producing a net loss of $3,092,074 and a basic and diluted loss per share of $0.23. Operating cash use was modest at $16,730, but the company raised $381,702 from financing, including $845,000 of new convertible notes.
At March 31, 2026, Cardiff held $683,507 in cash and $22,890,899 of accounts receivable tied to lien-based medical services, funded in part by an $18,922,173 line of credit under a $23,000,000 facility and $1,095,000 of convertible notes. Total liabilities were $24,630,858 against stockholders’ equity of $3,876,456 and an accumulated deficit of $82,855,513. Management disclosed substantial doubt about the company’s ability to continue as a going concern without additional capital.
Staley Louis Jack Sr. reported acquisition or exercise transactions in this Form 4 filing.
Cardiff Lexington Corp director Staley Louis Jack Sr. received a grant of 5,000 shares of Common Stock as a restricted stock award on April 1, 2026. The award was granted at a price of $0.00 per share as equity compensation, not an open-market purchase. The shares are scheduled to vest in equal installments quarterly over four quarters starting July 1, 2026, contingent on his continued service under the company’s 2024 Equity Incentive Plan. Following this grant, he beneficially owns 11,668 shares of Common Stock directly.
Pennington Catherine B. reported acquisition or exercise transactions in this Form 4 filing.
Cardiff Lexington Corp director Catherine B. Pennington received a grant of 5,000 shares of Common Stock as a restricted stock award under the company’s 2024 Equity Incentive Plan. The award vests quarterly over four quarters starting on July 1, 2026, subject to her Continuous Service.
Following this compensation-related grant, Pennington holds a total of 11,668 shares of Cardiff Lexington common stock directly. The grant was recorded at a price of $0.0000 per share, reflecting an equity award rather than an open-market purchase.
Johnson Gillard B. III reported acquisition or exercise transactions in this Form 4 filing.
Cardiff Lexington Corp director Johnson Gillard B. III received a grant of 5,000 shares of Common Stock as a restricted stock award under the company’s 2024 Equity Incentive Plan. These shares will vest in four quarterly installments starting on July 1, 2026, contingent on his continued service. Following this compensation-related award, he directly holds 11,668 shares of Common Stock.
Cardiff Lexington Corporation is offering 1,739,130 shares of common stock based on an assumed public offering price of $3.45 per share. The prospectus states net proceeds are expected to be approximately $4.9 million, or $5.7 million if the underwriters exercise the full over-allotment option.
The offering is contingent on the company’s application to list its common stock on Nasdaq. The company implemented a 1-for-3 reverse stock split on January 12, 2026, and financials for the year ended December 31, 2025 are included; revenue was $11,535,577 and net loss was $(5,507,592).