Cardiff Lexington creates A-1 preferred voting stock
Cardiff Lexington created 2 new series A-1 preferred shares with outsized voting power, minimal economics, and automatic conversion to common stock on most transfers.
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 3.03, 5.03, 9.01
3 items
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Series A-1 preferred shares designated: 2 shares
Series A-1 liquidation preference: $250 per share
Series A-1 voting formula: 25% of all other equity votes + 1
+2 more
5 metrics
Series A-1 preferred shares designated
2 shares
Number of series A-1 preferred shares created under the certificate of designation
Series A-1 liquidation preference
$250 per share
Amount payable per series A-1 share in a liquidation, merger, or sale of substantially all assets
Series A-1 voting formula
25% of all other equity votes + 1
Votes per series A-1 share relative to the total votes held or entitled to be made by all other equity securities
Automatic conversion ratio on transfer
1 series A-1 share to 1 common share
Conversion that occurs automatically upon non-affiliate transfer of a series A-1 preferred share
Dividend participation
0
Series A-1 preferred does not participate in distributions or payments to holders of common or other stock
Key Terms
Certificate of Designation, pari passu, senior convertible preferred stock, liquidation, dissolution or winding up
4 terms
Certificate of Designation regulatory
"filed a certificate of designation with the Nevada Secretary of State’s Office"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
pari passu financial
"pari passu with all holders of parity securities and in preference"
An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.
senior convertible preferred stock financial
"series N senior convertible preferred stock, series X senior convertible preferred stock"
liquidation, dissolution or winding up financial
"In the event of any liquidation, dissolution or winding up of the Company"
FAQ
What did Cardiff Lexington Corp (CDIX) announce regarding new preferred stock?
Cardiff Lexington established a new series of preferred stock, called series A-1 preferred, by filing a certificate of designation in Nevada and designated 2 shares of its preferred stock as this series.
What are the voting rights of the series A-1 preferred stock of CDIX?
Each series A-1 preferred share has votes equal to 25% of the number of votes then held or entitled to be made by all other equity securities, plus one vote, and votes together with the common stock and other voting securities on most matters.
Does the CDIX series A-1 preferred stock have dividend or economic rights?
No. The series A-1 preferred stock is not entitled to participate in any distributions or payments to common or other stockholders and has no economic interest in Cardiff Lexington, other than a limited liquidation preference.
What liquidation rights do holders of CDIX series A-1 preferred stock have?
On liquidation events, each series A-1 preferred share is entitled to receive $250 per share, paid after senior securities, pari passu with parity securities, and before junior securities, including common stock; after that, A-1 holders do not participate further.
Where does the CDIX series A-1 preferred rank in the capital structure?
For liquidation, series A-1 preferred is senior to common stock and other junior classes, on parity with series A preferred, and junior to series F-1, series L, series N senior convertible, series X senior convertible, series Y senior convertible, and any class expressly made senior to it.
AI-generated analysis. How Rhea-AI works. Not financial advice.
