Cardiff Lexington (CDIX) removes redemption rights on Series N senior convertible preferred

Rhea-AI Filing Summary

Cardiff Lexington Corporation amended the terms of its Series N Senior Convertible Preferred Stock. The company filed a Certificate of Amendment in Nevada that eliminates the prior redemption provisions, which had allowed the company to optionally redeem the shares and had given holders a mandatory redemption right in certain situations.

The change was approved by the required holders of the Series N preferred shares, meaning the investor group in that class consented to removing these redemption features. The amendment is attached as an exhibit, providing the full, updated terms of the Series N Senior Convertible Preferred Stock.

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Capital structure and securities analyst

Cardiff Lexington removes redemption rights from its Series N preferred stock.

Cardiff Lexington changed the Certificate of Designation for its Series N Senior Convertible Preferred Stock by removing both the company’s optional redemption right and the holders’ mandatory redemption right in specified circumstances. This alters the economic profile and exit mechanics for that security class.

The amendment was approved by the requisite Series N holders, indicating consent from investors directly affected. Removing redemption provisions may shift focus toward conversion or other liquidity paths defined in the remaining terms of the preferred stock, as now reflected in the updated designation.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2026 (January 29, 2026)

Cardiff Lexington Corporation

(Exact name of registrant as specified in its charter)

Nevada		000-49709		84-1044583
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

710 East Main Street, Lexington, KY		40502
(Address of principal executive offices)		(Zip Code)

(800) 530-2100

(Registrant’s telephone number, including area code)

3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV 89169

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03 Material Modification to Rights of Security Holders.

On January 29, 2026, Cardiff Lexington Corporation (the “Company”) filed a Certificate of Amendment (the “Amendment”) to the Certificate of Designation for the Company’s Series N Senior Convertible Preferred Stock (the “Certificate of Designation”) with the Nevada Secretary of State’s Office, pursuant to which the Certificate of Designation was amended to remove the redemption provisions, which previously provided for an optional redemption by the Company and a mandatory redemption at the option of the holder in certain circumstances. The Amendment was approved by the requisite holders of the Company’s Series N Senior Convertible Preferred Stock.

The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as an exhibit to this report and is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 above is incorporated herein in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
3.1		Certificate of Designation of Series N Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K filed on June 6, 2023)
3.2		Certificate of Amendment to Certificate of Designation of Series N Senior Convertible Preferred Stock of Cardiff Lexington Corporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 3, 2026	CARDIFF LEXINGTON CORPORATION
	/s/ Alex Cunningham
	Name: Alex Cunningham
	Title: Chief Executive Officer

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FAQ

What did Cardiff Lexington (CDIX) change in its Series N preferred stock?

Cardiff Lexington amended the Certificate of Designation for its Series N Senior Convertible Preferred Stock to remove all redemption provisions. These provisions had previously allowed optional redemption by the company and mandatory redemption at the holder’s option under certain circumstances, changing how investors might exit this security.

Who approved the amendment to Cardiff Lexington’s Series N preferred stock?

The amendment to the Series N Senior Convertible Preferred Stock was approved by the requisite holders of that series. Their approval indicates that investors in this preferred class consented to eliminating the previous redemption rights and adopting the revised terms filed with the Nevada Secretary of State.

How does the Cardiff Lexington (CDIX) 8-K describe the Series N amendment?

The 8-K explains that Cardiff Lexington filed a Certificate of Amendment in Nevada to modify the Series N Senior Convertible Preferred Stock by removing its redemption provisions. It notes this is a summary and directs readers to the full text of the amendment attached as an exhibit for complete details.

What redemption rights were removed from Cardiff Lexington’s Series N preferred?

The amendment removed both the company’s optional redemption right and the mandatory redemption right at the option of the holder in certain circumstances. This means neither Cardiff Lexington nor Series N holders now have those prior contractual redemption mechanisms under the amended designation.

Where can investors find the full text of Cardiff Lexington’s Series N amendment?

Investors can review the full text of the Certificate of Amendment to the Series N Senior Convertible Preferred Stock in the exhibits to the 8-K. The company incorporates this exhibit by reference, making it the authoritative source for the updated terms and conditions of the Series N securities.