Every 8-K that CARDIFF LEXINGTN CORP (CDIX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CDIX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CDIX filings page.
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 (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 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 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.
Cardiff Lexington Corporation reported a leadership change on its Board of Directors. On December 31, 2025, Daniel Thompson resigned from the Board and from his role as Chairman. The company states that his resignation was not due to any disagreement with the company on its operations, policies, including accounting or financial policies, or practices. At the same time, Alex Cunningham, who serves as Chief Executive Officer and is already a Board member, was appointed as the new Chairman of the Board. This consolidates the roles of CEO and Chairman under Cunningham, aligning executive leadership and board leadership in a single individual.