Cardiff Lexingto SEC Filings

Cardiff Lexington Corporation filed Amendment No. 2 to its S-1 registration statement. The company states this amendment is being made solely to file additional and updated exhibits listed in Item 16, such as a form of underwriting agreement, various preferred stock designations, warrant forms, loan and security agreements, employment and equity incentive plan documents, and legal opinions related to the shares and representative’s warrant. The preliminary prospectus in Part I and the remainder of Part II of the original registration statement remain unchanged and are omitted from this amendment. The filing also restates standard undertakings regarding indemnification under the Securities Act and is signed on behalf of the company by Chief Executive Officer and Chairman Alex Cunningham and other officers and directors.

Cardiff Lexington Corporation is conducting a primary offering of 1,500,000 shares of common stock, based on an assumed public offering price of $4.00 per share. The company’s stock now trades on the OTCQB under “CDIX,” and the closing of this offering is contingent on its common stock being approved for listing on The Nasdaq Capital Market under the same symbol.

At the assumed price, Cardiff Lexington expects to receive net proceeds of about $4.9 million, or $5.7 million if the underwriters fully exercise their 15% over-allotment option, which it plans to use to repay certain debt and for working capital and general corporate purposes. A recent 1‑for‑3 reverse stock split reduced outstanding shares from 41,152,612 to 13,718,365, and the company expects 16,361,362 shares outstanding after the offering, including automatic conversion of certain preferred stock and 200,000 shares issued to its financial advisor.

Cardiff Lexington is a healthcare-focused holding company whose revenue comes entirely from Nova Ortho and Spine, LLC, generating $8.27 million in 2024 and $8.76 million for the nine months ended September 30, 2025. Despite this, it recorded a net loss of $3.30 million in 2024 and $2.82 million for the first nine months of 2025, and its auditor issued a going concern paragraph, citing an accumulated deficit of $76,533,799 as of September 30, 2025. The company’s plaintiff-focused model creates an 18–24 month receivables collection cycle, pressuring liquidity and increasing reliance on external financing.

Cardiff Lexington Corp Chief Financial Officer granted restricted stock. On January 13, 2026, CFO Matthew T. Shafer received a restricted stock award of 62,500 shares of Cardiff Lexington common stock under the company’s 2024 Equity Incentive Plan at a grant price of $0 per share. Of this award, 31,250 shares vested immediately on the grant date, while 15,625 shares are scheduled to vest on January 2, 2027 and another 15,625 shares on January 2, 2028, conditioned on his continuous service with the company. Following this equity grant, Shafer directly beneficially owned 74,168 shares of Cardiff Lexington common 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.

Cardiff Lexington Corp insider Daniel R. Thompson, the company’s chairman, director and 10% owner, reported multiple conversions of preferred stock into common shares. On October 25, 2024, he converted 13,062 shares of Series B Preferred Stock into 26,124 common shares and 1 share of Series C Preferred Stock into 10,000 common shares, including trust-held positions.

On November 20, 2024 and April 9, 2025, Thompson entered cancellation and exchange agreements that replaced Series I Preferred Stock with new Series B, C and E preferred shares. All Series B, C and E Preferred Stock automatically converted into common stock on April 24, 2025, and all Series I Preferred Stock automatically converted into common stock on November 19, 2025. Following the last conversion, Thompson beneficially owned 11,666,429 shares of Cardiff Lexington common stock.

Cardiff Lexington Corp reported insider equity awards to director Louis Jack Staley. On September 26, 2025, he received two restricted stock grants of 5,000 common shares each under the company’s 2024 Equity Incentive Plan. One grant vested in full on the grant date, while the other provides 1,250 shares vesting immediately and the remaining shares vesting in equal quarterly installments over three quarters starting October 1, 2025, conditioned on his continuous service.

On December 11, 2025, he was also granted a stock option covering 50,000 common shares at an exercise price of $1.729 per share, expiring December 11, 2035. This option vests in four equal quarterly installments beginning January 1, 2026, subject to his continued service, and leaves him holding 20,000 common shares and 50,000 options after the reported transactions.

Cardiff Lexington Corp Chief Financial Officer Matthew T. Shafer reported two equity transactions. On November 19, 2025, 5,000 shares of Series I Preferred Stock that he had previously received as partial compensation were automatically converted into 10,000 shares of Common Stock at a stated price of $0 per share, leaving him with 10,000 Common shares held directly.

On December 11, 2025, he was granted a restricted stock award of 25,000 shares of Common Stock under the company’s 2024 Equity Incentive Plan, also at a stated price of $0. These shares vest in full on December 11, 2026, subject to his continuous service, bringing his reported direct beneficial ownership to 35,000 Common shares.

Cardiff Lexington Corp reported new equity awards to director Catherine B. Pennington. On September 26, 2025 she received two restricted stock grants totaling 10,000 shares of common stock under the 2024 Equity Incentive Plan at no cash cost. One 5,000-share grant vested in full immediately, while the other 5,000 shares vest with 1,250 shares on the grant date and the remaining shares vesting quarterly over three quarters starting October 1, 2025, subject to her continuous service.

Following these stock awards, she beneficially owns 20,000 common shares. On December 11, 2025 she was also granted a stock option covering 50,000 common shares at an exercise price of $1.729 per share, expiring December 11, 2035. This option vests in four quarterly installments beginning January 1, 2026, conditioned on continued service.

Cardiff Lexington Corp director Gillard B. Johnson, III reported new equity awards. On September 26, 2025, he received two restricted stock grants of 5,000 common shares each under the issuer's 2024 Equity Incentive Plan. One 5,000-share award vested in full on the grant date, while the second grant vests with 1,250 shares immediately and the remaining shares in equal quarterly installments over three quarters starting October 1, 2025, subject to his continuous service.

Following these grants, he beneficially owns 20,000 common shares directly. On December 11, 2025, he was also granted a stock option for 50,000 common shares at an exercise price of $ 1.729 per share, vesting quarterly over four quarters beginning January 1, 2026 and expiring on December 11, 2035, also conditioned on continued service.