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.
The Cardiff Lexington Corporation (CDIX) SEC filings page on Stock Titan provides direct access to the company’s U.S. regulatory documents, along with AI-powered summaries to help interpret complex disclosures. As a Nevada-incorporated healthcare holding company and smaller reporting company, Cardiff Lexington files registration statements, current reports, and periodic reports that describe its operations, capital structure, and risks.
Investors can review Form S-1 filings, such as the registration statement filed in December 2025 in connection with a proposed public offering and planned uplisting of CDIX to The Nasdaq Capital Market. The S-1 includes detailed financial statements, risk factors, information on preferred and common stock, and the company’s description of its business as a targeted healthcare holding company focused on orthopedic, spine care, and pain management clinics through Nova Ortho and Spine, LLC.
Form 8-K current reports are also available, including filings that document material corporate events. For example, a January 2026 Form 8-K records the resignation of Daniel Thompson from the Board of Directors, notes that his departure was not due to any disagreement with the company, and confirms the appointment of Chief Executive Officer Alex Cunningham as Chairman of the Board. These filings provide authoritative detail on governance changes and other significant developments.
Through this page, users can track quarterly and annual reports (Forms 10-Q and 10-K, when filed) to analyze Cardiff Lexington’s revenue, gross profit, operating income, interest expense, mezzanine equity, preferred stock series, and accumulated deficit. AI-generated highlights help clarify key sections, such as segment information related to Nova Ortho and Spine, non-GAAP reconciliations referenced in earnings materials, and discussions of liquidity and capital resources.
In addition, the filings page surfaces insider and capital markets-related disclosures where applicable, allowing users to monitor how Cardiff Lexington manages its capital structure, including reverse stock splits and line-of-credit arrangements discussed in its public documents. Real-time updates from EDGAR, combined with AI explanations, make it easier to understand the implications of new filings for CDIX shareholders and prospective investors.
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.
Cardiff Lexington Corp insider Alex Cunningham, the chief executive officer, director and 10% owner, reported several equity transactions involving preferred and common stock.
On April 9, 2025 he entered a cancellation and exchange agreement, surrendering 195,750 shares of Series I Preferred Stock for cancellation in exchange for 150,000 shares of Series B Preferred Stock, 3 shares of Series C Preferred Stock and 27,000 shares of Series E Preferred Stock.
On April 24, 2025 all shares of Series B, Series C and Series E Preferred Stock, including those he held, were automatically converted into 1,050,000, 270,000 and 154,000 shares of common stock at a price of $0. On September 8, 2025 he transferred 2,496,834 common shares to the Alexander Hunt Cunningham, Sr. Revocable Trust, where he serves as trustee, and on November 19, 2025 all remaining Series I Preferred Stock, including his holdings, automatically converted into 10,073,092 common shares.
Cardiff Lexington Corporation is seeking to raise capital through a new primary common stock offering and an uplisting of its shares from the OTCQB to the Nasdaq Capital Market. The company plans to use net proceeds mainly to repay certain debt and for working capital and general corporate purposes, while granting underwriters a 45‑day option to buy up to 15% additional shares and issuing representative warrants equal to 5% of shares sold.
Cardiff Lexington operates Nova Ortho and Spine clinics in Florida and Georgia and owns a non‑core Idaho real estate asset. All current revenue comes from the healthcare business, which generated $8,763,314 in revenue for the nine months ended September 30, 2025, up from $5,149,416 a year earlier, but the company recorded net losses of $2,821,471 over that period and $3,302,999 in 2024 after a $3,028,394 net income in 2023.
As of September 30, 2025, cash was $232,033, total current liabilities were $22,380,748 and stockholders’ equity showed a deficit of $364,430. The independent auditor has issued a going concern explanatory paragraph, the accumulated deficit reached $76,533,799, and management discloses material weaknesses in internal controls alongside an acquisition‑driven strategy that depends on additional external financing.
Cardiff Lexington Corporation has obtained written consent from majority stockholders to authorize its board of directors to implement a reverse stock split of the company’s common stock at a ratio between 1-for-2 and 1-for-6 any time before March 31, 2026. The board may choose the exact ratio, delay effectiveness, or abandon the action without further stockholder approval.
As of the November 14, 2025 record date, the company had 19,954,708 shares of common stock outstanding, plus series A, I and L preferred stock, with the majority group controlling about 83.51% of total voting power. Illustratively, a 1-for-6 split would reduce common shares outstanding from 19,954,708 to about 3,325,785, with fractional shares rounded up to the nearest whole share.
The company expects the reverse split to increase the per-share trading price and potentially broaden marketability, but acknowledges there is no assurance of a proportional or sustained price increase and notes possible reduced liquidity and more odd-lot holdings. The split is structured to be tax-free to U.S. holders as a recapitalization, stockholders have no appraisal rights, and percentage ownership is expected to remain generally unchanged aside from rounding.
Cardiff Lexington (CDIX) reported Q3 2025 results. Revenue rose to $3,058,740 from $1,355,641 a year ago, lifting gross profit to $1,909,579. Operating income reached $643,279, but higher interest expense of $1,765,528 drove a net loss of $1,144,299. For the nine months, revenue was $8,763,314 with a net loss of $2,821,471.
The balance sheet shows cash of $232,033, accounts receivable of $20,699,999, and line of credit borrowings of $14,727,190 as of September 30, 2025. The company continues to record healthcare receivables and revenue at a settlement realization rate of 42%. Accumulated deficit was $76,533,799 and management disclosed substantial doubt about continuing as a going concern absent additional capital.
The company restated 2024 cash flows to reclassify $1,953,667 of non‑cash interest to operating activities, with no change to total cash flows. Common shares outstanding were 19,904,708 as of September 30, 2025; 19,954,708 were outstanding as of November 10, 2025.