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Cardiff Lexington Corporation is offering 1,739,130 shares of common stock based on an assumed public offering price of $3.45 per share. The prospectus states net proceeds are expected to be approximately $4.9 million, or $5.7 million if the underwriters exercise the full over-allotment option.
The offering is contingent on the company’s application to list its common stock on Nasdaq. The company implemented a 1-for-3 reverse stock split on January 12, 2026, and financials for the year ended December 31, 2025 are included; revenue was $11,535,577 and net loss was $(5,507,592).
Cardiff Lexington Corporation files its annual report describing a healthcare-focused holding company with all current revenue from Nova Ortho and Spine clinics in Florida and Georgia and a small, non‑operating real estate subsidiary, Edge View Properties.
The company’s auditor includes a going concern warning, citing an accumulated deficit of $79,490,980 and negative operating cash flow of $2,853,274 for the year ended December 31, 2025. Management estimates its eleven clinics are running at about 35% capacity, with 270–375 patients per month, and is pursuing organic growth and acquisitions.
The model relies on plaintiff-related orthopedic care with accounts receivable typically collected over 12–24 months, leading to liquidity strain and dependence on external financing. Management believes it may need $5–10 million of additional capital to execute its acquisition strategy.
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 Corp’s chief executive officer and director Alex H. Cunningham converted a large deferred pay balance into equity. On January 29, 2026, deferred compensation of $2,365,242 owed to him by the company was cancelled in exchange for 556,528 shares of common stock at $0 per share.
After this transaction, Cunningham directly beneficially owned 3,914,230 shares of common stock, and an additional 889,398 shares were held indirectly through the Alexander Hunt Cunningham, Sr. Revocable Trust.
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.