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.