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Cardiff Lexington Corporation has filed an amended S-1 to conduct a primary offering of 1,200,000 shares of common stock, based on an assumed price of $5.00 per share, with expected net proceeds of about $4.9 million. The company plans to use the cash to repay certain debt and for working capital and general corporate purposes, and the deal includes a 15% over-allotment option and underwriter warrants.
The offering is contingent on uplisting from the OTCQB to the Nasdaq Capital Market under the symbol CDIX. Cardiff Lexington is a healthcare holding company whose Nova Ortho and Spine unit generated revenue of $8.8 million for the nine months ended September 30, 2025, but it reported a net loss of $2.8 million over that period and has a going concern warning with an accumulated deficit of $76.5 million. The business depends on plaintiff-related care with 18–24 month receivable cycles and also discloses material weaknesses in internal controls. A 1‑for‑3 reverse split on January 12, 2026 reduced outstanding common shares from 41,152,612 to 13,718,365, and shares outstanding after the offering are expected to be 16,617,890, including preferred stock conversions and advisor 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 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
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.