Cardiff Lexington Corp Files 8-K with Material Agreements

TL;DR

Cardiff Lexington Corp filed an 8-K detailing material agreements and equity sales.

AI Summary

On May 13, 2024, Cardiff Lexington Corporation entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes affecting Cardiff Lexington Corporation's security holders and financial structure.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Cardiff Lexington Corporation (company) — Registrant
• May 13, 2024 (date) — Date of earliest event reported
• May 14, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $3,755,632 — e exchanged the Note, with a balance of $3,755,632 as of such date, for 938,908 shares of
• $4.00 — per annum of 10.0% of the stated value ($4.00 per share); provided that upon an Event

Filing Documents

• cardiff_8k.htm (8-K) — 42KB
• cardiff_ex0401.htm (EX-4.1) — 69KB
• cardiff_ex1001.htm (EX-10.1) — 133KB
• cardiff_ex1002.htm (EX-10.2) — 92KB
• image_001.jpg (GRAPHIC) — 225KB
• 0001683168-24-003416.txt ( ) — 882KB
• cdif-20240513.xsd (EX-101.SCH) — 3KB
• cdif-20240513_lab.xml (EX-101.LAB) — 33KB
• cdif-20240513_pre.xml (EX-101.PRE) — 22KB
• cardiff_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on September 22, 2022, Cardiff Lexington Corporation (the " Company ") issued a consolidated senior secured convertible promissory note (the " Note ") to Leonite Capital LLC (" Leonite "). On May 13, 2024, the Company entered into a securities exchange agreement (the " Exchange Agreement ") with Leonite, pursuant to which Leonite exchanged the Note, with a balance of $3,755,632 as of such date, for 938,908 shares of the Company's newly designated series Y senior convertible preferred stock (the " Shares "). The Exchange Agreement contains customary representations and warranties and covenants for a transaction of this type. In addition, pursuant to the Exchange Agreement, so long as the shares of series Y senior convertible preferred stock are outstanding, the Company agreed that it will not, without Leonite's prior written consent: (i) change the nature of its business; (ii) sell, divest, acquire, change the structure of any material assets other than in the ordinary course of business; (iii) enter into any Variable Rate Transactions (as defined in the Exchange Agreement) or solicit any offers for, respond to any unsolicited offers for, or conduct any negotiations with any other person or entity in respect of any Variable Rate Transactions; or (iv) accept a merchant-cash-advance in which the Company sells future receivables at a discount or any other factoring transactions, or similar financing instruments or financing transactions. Pursuant to the Exchange Agreement, the Company also granted Leonite with piggy-back registration rights to register the shares of common stock underlying the series Y senior convertible preferred stock. The Exchange Agreement also contains a standard most favored nations provision which provides that, upon any issuance of (or announcement of intent to effect an issuance of) any security, or amendment to (or announcement of intent to effect an amendment

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 regarding the issuance of the Shares is incorporated by reference into this Item 3.02. The issuance of these securities is being made in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 1.01 regarding the terms of the series Y senior convertible preferred stock is incorporated by reference into this Item 3.02.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 4.1 Certificate of Designation of Series Y Senior Convertible Preferred Stock of Cardiff Lexington Corporation 10.1 Securities Exchange Agreement, dated May 13, 2024, between Cardiff Lexington Corporation and Leonite Capital LLC 10.2 Security and Pledge Agreement, dated May 13, 2024, among Cardiff Lexington Corporation, Nova Ortho and Spine, LLC, Edge View Properties, Inc. and Leonite Capital LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 14, 2024 CARDIFF LEXINGTON CORPORATION /s/ Alex Cunningham Name: Alex Cunningham Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR