Cardiff Lexington Corp Enters Material Definitive Agreement

TL;DR

Cardiff Lexington Corp just signed a big deal, filing an 8-K on June 11, 2024.

AI Summary

On June 11, 2024, Cardiff Lexington Corporation entered into a material definitive agreement. The filing also includes financial statements and exhibits related to this event. The company, formerly known as Cardiff International Inc., is incorporated in Nevada and has its principal executive offices in Las Vegas, NV.

Why It Matters

This filing indicates a significant new agreement for Cardiff Lexington Corporation, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement is a significant event that can introduce new risks and opportunities, requiring further analysis of the agreement's terms.

Key Players & Entities

• Cardiff Lexington Corporation (company) — Registrant
• June 11, 2024 (date) — Date of earliest event reported
• Cardiff International Inc. (company) — Former company name
• 3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV 89169 (location) — Business and Mail Address

FAQ

Key Financial Figures

• $535,000 — missory Note in the principal amount of $535,000 (the " New Note "). The Settlement Agre
• $5 million — ows: (i) if the Company raises at least $5 million but less than $6 million in its planned
• $6 million — aises at least $5 million but less than $6 million in its planned underwritten public offe
• $250,000 — ng (the " Offering "), then it must pay $250,000 on the closing date of the Offering, wi
• $125,000 — date of the Offering, with payments of $125,000, $125,000 and $35,000 to follow on the
• $35,000 — with payments of $125,000, $125,000 and $35,000 to follow on the 90 th , 180 th , and 2
• $7 million — aises at least $6 million but less than $7 million in the Offering, then it must pay $390,
• $390,000 — llion in the Offering, then it must pay $390,000 on the closing date of the Offering and
• $145,000 — on the closing date of the Offering and $145,000 on the 90 th day following the closing
• $25,000 — 24, then the Company is required to pay $25,000 on such date and to continue making pay
• $100,000 — ompany is required to make a payment of $100,000 on the closing date of such other publi

Filing Documents

• cardiff_8k.htm (8-K) — 30KB
• cardiff_ex1001.htm (EX-10.1) — 51KB
• cardiff_ex1002.htm (EX-10.2) — 45KB
• 0001683168-24-004119.txt ( ) — 313KB
• cdif-20240611_pre.xml (EX-101.PRE) — 22KB
• cdif-20240611_lab.xml (EX-101.LAB) — 33KB
• cdif-20240611.xsd (EX-101.SCH) — 3KB
• 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 November 19, 2019, Cardiff Lexington Corporation (the " Company ") entered into a securities purchase agreement (the " Purchase Agreement ") with GHS Investments, LLC (" GHS "), pursuant to which GHS purchased 165 shares of the Company's series R convertible preferred stock (the " Shares "). In addition, on November 8, 2019, the Company issued an 8% Convertible Secured Redeemable Note Due November 8, 2020 to GHS and on September 3, 2020, the Company issued a Senior Secured Convertible Promissory Note to GHS (the " Notes ," and together with the Purchase Agreement, the " Transaction Agreements "). On June 11, 2024, the Company entered into a settlement agreement and release of claims (the " Settlement Agreement ") with GHS, pursuant to which GHS agreed to terminate the Transaction Agreements and cancel the Shares and the Notes in exchange for a new Fixed Amount Settlement Promissory Note in the principal amount of $535,000 (the " New Note "). The Settlement Agreement contains customary representations and warranties for a transaction of this type, as well as a customary mutual release of claims by the Company and GHS. The New Note does not bear interest and requires fixed payments as follows: (i) if the Company raises at least $5 million but less than $6 million in its planned underwritten public offering (the " Offering "), then it must pay $250,000 on the closing date of the Offering, with payments of $125,000, $125,000 and $35,000 to follow on the 90 th , 180 th , and 240 th days following the closing of the Offering, respectively; (ii) if the Company raises at least $6 million but less than $7 million in the Offering, then it must pay $390,000 on the closing date of the Offering and $145,000 on the 90 th day following the closing of the Offering; and (iii) if the Company raises at least $7 million in the Offering, then it must repay the entire principal amount on the closing dat

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 10.1 Settlement Agreement and Release of Claims, dated June 11, 2024, between Cardiff Lexington Corporation and GHS Investments, LLC 10.2 Fixed Amount Settlement Promissory Note issued by Cardiff Lexington Corporation to GHS Investments, LLC on June 11, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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: June 11, 2024 CARDIFF LEXINGTON CORPORATION /s/ Alex Cunningham Name: Alex Cunningham Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR