Cardiff Lexington Corp Files S-1/A Amendment

TL;DR

<b>Cardiff Lexington Corporation has filed an S-1/A amendment with various edits.</b>

AI Summary

Cardiff Lexington Corp (CDIX) filed a Amended IPO Registration (S-1/A) with the SEC on April 5, 2024. Cardiff Lexington Corporation filed an S-1/A amendment on April 5, 2024. The filing indicates various edits have been made throughout the document. The company's fiscal year ends on December 31st. Cardiff Lexington Corp was formerly known as Cardiff International Inc, United American Inc, and Cardiff Financial Inc. The company is incorporated in Florida and its business address is in Las Vegas, Nevada.

Why It Matters

For investors and stakeholders tracking Cardiff Lexington Corp, this filing contains several important signals. This amendment suggests the company is actively working on its registration statement, potentially for an upcoming offering or significant corporate event. The historical name changes indicate a history of restructuring or strategic shifts, which could be relevant to understanding its current business trajectory.

Risk Assessment

Risk Level: low — Cardiff Lexington Corp shows low risk based on this filing. The filing is an amendment to a registration statement (S-1/A) and does not contain new financial performance data or significant operational updates, making the immediate risk assessment low.

Analyst Insight

Monitor future filings for specific details regarding the 'various edits' and the purpose of this S-1/A amendment.

Key Numbers

• 2024-04-05 — Filing Date (S-1/A filing date)
• 8011 — SIC Code (Standard Industrial Classification)
• 841044583 — IRS Number (Internal Revenue Service number)
• 333-273324 — SEC File Number (SEC registration file number)

Key Players & Entities

• Cardiff Lexington Corp (company) — Filer
• Cardiff International Inc (company) — Former company name
• United American Inc (company) — Former company name
• Cardiff Financial Inc (company) — Former company name
• 3753 Howard Hughes Parkway (location) — Business address
• Las Vegas (location) — Business address city
• NV (location) — Business address state
• FL (location) — State of incorporation

FAQ

Industry Context

Cardiff Lexington Corp operates within the healthcare sector, specifically as offices and clinics of doctors of medicine (SIC code 8011).

Regulatory Implications

The filing is an S-1/A, an amendment to a registration statement under the Securities Act of 1933, indicating ongoing regulatory compliance and disclosure processes.

What Investors Should Do

1. Review the specific 'various edits' in the S-1/A filing to understand the nature of the updates.
2. Track future SEC filings from Cardiff Lexington Corp for further developments or disclosures.
3. Research the company's historical name changes to understand its corporate evolution.

Key Dates

• 2024-04-05: S-1/A Filing — Amendment to registration statement filed.

Year-Over-Year Comparison

This filing is an amendment (S-1/A) to a previous registration statement, indicating updates rather than a new initial filing.

Key Financial Figures

• $5.00 — ck, assuming a public offering price of $5.00 per share (which is the midpoint of the
• $4.00 — e public offering price will be between $4.00 and $6.00 per share. Our common stock
• $6.00 — ffering price will be between $4.00 and $6.00 per share. Our common stock is curren
• $6.50 — common stock on the OTC Pink Market was $6.50. In connection with this offering, we i
• $650,000 — xpense allowance, will be approximately $650,000. We have granted the underwriters an
• $11,853,266 — re business, which generated revenue of $11,853,266 and $10,693,196 for the years ended Dec
• $10,693,196 — ch generated revenue of $11,853,266 and $10,693,196 for the years ended December 31, 2023 a
• $3,028,394 — cember 31, 2023, we had a net income of $3,028,394, as compared to a net loss of $5,429,52
• $5,429,521 — 3,028,394, as compared to a net loss of $5,429,521 for the year ended December 31, 2022.

Filing Documents

• cardiff_s1a2.htm (S-1/A) — 2262KB
• cardiff_ex1021.htm (EX-10.21) — 44KB
• cardiff_ex1022.htm (EX-10.22) — 66KB
• cardiff_ex2301.htm (EX-23.1) — 2KB
• image_001.jpg (GRAPHIC) — 10KB
• image_005.jpg (GRAPHIC) — 75KB
• 0001683168-24-002132.txt (&nbsp;) — 8842KB
• cdif-20231231.xsd (EX-101.SCH) — 63KB
• cdif-20231231_cal.xml (EX-101.CAL) — 69KB
• cdif-20231231_def.xml (EX-101.DEF) — 224KB
• cdif-20231231_lab.xml (EX-101.LAB) — 377KB
• cdif-20231231_pre.xml (EX-101.PRE) — 313KB
• cardiff_s1a2_htm.xml (XML) — 1426KB

Risk Factors

Risk Factors 12 Cautionary Statement Regarding Forward-Looking Statements 30

Use of Proceeds

Use of Proceeds 32 Dividend Policy 33 Capitalization 34

Dilution

Dilution 37 Market Price of Common Equity and Related Stockholder Matters 39

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 40

Business

Business 51 Management 66

Executive Compensation

Executive Compensation 72 Current Relationships and Related Party Transactions 77 Principal Stockholders 78

Description of Capital Stock

Description of Capital Stock 80 Shares Eligible for Future Sale 92 Material U.S. Federal Income Tax Considerations for Non-U.S. Holders 93

Underwriting

Underwriting 97 Legal Matters 101 Experts 101 Where You Can Find More Information 101

Financial Statements

Financial Statements F-1 i ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these shares of common stock in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. Persons who come into possession of this prospectus and any applicable free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectus applicable to that jurisdiction. See " Underwriting " for additional information on these restrictions. INDUSTRY AND MARKET DATA We are responsible for the disclosure in this prospectus. However, this prospectus includes industry data that we obtained from market research, publicly available information and industry publications. We did not fund and are not otherwise affiliated with any of the sources cited in this pr

View Full Filing

View this S-1/A filing on SEC EDGAR