Cardiff Lexington Corp. Files S-1/A Amendment

TL;DR

Cardiff Lexington Corp. filed an S-1/A amendment on 6/12/24, responding to SEC comments. Status update.

AI Summary

Cardiff Lexington Corp. filed an S-1/A amendment on June 12, 2024, responding to SEC comments. The company, formerly known as Cardiff International Inc., is incorporated in Florida and has a principal business address in Las Vegas, Nevada. This filing is an amendment to their S-1 registration statement.

Why It Matters

This filing indicates ongoing regulatory processes for Cardiff Lexington Corp., which could impact its ability to raise capital or proceed with planned business activities.

Risk Assessment

Risk Level: medium — S-1/A filings often indicate a company is seeking to go public or raise capital, which carries inherent risks, and amendments suggest ongoing regulatory review.

Key Numbers

• 333-273324 — SEC File Number (Refers to the SEC registration file for Cardiff Lexington Corp.)

Key Players & Entities

• Cardiff Lexington Corp. (company) — Filer of the S-1/A amendment.
• 0000811222 (company) — Central Index Key for Cardiff Lexington Corp.
• 3753 HOWARD HUGHES PARKWAY SUITE 200 LAS VEGAS, NV 89169 (company) — Business and mailing address for Cardiff Lexington Corp.
• 844-628-2100 (company) — Business phone number for Cardiff Lexington Corp.
• Cardiff International Inc. (company) — Former name of Cardiff Lexington Corp.
• 20000211 (date) — Date of name change from Cardiff International Inc.
• United American Inc. (company) — Former name of Cardiff Lexington Corp.
• 19910924 (date) — Date of name change from United American Inc.
• Cardiff Financial Inc. (company) — Former name of Cardiff Lexington Corp.
• 19890510 (date) — Date of name change from Cardiff Financial Inc.

FAQ

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
• $7.00 — common stock on the OTC Pink Market was $7.00. In connection with this offering, we h
• $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
• $2,661,966 — er 31, 2023 and 2022, respectively, and $2,661,966 and $2,706,399 for the three months end
• $2,706,399 — 2022, respectively, and $2,661,966 and $2,706,399 for the three months ended March 31, 20
• $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. F
• $283,104 — 31, 2024 and 2023, we had a net loss of $283,104 and $15,991, respectively. 1 Our Cor
• $15,991 — 2023, we had a net loss of $283,104 and $15,991, respectively. 1 Our Corporate Histo

Filing Documents

• cardiff_s1a5.htm (S-1/A) — 2784KB
• cardiff_ex0101.htm (EX-1.1) — 346KB
• cardiff_ex0501.htm (EX-5.1) — 24KB
• cardiff_ex2301.htm (EX-23.1) — 2KB
• image_001.jpg (GRAPHIC) — 10KB
• image_005.jpg (GRAPHIC) — 75KB
• fennemorelogo.jpg (GRAPHIC) — 3KB
• 0001683168-24-004135.txt ( ) — 9114KB
• cdif-20240331.xsd (EX-101.SCH) — 56KB
• cdif-20240331_cal.xml (EX-101.CAL) — 63KB
• cdif-20240331_def.xml (EX-101.DEF) — 186KB
• cdif-20240331_lab.xml (EX-101.LAB) — 335KB
• cdif-20240331_pre.xml (EX-101.PRE) — 287KB
• cardiff_s1a5_htm.xml (XML) — 1173KB

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 36 Market Price of Common Equity and Related Stockholder Matters 38

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 39

Business

Business 52 Management 67

Executive Compensation

Executive Compensation 73 Current Relationships and Related Party Transactions 78 Principal Stockholders 79

Description of Capital Stock

Description of Capital Stock 81 Shares Eligible for Future Sale 91 Material U.S. Federal Income Tax Considerations for Non-U.S. Holders 92

Underwriting

Underwriting 96 Legal Matters 100 Experts 100 Where You Can Find More Information 100

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

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View this S-1/A filing on SEC EDGAR