Cardiff Lexington Posts $3.3M Loss, Seeks Nasdaq Uplisting Amid Revenue Swings

Ticker: CDIX · Form: S-1 · Filed: Dec 15, 2025 · CIK: 811222

Sentiment: bearish

Topics: Healthcare M&A, S-1 Filing, Nasdaq Uplisting, Micro-cap, Net Loss, Orthopedics, Pain Management

Related Tickers: CDIX

TL;DR

**CDIX is a high-risk bet on a micro-cap healthcare rollup with volatile financials, contingent on a Nasdaq uplisting that might never happen.**

AI Summary

Cardiff Lexington Corporation (CDIX) is a targeted healthcare holding company focused on acquiring and building middle-market niche healthcare clinics, primarily in orthopedics, spine care, and pain management. The company's revenue is entirely derived from Nova Ortho and Spine, LLC, which generated $8,270,126 in revenue for the year ended December 31, 2024, a decrease from $11,853,266 in 2023. For the nine months ended September 30, 2025, revenue was $8,763,314, up from $5,149,416 in the same period of 2024. CDIX reported a net loss of $3,302,999 for the year ended December 31, 2024, a significant shift from a net income of $3,028,394 in 2023. Net losses continued into 2025, with $2,821,471 for the nine months ended September 30, 2025, compared to $2,392,657 for the same period in 2024. The company also owns Edge View Properties, Inc., a real estate company, but has no current plans for its development, expecting to eventually sell the property. CDIX is seeking to uplist its common stock from the OTCQB Venture Market to The Nasdaq Capital Market under the symbol "CDIX", with the offering contingent upon this uplisting.

Why It Matters

Cardiff Lexington's S-1 filing reveals a company in transition, aiming to uplist to Nasdaq while grappling with significant financial volatility, including a swing from a $3.03 million net income in 2023 to a $3.30 million net loss in 2024. For investors, the success of the Nasdaq uplisting is critical, as it could provide increased liquidity and visibility, but the company's reliance on a single revenue stream (Nova Ortho and Spine) and its recent losses present substantial risks. Employees and customers of Nova Ortho and Spine may see potential benefits from increased capital access if the uplisting succeeds, enabling expansion and improved services. In the competitive healthcare M&A landscape, CDIX's strategy of acquiring 'undervalued and undercapitalized' niche healthcare companies could be a differentiator, but its ability to execute and integrate these acquisitions profitably remains to be proven.

Risk Assessment

Risk Level: high — The company explicitly states, "Investing in our securities involves a high degree of risk." This is evidenced by the significant swing from a net income of $3,028,394 in 2023 to a net loss of $3,302,999 in 2024, and continued net losses of $2,821,471 for the nine months ended September 30, 2025. Furthermore, the offering is contingent upon uplisting to The Nasdaq Capital Market, with "no assurance can be given that our application will be approved," creating substantial uncertainty.

Analyst Insight

Investors should approach CDIX with extreme caution, recognizing the high-risk nature of this offering. Await the outcome of the Nasdaq uplisting application and review subsequent financial disclosures to assess if the company can stabilize its profitability before considering any investment.

Financial Highlights

revenue
$8,270,126
net Income
-$3,302,999
revenue Growth
-30.2%

Revenue Breakdown

SegmentRevenueGrowth
Nova Ortho and Spine, LLC$8,763,314+69.8%
Nova Ortho and Spine, LLC$8,270,126-30.2%

Key Numbers

Key Players & Entities

FAQ

What is Cardiff Lexington Corporation's primary business strategy?

Cardiff Lexington Corporation's primary business strategy is to acquire and build middle-market niche healthcare clinics, focusing on orthopedics, spine care, and pain management. They aim to locate undervalued and undercapitalized healthcare companies, providing them with capitalization and leadership to maximize value, while also seeking diversification and risk mitigation for stockholders.

What were Cardiff Lexington's revenues and net income for 2024?

For the year ended December 31, 2024, Cardiff Lexington Corporation generated revenue of $8,270,126. The company reported a net loss of $3,302,999 for the same period, a significant decrease from a net income of $3,028,394 in 2023.

Is Cardiff Lexington Corporation planning to uplist its stock?

Yes, Cardiff Lexington Corporation has applied for the listing of its common stock on The Nasdaq Capital Market under the symbol "CDIX." The closing of this offering is contingent upon their uplisting to Nasdaq, though there is no assurance their application will be approved.

Who is the CEO of Cardiff Lexington Corporation?

Alex Cunningham is the Chief Executive Officer of Cardiff Lexington Corporation. He is also listed as the agent for service for the company.

What are the main risks associated with investing in Cardiff Lexington Corporation?

Investing in Cardiff Lexington Corporation involves a high degree of risk, as explicitly stated in the S-1 filing. Key risks include significant financial volatility, evidenced by a swing from net income to a substantial net loss in 2024, and the contingency of the offering on a Nasdaq uplisting that may not be approved. The company is also a "smaller reporting company" with less rigorous reporting requirements.

What is Nova Ortho and Spine, LLC's role in Cardiff Lexington's business?

Nova Ortho and Spine, LLC is a wholly-owned operating subsidiary of Cardiff Lexington Corporation and is currently the sole generator of all the company's revenue. It operates regional primary specialty and ancillary care facilities across Florida and Georgia, providing services primarily to traumatic injury victims.

What is the current trading market for Cardiff Lexington's common stock?

Cardiff Lexington Corporation's common stock is currently quoted on the OTCQB Venture Market operated by OTC Markets Group Inc. under the symbol "CDIX." The closing price on December 12, 2025, was $1.70.

What are the underwriting fees for Cardiff Lexington's offering?

The underwriting discounts and commissions for Cardiff Lexington's offering are equal to eight percent (8%) per share. Additionally, there is a non-accountable expense allowance equal to 1% of the gross proceeds payable to R.F. Lafferty & Co., Inc., the sole bookrunning manager.

Does Cardiff Lexington Corporation have any other assets besides healthcare clinics?

Yes, Cardiff Lexington Corporation also owns Edge View Properties, Inc., a real estate company acquired on July 16, 2014. Edge View owns approximately 23 acres of land in Idaho, zoned for residential and agricultural use, though management currently has no plans to develop it and expects to eventually sell the property.

What is the significance of Cardiff Lexington being a 'smaller reporting company'?

As a "smaller reporting company," Cardiff Lexington Corporation is subject to ongoing public reporting requirements that are less rigorous than for larger, more established companies. This could make its securities less attractive to investors and may make it more difficult to compare its performance with other public companies.

Risk Factors

Industry Context

The healthcare services sector, particularly in specialized areas like orthopedics, spine care, and pain management, is characterized by an aging population and increasing demand for elective procedures. However, it is also subject to significant regulatory oversight, evolving reimbursement models, and intense competition from both independent providers and larger healthcare systems.

Regulatory Implications

As a healthcare company, CDIX is subject to stringent regulations including HIPAA, Stark Law, and Anti-Kickback statutes. Non-compliance can result in severe penalties, fines, and reputational damage, impacting its ability to operate and grow.

What Investors Should Do

  1. Monitor revenue trends and profitability of Nova Ortho and Spine, LLC.
  2. Evaluate the company's strategy for addressing net losses.
  3. Assess the impact of the Nasdaq uplisting on liquidity and valuation.
  4. Understand the terms and costs associated with the public offering.

Key Dates

Glossary

Uplisting
The process of moving a company's stock from a lower-tier exchange (like OTCQB) to a higher-tier exchange (like Nasdaq). (CDIX is seeking to uplist to Nasdaq, which could increase visibility, liquidity, and investor confidence.)
Middle-market
Refers to companies that fall between small businesses and large corporations, typically defined by revenue or employee count. (CDIX's acquisition strategy focuses on middle-market niche healthcare clinics, indicating its target size for acquisitions.)
Niche healthcare clinics
Specialized healthcare facilities focusing on specific medical areas, such as orthopedics, spine care, or pain management. (This is the core business focus for CDIX's acquisition and development strategy.)
Underwriting discounts and commissions
Fees paid by the issuer to the underwriters for their services in selling securities to the public. (CDIX is paying 8% in underwriting discounts and commissions for the offering, a significant cost of capital raising.)
Non-accountable expense allowance
A fee paid to an underwriter for general expenses related to the offering, not tied to specific costs. (CDIX is paying R.F. Lafferty & Co., Inc. a 1% non-accountable expense allowance.)
Over-allotment option (Greenshoe)
An option granted to underwriters to purchase additional shares from the issuer at the offering price, typically to stabilize the stock price after trading begins. (CDIX has granted a 15% over-allotment option, allowing underwriters to sell more shares than initially planned.)

Year-Over-Year Comparison

Compared to the prior year's filing (implied by 2023 results), Cardiff Lexington Corp shows a significant deterioration in financial performance. Revenue decreased by 30.2% from $11,853,266 in 2023 to $8,270,126 in 2024, and the company swung from a net income of $3,028,394 to a net loss of $3,302,999. While recent interim results for 2025 show revenue growth, the company continues to operate at a loss, indicating ongoing financial challenges.

Filing Stats: 4,522 words · 18 min read · ~15 pages · Grade level 16.3 · Accepted 2025-12-15 16:31:40

Key Financial Figures

Filing Documents

Risk Factors

Risk Factors 11 Cautionary Statement Regarding Forward-Looking Statements 31

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 53 Management 67

Executive Compensation

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

Description of Capital Stock

Description of Capital Stock 79 Shares Eligible for Future Sale 88 Material U.S. Federal Income Tax Considerations for Non-U.S. Holders 89

Underwriting

Underwriting 93 Legal Matters 100 Experts 100 Where You Can Find More Information 100

Financial Statements

Financial Statements F-1 Through and including , 2026 (the 25 th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in the offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. 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 " Und

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