CDIX.OQXCardiff Lexington CORP

S-1/A: Cardiff Lexington Files Amendment No. 6 to Form S-1/A for Share Registration

Sentiment:

S-1/A Amendment

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Cardiff Lexington Corporation files Amendment No. 6 to its Form S-1/A registration statement, primarily to include updated exhibits related to its proposed offering of common stock and related securities.

Capital raiseThe company is registering up to $9,200,000 shares of its common stock for a potential offering.The offering includes $8,000,000 shares on a firm commitment basis and $1,200,000 shares related to an over-allotment option.Shares of common stock equal to 5% of the aggregate offering shares will be issued upon exercise of warrants granted to the underwriters.

Summary

  • Cardiff Lexington Corporation has filed Amendment No. 6 to its Form S-1/A registration statement with the SEC.
  • The amendment primarily includes updated exhibits, such as the opinion of Fennemore Craig P.C. regarding the legality of the shares being registered.
  • The registration statement pertains to the offering of up to $9,200,000 shares of common stock, including $8,000,000 firm shares and $1,200,000 shares related to an over-allotment option.
  • It also covers shares of common stock equal to 5% of the aggregate offering shares, which will be issued upon exercise of warrants granted to the underwriters.
  • The company has incorporated various documents by reference, including underwriting agreements, articles of incorporation, bylaws, and agreements with investors and service providers.

Sentiment

Score: 6

Explanation: The sentiment is neutral as it is a procedural filing. The company is moving forward with its registration, but there are no specific positive or negative financial details in this amendment.

Positives

  • The company is proceeding with its registration statement, indicating progress towards a potential offering.
  • Legal counsel has provided an opinion on the legality of the shares, which is a necessary step for the offering.

Risks

  • The company's ability to successfully complete the offering is subject to market conditions and regulatory approval.
  • The numerous incorporated documents by reference suggest a complex financial structure, which could pose risks.

Future Outlook

The company intends to proceed with the offering of its securities as soon as practicable after the registration statement becomes effective.

Industry Context

This announcement is a standard step for companies seeking to raise capital through public markets, and the filing of amendments to registration statements is common during the SEC review process.

Stakeholder Impact

  • Shareholders may be impacted by the potential dilution from the offering of new shares.
  • The company's ability to raise capital could impact its future operations and growth.

Next Steps

  • The company will await SEC review and potential effectiveness of the registration statement.
  • The company will then proceed with the offering of securities.

Key Dates

DateDescription
January 24, 2017Convertible Promissory Note issued to Greentree Financial Group, Inc.
September 12, 2016Convertible Promissory Note issued to Greentree Financial Group, Inc.
July 15, 2020Employment Agreement between Cardiff Lexington Corporation and Alex Cunningham.
July 15, 2020Employment Agreement between Cardiff Lexington Corporation and Daniel Thompson.
June 4, 2021Management Agreement among Cardiff Lexington Corporation, Nova Ortho and Spine, LLC and Dr. Marc D Brodsky, Michael Wycoki, Jr., PA and Dr. Kevin Fitzgerald.
June 1, 2021Securities Purchase Agreement between Cardiff Lexington Corporation and SILAC Insurance Company.
June 1, 2021Guaranty by Nova Ortho and Spine, LLC in favor of SILAC Insurance Company.
June 1, 2021Security Agreement between Nova Ortho and Spine, LLC and SILAC Insurance Company.
June 1, 2021Security and Stock Pledge Agreement between Cardiff Lexington Corporation and SILAC Insurance Company.
May 21, 2021Common Stock Purchase Warrant issued to SILAC Insurance Company.
June 6, 2023Annual Report on Form 10-K filed.
March 24, 2023Amended and Restated Bylaws of the Company adopted.
July 19, 2023Registration Statement on Form S-1 filed.
July 26, 2023Amended and Restated Articles of Incorporation of the Company filed.
August 3, 2023Amendment No. 1 to the Registration Statement on Form S-1/A filed.
September 29, 2023Revolving Purchase and Security Agreement among Cardiff Lexington Corporation, Nova Ortho and Spine, LLC, Platinum Tax Defenders, Edge View Properties, Inc. and DML HC Series, LLC Series 308.
September 29, 2023Guaranty and Security Agreement among Cardiff Lexington Corporation, Nova Ortho and Spine, LLC and DML HC Series, LLC Series 308.
November 14, 2023Quarterly Report on Form 10-Q filed.
January 2, 2024Employment Agreement between the Cardiff Lexington Corporation and Matthew T. Shafer.
February 6, 2024Registration Statement on Form S-8 filed.
March 27, 2024Annual Report on Form 10-K filed.
April 5, 2024Amendment No. 3 to the Registration Statement on Form S-1/A filed.
May 8, 2024Certificate of Amendment to Articles of Incorporation of the Company filed.
May 10, 2024Quarterly Report on Form 10-Q filed.
May 13, 2024Securities Exchange Agreement between Cardiff Lexington Corporation and Leonite Capital LLC.
May 13, 2024Pledge and Security and Pledge Agreement among Cardiff Lexington Corporation, Nova Ortho and Spine, LLC, Edge View Properties, Inc. and Leonite Capital LLC.
May 14, 2024Current Report on Form 8-K filed.
June 11, 2024Settlement Agreement and Release of Claims between Cardiff Lexington Corporation and GHS Investments, LLC.
June 11, 2024Fixed Amount Settlement Promissory Note issued to GHS Investments, LLC.
June 12, 2024Amendment No. 5 to the Registration Statement on Form S-1/A filed.
June 18, 2024Amendment No. 6 to Form S-1/A filed.

Keywords

Registration Statement, Form S-1/A, Common Stock, Offering, Securities, Cardiff Lexington Corporation, Underwriting Agreement, Warrants

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