Cardiff Lexington Corp 8-K

What Happened
On June 5, 2026, Cardiff Lexington Corporation (CDIX) entered into a Common Stock Purchase Agreement and a Registration Rights Agreement with an institutional investor. The investor committed to purchase up to $25,000,000 of common stock, and the company may increase that commitment to $75,000,000 at its sole discretion. In consideration for the investor’s commitment, Cardiff will issue “Commitment Shares” equal to $250,000 divided by the closing price on the registration statement’s effective date (and, if the commitment is increased to $75M, an additional $500,000 divided by the closing price). Sales under the agreement will not begin until the registration statement is declared effective by the SEC.

Key Details

• Commitment size: $25,000,000 initially, company option to increase to $75,000,000.
• Commitment Shares: Issued upfront equal to $250,000 / closing price (plus additional $500,000 / closing price if increased).
• Sales mechanics & limits: For 36 months after effectiveness, the company may direct purchases on selected trading days up to the lesser of (i) 40% of the lowest Daily Value Traded (over prior 5 days), (ii) 250,000 shares, or (iii) $250,000 per purchase day; purchases only when Closing Sale Price ≥ $0.20 unless waived.
• Purchase price & adjustments: Price per share equals the lesser of (A) 97% of the lowest 5-day VWAP or (B) the lowest trading price on the third full trading day after the purchase date (discount becomes 90% if purchases occur below $0.20 with investor waiver; company reimburses incremental trading costs).
• Ownership cap & protections: Investor (and affiliates) cannot exceed 4.99% beneficial ownership; company may be restricted from other similar equity lines; company may repurchase outstanding shares issued under the agreement (excluding Commitment Shares) for cash at 100% of the investor’s purchase price if an Equity Transaction occurs prior to termination (subject to exceptions).
• Registration timing: Company to file initial registration statement within 45 days and use commercially reasonable efforts to have it effective within 90 days (120 days if subject to full SEC review) or sooner if notified of no review.

Why It Matters
This agreement gives Cardiff a committed potential source of equity capital (up to $25M, expandable to $75M) subject to SEC registration and other conditions. If and when shares are sold under the agreement, existing shareholders may experience dilution because new shares will be issued and sold into the market. The deal also compensates the investor with Commitment Shares and contains investor protections (ownership cap, no shorting/hedging covenant) and company termination rights. Investors should watch for the company’s registration filing becoming effective and any subsequent sales under the facility, which will determine the timing and extent of dilution.