8-KFiled Sep 3, 8:00 PM ET

Cardiff Lexington Files Certificate for Series A-1 Preferred Stock

$CDIX · Cardiff Lexington Corp

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Cardiff Lexington Files Certificate for Series A-1 Preferred Stock

What Happened
Cardiff Lexington Corporation (CDIX) filed a Certificate of Designation with the Nevada Secretary of State on August 31, 2026 to create a new series of preferred stock designated "Series A‑1." The Company designated 2 shares of Series A‑1 preferred stock and disclosed the material rights and preferences for those shares, including liquidation preference, voting power, ranking versus other classes, and automatic conversion on transfer.

Key Details

  • Filing date: August 31, 2026 (reported on Form 8‑K, Item 3.03).
  • Shares designated: 2 shares of Series A‑1 preferred stock.
  • Liquidation preference: $250 stated value per share, paid after senior securities and pari passu with parity securities, in preference to junior securities (including common stock).
  • Dividend/economic rights: Series A‑1 has no participation in distributions to common or other stock and has no economic interest beyond the stated liquidation amount.
  • Voting rights: Each Series A‑1 share has votes equal to 25% of the votes held or entitled to be cast by all other equity securities plus one additional vote; Series A‑1 votes with the common on matters submitted to common stockholders.
  • Transfer/Conversion: If a Series A‑1 share is transferred to a non‑affiliate (voluntarily or involuntarily), it automatically converts into one share of common stock; transfers to affiliates do not trigger conversion.
  • Ranking: Series A‑1 ranks senior to common stock, pari passu with Series A, and junior to certain other series (e.g., Series F‑1, L, N, X, Y) and to all indebtedness.

Why It Matters
For investors, this filing changes the rights attached to a newly created preferred security class. Although only two shares were created, each share carries disproportionate voting power and a priority liquidation claim ($250 per share) ahead of common stock. There are no dividend or ongoing economic rights for these shares, and they will convert to common only upon non‑affiliate transfer — a mechanism that could affect control or dilution if conversion events occur. The full Certificate of Designation is filed as an exhibit to the 8‑K for those seeking complete legal text.