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Item 5. Market for Registrant’s Common Equity

2024-07-24 compared with 2022-10-26 · 35 added, 111 removed, 2 unchanged (99% of the section changed)

MARKET FOR REGISTRANT’S COMMON

EQUITY AND RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

As of August 15, 2022, there were 853 record holders of our common

stock, and there were 166,130,069 shares of our common stock outstanding.

Public Market for Common Stock

Our common stock, par value $0.001 per share (the

“Common Stock”), is currently quoted on the OTC Pink Market, which is operated by OTC Markets Group Inc.

under the symbol

“CDIX.” The OTC Pink Market is a quotation service that displays real-time quotes, last-sale prices, and volume information

in over the counter, or “OTC,” equity securities.

An OTC equity security generally is any equity that is not listed or traded

on a national securities exchange.

The following table shows, for the periods indicated, the high and low bid prices per share of our

common stock as reported by the OTC Pink Market quotation service.

These bid prices represent prices quoted by broker-dealers on the OTC

Pink quotation service.

The quotations reflect inter- dealer prices, without retail mark-up, mark- down or commissions, and may not represent

actual transactions.

The prices presented have not been adjusted to reflect the impact of a one for ten thousand (1:10,000) reverse stock

split of the Company’s common stock effected on April 4, 2020.

December 31, 2021

December 31, 2020

The market price of our common stock will be subject

to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors,

over many of which we have little or no control.

In addition, broad market fluctuations, as well as general economic, business, and political

conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.

The Securities Enforcement and Penny Stock Reform Act of 1990

The SEC has adopted rules that regulate broker-dealer

practices in connection with transactions in penny stocks.

Penny stocks are generally equity securities with a price of less than $5.00

(other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price

and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock which limits

the ability to sell the stock.

The Company’s common stock constitute penny stock under the Exchange Act and SEC regulations.

shares will remain penny stocks for the foreseeable future.

The classification of penny stock makes it more difficult for a broker-dealer

to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment.

Any broker-dealer

engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 promulgated

under the Exchange Act.

Rather than creating a need to comply with those rules, some broker- dealers will refuse to attempt to sell penny

The penny stock rules require a broker-dealer,

prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared

by the Commission, which:

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act;

contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;

contains a toll-free telephone number for inquiries on disciplinary actions;

defines significant terms in the disclosure document or in the conduct of trading penny stocks;

contains such other information and is in such form (including language, type, size, and format) as the SEC shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction

in a penny stock, to the customer:

the bid and offer quotations for the penny stock;

the compensation of the broker-dealer and its salesperson in the transaction;

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock;

monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the SEC’s penny stock rules

require that prior to a transaction in a penny stock not otherwise exempt from those rules;

the broker- dealer must make a special written

determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the

receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written

suitability statement.

These disclosure requirements will have the effect of reducing the trading activity in the secondary market for

our common stock because it will be subject to these penny stock rules.

Therefore, shareholders may have difficulty selling their securities.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock eligible for quotation on the

Pink Market OTC Markets Group Inc.

under the symbol “CDIX.” The following table sets forth, for the periods indicated, the

high and low closing prices of our common stock.

These prices reflect inter-dealer prices, without retain mark-up or commission, and may

not represent actual transactions.

Closing Prices

Fiscal Year Ended December 31, 2022

Fiscal Year Ended December 31, 2023

Number of Holders of Our Common Shares

As of March 22, 2024, there were approximately

881 stockholders of record of our common stock.

In computing the number of holders of record of our common stock, each broker-dealer and

clearing corporation holding shares on behalf of its customers is counted as a single stockholder.

Securities Authorized for Issuance Under Equity

Compensation Plans

As of December 31, 2023, we did not have in effect

any compensation plans under which our equity securities were authorized for issuance, and we did not have any outstanding share options.

Dividend Policy

We have not previously declared or paid any dividends

on our common stock and do not anticipate declaring any dividends in the foreseeable future.

The payment of dividends on our common stock

is within the discretion of our board of directors.

We intend to retain any earnings for use in our operations and the expansion of our

Payment of dividends in the future will depend on our future earnings, future capital needs and our operating and financial

condition, among other factors that our board of directors may deem relevant.

We are not under any contractual restriction as to our present

or future ability to pay dividends.

We have never declared or paid cash dividends

on our capital stock.

We currently intend to retain all available funds and any future earnings for use in the operation of our business

and do not anticipate paying any cash dividends in the near future.

Any decision to declare and pay dividends in the future will be made

at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash

requirements, contractual restrictions, and other factors that our board of directors may deem relevant.

In addition, our ability to pay

dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur.

Recent Sales of Unregistered Securities

11, 2021, the Chairman of the Board and the Chief Executive Officer each converted 62,500 Preferred Series I shares into 25,000,000 restricted

common shares for a total of 125,000 Preferred Series I shares into 50,000,000 restricted common shares.

Effective March 29, 2021, $265,000 in principle

from convertible debt and conventional debt and $298,195 in accrued interest was converted into 140,799 shares of preferred stock series

B with a $4.00 stated value per share.

This has been reflected in the statement of deficiency in shareholders’ equity.

As part of the Nova Ortho acquisition, on May

31, 2021, the Company issued 894,834 shares of preferred stock series J with par value $0.001 and a stated value of $4.00, for $3,579,334.

Also, as part of the Nova Ortho acquisition, the

Company issued 868,056 shares of preferred stock series N with par value $0.001 and a stated value of $4.00, for $3,000,000 including

a discount of $472,224 which was recorded as a reduction to APIC.

On July 22, 2021, the Chief Operating Officer

received 61,000 shares of preferred stock series B in exchange for accrued salaries of $244,000.

December 28, 2021, the Chairman of the Board and Chief Executive Officer each forfeit and surrendered for no consideration 90,000,000

preferred I shares each totaling 180,000,000.

The Company and Key Tax managers have entered

into a Buyback Agreement (“Agreement”) which is effective December 31, 2021.

Pursuant to the Agreement, Key Tax managers resigned

employment from the Company effective December 31, 2021 and has purchased back the subsidiary in exchange for returning 325,244 Preferred

Shares Series G stock (“Preferred G”) which is 100% of Preferred G shares.

The Key Tax managers will retain zero shares of

Preferred G shares subject to the terms of the Agreement.

There was a loss on disposal in the amount of $1,201,171, which represented

net assets and liabilities at the time of sale back

During the year ended December 31, 2021, the Company

converted convertible debt into 109,234,241 shares of common stock.

In the second quarter of 2021, the Company issued

1,627,031 shares of common stock in exchange for professional services.

See footnote #10 to the Company’s consolidated

financial statements appearing elsewhere in this report for information on convertible notes payable issued during 2021.

The Company relied upon the exemption from registration

provided by Section 4(a)(2) of the Securities Act for transactions not involving any public offering for each issuance of securities during

SELECTED FINANCIAL DATA.

We are a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Except as set forth below, we have not sold any

equity securities during the 2023 fiscal year that were not previously disclosed in a quarterly report on Form 10-Q or a current report

on Form 8-K that was filed during the 2023 fiscal year.

Purchases of Equity Securities

No repurchases of our common stock were made

during the fourth quarter of 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 5. Market for Registrant’s Common Equity