OTHER INFORMATION.
−Removed: Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
+Added: During the quarter ended June 30, 2024, no director
+Added: or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”
+Added: as each term is defined in Item 408(a) of Regulation S-K.
+Added: We received a letter from the SEC, dated July
+Added: 10, 2024, which contained comments from the SEC relating to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023,
+Added: or the 2023 10-K.
+Added: In response to such comments, we filed amendments to the 2023 10-K on July 24, 2024 and on August 8, 2024.
+Added: The SEC has requested that we provide additional
+Added: discussions and disclosures, including those related to:
+Added: accounts receivable and roll forward for allowance for credit losses balances;
+Added: amounts and statistics for accounts receivable factored (sold) to third party(s);
+Added: collection financial information;
+Added: settlement amounts
+Added: and statistics for amounts written off and charged to bad debt expense;
+Added: and the accounting treatment of current assets based on our normal
+Added: operating cycle.
+Added: Additionally, we received a letter from the SEC,
+Added: dated August 16, 2024, which contained comments from the SEC relating to our Quarterly Report on Form 10-Q for the fiscal quarter ended
+Added: June 30, 2024, or the 2024 Q2 10-Q.
+Added: In response to such comments, we filed amendments to the 2024 Q2 and the Quarterly Report on Form
+Added: 10-Q for the fiscal quarter ended March 31, 2024 on October 9, 2024.
+Added: The SEC requested that we provide additional discussions
+Added: and disclosures, including those related to:
+Added: revenue recognition;
+Added: our types of and accounting for variable consideration;
+Added: accounts receivable
+Added: and allowance for credit losses;
+Added: settlement amounts and statistics for amounts written off and charged to bad debt expense;
+Added: our accounting
+Added: for the correction of an error.
+Added: Amended and Restated Articles of Incorporation Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.1 to Amendment No.
+Added: 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
+Added: Certificate of Amendment to Amended and Restated Articles of Incorporation Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed on May 10, 2024)
+Added: Certificate of Designation of Series A Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.2 to Amendment No.
+Added: 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
+Added: Certificate of Designation of Series B Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.3 to Amendment No.
+Added: 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
+Added: Certificate of Correction of Certificate of Designation of Series B Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.4 to the Annual Report on Form 10-K filed on March 27, 2024)
+Added: Certificate of Designation of Series C Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.4 to Amendment No.
+Added: 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
+Added: Certificate of Correction of Certificate of Designation of Series C Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.6 to the Annual Report on Form 10-K filed on March 27, 2024)
+Added: Certificate of Designation of Series E Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.5 to Amendment No.
+Added: 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
+Added: Certificate of Correction of Certificate of Designation of Series E Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.8 to the Annual Report on Form 10-K filed on March 27, 2024)
+Added: Certificate of Designation of Series F-1 Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.6 to Amendment No.
+Added: 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
+Added: Certificate of Correction of Certificate of Designation of Series F-1 Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.10 to the Annual Report on Form 10-K filed on March 27, 2024)
+Added: Certificate of Designation of Series I Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.7 to Amendment No.
+Added: 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
+Added: Certificate of Correction of Certificate of Designation of Series I Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.12 to the Annual Report on Form 10-K filed on March 27, 2024)
+Added: Certificate of Designation of Series L Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.9 to Amendment No.
+Added: 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
+Added: Certificate of Correction of Certificate of Designation of Series L Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.16 to the Annual Report on Form 10-K filed on March 27, 2024)
+Added: Certificate of Designation of Series N Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K filed on June 6, 2023)
+Added: of Designation of Series X Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit
+Added: 3.12 to Amendment No.
+Added: 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
+Added: Certificate of Designation of Series Y Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on
+Added: Form 8-K filed on May 14, 2024)
+Added: Amended and Restated Bylaws of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed on June 6, 2023)
+Added: Common Stock Purchase Warrant issued by Cardiff Lexington Corporation to SILAC Insurance Company on May 21, 2021 (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed on June 6, 2023)
+Added: Settlement Agreement and Release of Claims, dated June 11, 2024, between Cardiff Lexington Corporation and GHS Investments, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 11, 2024)
+Added: Fixed Amount Settlement Promissory Note issued by Cardiff Lexington Corporation to GHS Investments, LLC on June 11, 2024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on June 11, 2024)
+Added: Securities Exchange Agreement, dated May 13, 2024, between Cardiff Lexington Corporation and Leonite Capital LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 14, 2024)
+Added: Security and Pledge Agreement, dated May 13, 2024, among Cardiff Lexington Corporation, Nova Ortho and Spine, LLC, Edge View Properties, Inc.
+Added: and Leonite Capital LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 14, 2024)
+Added: Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: Certifications of Principal Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: XBRL Instance Document
Inline XBRL Taxonomy Extension Schema Document
3 unchanged sentences
Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).
−Removed: In accordance with the requirements of the Exchange
−Removed: Act, the Company has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: January 9, 2023
+Added: Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+Added: ______________
+Added: * Filed herewith
+Added: ** Furnished herewith
+Added: Pursuant to the requirements
+Added: of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
+Added: duly authorized.
CARDIFF LEXINGTON CORPORATION
2 unchanged sentences
Chief Executive Officer
−Removed: /s/ Daniel Thompson
−Removed: Daniel Thompson
+Added: (Principal Executive Officer)
+Added: /s/ Matthew Shafer
+Added: Matthew Shafer
+Added: Chief Financial Officer
+Added: (Principal Financial Officer)
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.