OTHER INFORMATION.
−Removed: During the quarter ended June 30, 2024, no director
−Removed: or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”
−Removed: as each term is defined in Item 408(a) of Regulation S-K.
−Removed: We received a letter from the SEC, dated July
−Removed: 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,
−Removed: or the 2023 10-K.
−Removed: In response to such comments, we filed amendments to the 2023 10-K on July 24, 2024 and on August 8, 2024.
−Removed: The SEC has requested that we provide additional
−Removed: discussions and disclosures, including those related to:
−Removed: accounts receivable and roll forward for allowance for credit losses balances;
−Removed: amounts and statistics for accounts receivable factored (sold) to third party(s);
−Removed: collection financial information;
−Removed: settlement amounts
−Removed: and statistics for amounts written off and charged to bad debt expense;
−Removed: and the accounting treatment of current assets based on our normal
−Removed: operating cycle.
−Removed: Additionally, we received a letter from the SEC,
−Removed: dated August 16, 2024, which contained comments from the SEC relating to our Quarterly Report on Form 10-Q for the fiscal quarter ended
−Removed: June 30, 2024, or the 2024 Q2 10-Q.
−Removed: In response to such comments, we filed amendments to the 2024 Q2 and the Quarterly Report on Form
−Removed: 10-Q for the fiscal quarter ended March 31, 2024 on October 9, 2024.
−Removed: The SEC requested that we provide additional discussions
−Removed: and disclosures, including those related to:
−Removed: revenue recognition;
−Removed: our types of and accounting for variable consideration;
−Removed: accounts receivable
−Removed: and allowance for credit losses;
−Removed: settlement amounts and statistics for amounts written off and charged to bad debt expense;
−Removed: our accounting
−Removed: for the correction of an error.
Amended and Restated Articles of Incorporation Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.1 to Amendment No.
1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
−Removed: 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: of Amendment to Amended and Restated Articles of Incorporation Cardiff Lexington Corporation (incorporated by reference
+Added: to Exhibit 3.2 to Form 10-Q filed on May 10, 2024)
Certificate of Designation of Series A Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.2 to Amendment No.
−Removed: 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
+Added: Registration Statement on Form S-1/A filed on August 3, 2023)
Certificate of Designation of Series B Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.3 to Amendment No.
−Removed: 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
−Removed: 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: 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
+Added: Exhibit 3.4 to the Annual Report on Form 10-K filed on March 27, 2024)
Certificate of Designation of Series C Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.4 to Amendment No.
−Removed: 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
−Removed: 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: 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
+Added: Exhibit 3.6 to the Annual Report on Form 10-K filed on March 27, 2024)
Certificate of Designation of Series E Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.5 to Amendment No.
−Removed: 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
−Removed: 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: 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
+Added: to the Annual Report on Form 10-K filed on March 27, 2024)
Certificate of Designation of Series F-1 Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.6 to Amendment No.
−Removed: 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
−Removed: 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: 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
+Added: 3.10 to the Annual Report on Form 10-K filed on March 27, 2024)
Certificate of Designation of Series I Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.7 to Amendment No.
−Removed: 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
−Removed: 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: 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
+Added: Exhibit 3.12 to the Annual Report on Form 10-K filed on March 27, 2024)
+Added: Certificate of Designation of Series J Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.8 to Amendment No.
+Added: Registration Statement on Form S-1/A filed on August 3, 2023)
+Added: Certificate of Correction of Certificate of Designation of Series J Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to
+Added: Exhibit 3.14 to the Annual Report on Form 10-K filed on March 27, 2024)
Certificate of Designation of Series L Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.9 to Amendment No.
−Removed: 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
−Removed: 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)
−Removed: 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)
−Removed: of Designation of Series X Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit
−Removed: 3.12 to Amendment No.
+Added: 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
+Added: 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
+Added: Annual Report on Form 10-K filed on June 6, 2023)
+Added: Amended and Restated Certificate of Designation of Series R Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to
+Added: Exhibit 3.18 to the Annual Report on Form 10-K filed on March 27, 2024)
+Added: Certificate of Designation of Series X Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.12 to
+Added: Amendment No.
1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
−Removed: 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
−Removed: Form 8-K filed on May 14, 2024)
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,
−Removed: 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)
−Removed: 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)
−Removed: 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)
−Removed: 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)
−Removed: Security and Pledge Agreement, dated May 13, 2024, among Cardiff Lexington Corporation, Nova Ortho and Spine, LLC, Edge View Properties, Inc.
−Removed: 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: Common Stock Purchase Warrant issued by Cardiff Lexington Corporation to SILAC Insurance Company on May 21, 2021 (incorporated by reference to Exhibit 4.2
+Added: to the Annual Report on Form 10-K filed on June 6, 2023)
Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
15 unchanged sentences
duly authorized.
−Removed: August 19, 2025
CARDIFF LEXINGTON CORPORATION
8 unchanged sentences
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.