Cardiff Lexington exchanges $3.76M note for 938,908 Series Y preferred shares; grants asset security

Cardiff Lexington Corp

Exchanged $3,755,632 consolidated convertible note with Leonite Capital for 938,908 shares of newly designated Series Y senior convertible preferred stock.
Series Y preferred carries 10% annual dividend (increasing to 15% upon default), payable in cash or free-trading common stock at Company's option.
Conversion allowed only after common stock lists on a national exchange; conversion price based on 5-day VWAP, with full-ratchet anti-dilution.
Company granted Leonite a blanket security interest in all assets via separate Security and Pledge Agreement.
Leonite receives piggyback registration rights, most-favored-nation clause, and veto over certain financings and structural changes.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Cardiff Lexington Corp entered into Securities Exchange Agreement with Leonite Capital LLC valued at Exchange of $3,755,632 note for 938,908 shares of Series Y Senior Convertible Preferred Stock (effective 2024-05-13).

Action: entry
Agreement: equity purchase
Counterparty: Leonite Capital LLC
Value: Exchange of $3,755,632 note for 938,908 shares of Series Y Senior Convertible Preferred Stock
Effective: 2024-05-13

Exact text from the filing

On May 13, 2024, the Company entered into a securities exchange agreement (the “ Exchange Agreement ”) with Leonite, pursuant to which Leonite exchanged the Note, with a balance of $3,755,632 as of such date, for 938,908 shares of the Company’s newly designated series Y senior convertible preferred stock (the “ Shares ”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Cardiff Lexington Corp entered into Security and Pledge Agreement with Leonite Capital LLC valued at Security interest in all assets and those of subsidiaries (effective 2024-05-13).

Action: entry
Counterparty: Leonite Capital LLC
Value: Security interest in all assets and those of subsidiaries
Effective: 2024-05-13

Exact text from the filing

In connection with securities exchange agreement, the Company also entered into a security and pledge agreement (the “ Security Agreement ”) with Leonite, pursuant to which the Company granted grant a security interest in all of its assets and those of its subsidiaries.

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Source: SEC EDGAR

accession 0001683168-24-003416

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