{"schema_version":"secwatch.filing_event.v1","accession":"0001683168-24-003416","form_type":"8-K","ticker":"CDIX","cik":"0000811222","company_name":"Cardiff Lexington Corp","filed_at":"2024-05-14T23:59:59+00:00","discovered_at":"2026-05-14T18:03:22.037093+00:00","generated_at":"2026-06-02T01:34:10.183834+00:00","sec_items":["1.01","3.02","3.03","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Cardiff Lexington exchanges $3.76M note for 938,908 Series Y preferred shares; grants asset security","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-24-003416","json":"https://secwatch.observer/filing/0001683168-24-003416.json","markdown":"https://secwatch.observer/filing/0001683168-24-003416.md","text":"https://secwatch.observer/filing/0001683168-24-003416.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/811222/000168316824003416/0001683168-24-003416-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/811222/000168316824003416/cardiff_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-02T01:34:10.183834+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"a684d1d42226d71beedcd9aaf472d8df332a8d63","claim":"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).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/811222/000168316824003416/0001683168-24-003416-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Leonite Capital LLC"},{"label":"Value","value":"Exchange of $3,755,632 note for 938,908 shares of Series Y Senior Convertible Preferred Stock"},{"label":"Effective","value":"2024-05-13"}],"fact_type":"material_agreement"},{"claim_id":"a7efd8207a127326271c90c0040897342e100ef1","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/811222/000168316824003416/0001683168-24-003416-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Leonite Capital LLC"},{"label":"Value","value":"Security interest in all assets and those of subsidiaries"},{"label":"Effective","value":"2024-05-13"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}