---
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"
generated_at: "2026-06-02T01:34:10.183834+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 3.02, 3.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001683168-24-003416
- JSON: https://secwatch.observer/filing/0001683168-24-003416.json
- Plain text: https://secwatch.observer/filing/0001683168-24-003416.txt

## Key facts
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/811222/000168316824003416/0001683168-24-003416-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/811222/000168316824003416/0001683168-24-003416-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.