Current Report Filing (8-k)
May 04 2020 - 04:57PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
Date of Report (Date
of earliest event reported): May 4, 2020
CARDIFF
LEXINGTON CORPORATION
Florida
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000-49709
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84-1044583
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(State or other jurisdiction of incorporation)
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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401 E. Las Olas Blvd.
Suite 1400
Ft. Lauderdale, FL
33301
(Address of principal
executive offices, including zip code)
(844) 628-2100
(Registrant's telephone
number, including area code)
___________________________________________
(Former name or former address, if changed
since last report)
Check the appropriate box below if the 8-K filing
is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
SECTION 7. REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE
Reverse Stock Split:
On May 4, 2020, the Board of Directors of Cardiff
Lexington Corporation, a Florida corporation (the “Corporation”) upon filing Articles of Domestication with the state
of Florida on May 4, 2020 the Board authorized and approved a reverse stock split of one for ten thousand (1:10.000) of the Corporation's
total issued and outstanding shares of common stock (the “Stock Split”). The Board of Directors considered further
factors regarding approval of the Stock Split including, but not limited to: (i) current trading price of the Corporation’s
shares of common stock on the OTC Market and potential to increase the marketability and liquidity of the Corporation’s common
stock; (ii) possible reluctance of brokerage firms and institutional investors to recommend lower-priced stocks to their clients
or to hold in their own portfolios; (iii) desire to meet future requirements of per-share price and net tangible assets and shareholders’
equity relating to admission for trading on other exchanges; and (iv) posturing the Corporation and its structure in favorable
position in order to effectively negotiate with potential acquisition candidates. The ticker symbol shall have a “D”
placed on our symbol (CDIXD) for twenty business days from the effective date of May 4, 2020, of the Stock Split. After twenty
business days has passed, the Corporation's trading symbol will revert back to "CDIX".
The Stock Split was effectuated on April 30, 2020
upon filing the appropriate documentation with FINRA. The Stock Split decreased the Corporation's total issued and outstanding
shares of common stock from 1,571,586,971 to 157,158 shares of common stock. The common stock remained at $0.001 par value.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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Cardiff Lexington Corporation
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By:
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/s/ Daniel Thompson
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Daniel Thompson
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Title:
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Chairman
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Dated: May 4, 2020
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