Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 16, 2023

Cardiff Lexington Corporation

(Exact name of registrant as specified in its charter)

Nevada		000-49709		84-1044583
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV		89169
(Address of principal executive offices)		(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 Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
N/A		N/A		N/A

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. ☐

Item 8.01

Other Events.

As previously disclosed, Cardiff Lexington Corporation (the “Company”) issued two convertible promissory notes to PowerUp Lending Group, Ltd. (the “Lender”) on February 9, 2021 and April 26, 2021 (collectively, the “Notes”). As of September 30, 2023, the outstanding principal balance of the Notes was $18,540 and $168,866, respectively. On November 8, 2023, the parties agreed to a settlement of the Notes, pursuant to which the Company agreed to pay the Lender $175,000 in complete and full settlement of the Notes. The Company made such payment on November 8, 2023, and the Lender confirmed in writing that each of the Notes has been repaid in full and that the Company does not have any further obligations to the Lender.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 16, 2023	CARDIFF LEXINGTON CORPORATION

	/s/ Alex Cunningham
	Name: Alex Cunningham
	Title: Chief Executive Officer

Cover	Nov. 16, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 16, 2023
Entity File Number	000-49709
Entity Registrant Name	Cardiff Lexington Corporation
Entity Central Index Key	0000811222
Entity Tax Identification Number	84-1044583
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3753 Howard Hughes Parkway, Suite 200
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89169
City Area Code	844
Local Phone Number	628-2100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false