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): January 4, 2024 (March 1, 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 1, 2023, Steven Healy resigned from his position as Chief Financial Officer of Cardiff Lexington Corporation (the “Company”). Mr. Healy’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On March 1, 2023, the Board of Directors of the Company appointed Zia Choe to serve as Interim Chief Financial Officer of the Company.

On January 2, 2024, Ms. Choe resigned as Interim Chief Financial Officer and the Board of Directors of the Company appointed Ms. Choe as Chief Accounting Officer of the Company. On the same date, the Board of Directors appointed Matthew T. Shafer as Chief Financial Officer.

Ms. Choe, age 42, founded STK Financial P.C., a California-licensed accounting firm, in June 2021. As a managing partner, Ms. Choe has provided financial attestation, managerial consulting, preparation of 10-Ks and 10-Qs and other high level accounting and financial services to privately and publicly held companies in the U.S. and internationally. Prior to her appointment as Interim Chief Financial Officer, Ms. Choe served as an outside accountant for the Company from March 2017 to March 2023. Prior to her founding of STK Financial P.C., she was an audit team leader in the accounting and audit division at JNK Accountancy Group, LLP from September 2014 until June 2021, where she was in charge of financial attestation and due diligence projects for acquisition deals in various industries for seven years. Ms. Choe also had seven years of operational experience in accounting, sales and marketing at Hyundai Mobis Parts America, LLC, a subsidiary of Hyundai Motors, from March 2006 to March 2013. Ms. Choe received a B.S. in Hospitality Management at Florida International University, and she also has higher education in accounting at Ajou University Graduate School in South Korea.

Mr. Shafer, age 53, has over 25 years of experience as a finance professional in roles including executive leadership, public accounting and auditing at both privately owned and publicly traded companies on major U.S. stock exchanges. Most recently, since March 2023 he served as strategic executive engagement consultant and advisor for the Chief Financial Officer and Chief Accounting Officer capacities during rapid growth, change and transitions at Proterra, a publicly traded manufacturer of electric vehicles and provider of related Sass services. Prior to that, he served as a transformational high growth Vice President of Finance at Aspire Technology Partners, a privately owned technology provider delivering custom digital infrastructures, SaaS solutions and professional services, from May 2022 to February 2023. From October 2021 to April 2022, he served as a strategic Chief Financial Officer of Tatum, an interim executive consultancy practice of Randstad USA, and from September 2016 to September 2021, the held the positions of Senior Vice President, Chief Financial Officer and Treasurer of Ocean Power Technologies, Inc., a publicly traded green technology company providing cost-effective renewable ocean energy solutions. Earlier in his career, Mr. Shafer held senior finance positions at numerous privately owned and publicly traded companies, including, among others, Business Unit Chief Financial Officer – for the Dentistry (OraPharma) division at Bauch Health Companies, a global publicly traded pharmaceutical company, and numerous executive level positions at Johnson Controls International plc (formerly Tyco International), a large publicly traded multinational manufacturing company. Mr. Shafer is a certified public accountant with a foundation in Big Four public accounting, beginning his career at Arthur Andersen LLP. He received his Bachelor of Science degree in accounting from W. Paul Stillman School of Business at Seton Hall University and has an MBA in finance from The Rutgers Business School at Rutgers University.

Ms. Choe and Mr. Shafer were appointed to serve until their successors are duly elected and qualified. There are no family relationships among Ms. Choe or Mr. Shafer and the Company’s existing directors and officers. There are no arrangements or understandings between Ms. Choe or Mr. Shafer and any other persons pursuant to which they were selected. There has been no transaction, nor is there any currently proposed transaction, between Ms. Choe or Mr. Shafer and the Company that would require disclosure under Item 404(a) of Regulation S-K.

On January 2, 2024, the Company entered into an employment agreement with Ms. Choe setting forth the terms of her employment as Chief Accounting Officer. Pursuant to the employment agreement, Ms. Choe is entitled to an annual base salary of $210,000 and a signing bonus of 2,500 shares of the Company’s series I preferred stock. She is also eligible for an annual bonus and annual stock option grants. Ms. Choe is also eligible to participate in all employee benefit plans, including health insurance, commensurate with her position. The term of the employment agreement is for one (1) year with automatic extensions for additional successive one (1) year renewal terms unless terminated by either party no later than thirty (30) days prior to the renewal date. The employment agreement may be terminated immediately by the Company with or without cause (as such term is defined in the employment agreement) or in the event of Ms. Choe’s death or disability, and may be terminated immediately by Ms. Choe upon her voluntary resignation or other voluntary termination of employment. In the event of termination by the Company without cause, Ms. Choe is entitled to the compensation and benefits described above for a period of one (1) month following termination. In the event of termination by Ms. Choe for good reason (as defined in the employment agreement) or because Ms. Choe cannot perform her services as result of physical or mental incapacitation, she will be eligible to receive three (3) months of base salary and medical and dental benefits under the Company’s medical and dental plans then in effect. Ms. Choe is not entitled to receive any additional compensation upon termination by the Company for cause or upon a voluntary termination by Ms. Choe. The employment agreement also contains customary confidentiality provisions and restrictive covenants prohibiting Ms. Choe from owning or operating a business that competes with the Company or soliciting the Company’s employees during the term of her employment and for a period of twelve months following the termination of her employment.

On January 2, 2024, the Company entered into an employment agreement with Mr. Shafer setting forth the terms of his employment as Chief Financial Officer. Pursuant to the employment agreement, Mr. Shafer is entitled to an annual base salary of $228,000 and a signing bonus of 5,000 shares of the Company’s series I preferred stock. He is also eligible for consideration for a one-time achievement bonus equal to 35% of base salary within sixty (60) days upon the Company uplisting to a national securities exchange. In addition, he is also eligible for an annual target bonus equal to 25% of base salary based on the achievement of certain performance goals and annual stock option grants. Mr. Shafer is also eligible to participate in all employee benefit plans, including health insurance, commensurate with his position. The term of the employment agreement is for one (1) year with automatic extensions for additional successive one (1) year renewal terms unless terminated by either party no later than thirty (30) days prior to the renewal date. The employment agreement may be terminated immediately by the Company with or without cause (as such term is defined in the employment agreement) or in the event of Mr. Shafer’s death or disability, and may be terminated immediately by Mr. Shafer upon his voluntary resignation or other voluntary termination of employment. In the event of termination by the Company without cause, Mr. Shafer is entitled to the compensation and benefits described above for a period of three (3) months following termination. In the event of termination by Mr. Shafer for good reason (as defined in the employment agreement) or because Mr. Shafer cannot perform his services as result of physical or mental incapacitation, he will be eligible to receive three (3) months of base salary and medical and dental benefits under the Company’s medical and dental plans then in effect. Mr. Shafer is not entitled to receive any additional compensation upon termination by the Company for cause or upon a voluntary termination by Mr. Shafer. The employment agreement also contains customary confidentiality provisions and restrictive covenants prohibiting Mr. Shafer from owning or operating a business that competes with the Company or soliciting the Company’s employees during the term of his employment and for a period of twelve months following the termination of his employment.

Item 8.01

Other Events.

On January 3, 2024, the Company issued a press release announcing the appointment of Mr. Shafer as Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.1 to this report.

On January 4, 2024, the Company issued a press release announcing the appointment of Ms. Choe as Chief Accounting Officer. A copy of the press release is furnished as Exhibit 99.2 to this report.

The information furnished with this Item 8.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		Press Release issued on January 3, 2024
99.2		Press Release issued on January 4, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 4, 2024	CARDIFF LEXINGTON CORPORATION

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

Exhibit 99.1

Cardiff Lexington Appoints Matthew Shafer as Chief Financial Officer

Expanding Leadership Team to Position Company for Next Stage of Growth

FT. LAUDERDALE, FL / ACCESSWIRE / January 3, 2024 / Cardiff Lexington Corporation (OTC Pink: CDIX), an acquisition holding company focused on locating, acquiring, and building middle market, niche companies, primarily in the healthcare industry, today announced the appointment of Matthew Shafer as Chief Financial Officer. Mr. Shafer will oversee all aspects of Cardiff Lexington’s finance and accounting operations and play a pivotal role in developing, implementing, and executing on the Company’s strategic growth initiatives to expand on a national scale.

Mr. Shafer has over 25 years of experience as a finance professional in roles including executive leadership, public accounting, and auditing at both privately owned and publicly traded companies on major U.S. stock exchanges. Most recently, he served as the Vice President of Finance at Aspire Technology Partners, a technology provider delivering custom digital infrastructures, SaaS solutions, and professional services. Additionally, Mr. Shafer previously held the position of Chief Financial Officer, Senior Vice President, and Treasurer of Ocean Power Technologies, a publicly traded green technology company providing cost-effective renewable ocean energy solutions. He also served as a strategic executive engagement consultant in both the Chief Financial Officer and Chief Accounting Officer capacities at Proterra, a provider of electric vehicles and related SaaS services, and at Tatum, an executive consultancy division of Randstad USA, respectively. There, Mr. Shafer advised clients on growth acceleration during periods of rapid change and handled Sarbanes-Oxley compliance issues including material weakness.

In these roles, Mr. Shafer has worked on numerous capital markets transactions with commercial bankers and lenders, managed investor relations, treasury, tax, human resources, and IT operations, and was responsible for all finance and accounting processes, policy, and procedures on various scales. He also has experience executing on all phases of numerous M&A transactions and their integrations. Mr. Shafer is a certified public accountant with a foundation in Big Four public accounting, beginning his career at Arthur Andersen LLP. He received his Bachelor of Science degree in accounting from W. Paul Stillman School of Business at Seton Hall University and has an MBA in finance from The Rutgers Business School at Rutgers University.

Alex Cunningham, Chief Executive Officer of Cardiff Lexington, commented, “We are excited to expand our leadership team with the addition of Matthew Shafer as our Chief Financial Officer. Matt has an extensive background as a financial professional spanning over 25 years with numerous different positions at both private and publicly traded companies. His experience in leaderships roles driving M&A and growth initiatives fits perfectly with our current business strategy and adds a valuable skillset to our team. As we continue to target an uplisting to a major U.S. exchange, we look forward to leveraging his business acumen and experience to drive growth and value for our shareholders.”

Matthew Shafer commented, “I am delighted by this opportunity to join the Cardiff Lexington team. The Company has an innovative business model that provides premier healthcare services to a traditionally underrepresented patient population, with room to drive considerable growth and value in the near-term. I look forward to advancing the Company’s business strategy by contributing to its long-term growth and making a positive impact aligned with its core values. Influencing improved patient outcomes is a key focus for us as we expand organically and inorganically on a national scale to address this burgeoning market.”

About Cardiff Lexington Corporation:

Cardiff Lexington Corporation is focused on locating, acquiring, and building middle market, niche companies, primarily in the healthcare industry. Fundamental to the Cardiff Lexington strategy is the service-based partnership culture which emphasizes core values, teamwork, accountability, and performance.

A substantial majority of the Company’s revenue is derived from Nova Ortho and Spine, PLLC, or Nova, which are regional primary specialty and ancillary care facilities throughout Florida that provide traumatic injury victims with a full range of diagnostic and surgical services, primary care evaluations, interventional pain management, and specialty consultation services.

For more information on Cardiff Lexington Corporation, you may access the company’s website at https://cardifflexington.com/

Forward Looking Statements

This press release may contain information about our views of future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on management’s beliefs, assumptions and expectations of the Company’s future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. The Company does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause the Company’s actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Actual results may differ materially from the expectations discussed in forward-looking statements. Factors that could cause actual results to differ materially from expectations include general industry considerations, regulatory changes, changes in local or national economic conditions and other risks set forth in “Risk Factors” included in our filings with the Securities and Exchange Commission.

Cardiff Lexington Investor Relations

investorsrelations@cardifflexington.com

(800) 628-2100 ext. 705

IMS Investor Relations

cardifflexington@imsinvestorrelations.com

(203) 972-9200

Exhibit 99.2

Cardiff Lexington Appoints Zia Choe as Chief Accounting Officer

Company Establishing Experienced Finance Team to Support Growth Strategy

FT. LAUDERDALE, FL / ACCESSWIRE / January 4, 2024 / Cardiff Lexington Corporation (OTC PINK:CDIX), an acquisition holding company focused on locating, acquiring, and building middle market, niche companies, primarily in the healthcare industry, today announced the appointment of Zia Choe as Chief Accounting Officer. Ms. Choe previously served as interim Chief Financial Officer at Cardiff Lexington. In her new role, Ms. Choe will work across all constituencies to help ensure accurate and timely financial reporting, develop policies and procedures which align to enterprise-wide business strategies and accounting professional standards, perform technical accounting diligence on prospective acquisitions, and support on the execution of the Company's strategic growth initiatives to expand on a national scale.

Ms. Choe is a highly accomplished finance professional with 17 years of accounting and operational experience. Most recently, Ms. Choe served as a Partner at STK Financial where she was responsible for the financial audit and review of domestic and international clients, provided high level outsourced accounting advisory services, performed financial due diligence for mergers and acquisitions, and assisted in the preparation of 10K and 10Q financial statements and footnotes. Prior to this role, Ms. Choe served as Audit and Assurance Manager at JNK Accountancy Group, where she successfully conducted financial audits in accordance with US GAAP and IFRS measures for various domestic and international clients. She also advised clients on various topics including accounting policies, internal control, risk assessments, fraud, and new accounting standards.

Ms. Choe is a certified public accountant. She received her Bachelor of Science degree in hospitality management from Florida International University and her Master of Science equivalent in accounting from the AICPA Accounting Program at Ajou University in Suwon, South Korea.

Alex Cunningham, Chief Executive Officer of Cardiff Lexington, commented, "After a period of strong performance as our interim CFO, we are pleased to announce that we have appointed Zia Choe as Chief Accounting Officer of Cardiff Lexington. Zia's addition reflects our commitment to establishing an experienced finance team that will support our growth strategy as we head into 2024. We believe that her extensive background in accounting, specifically as it relates to M&A due diligence and advisory, will be a valuable addition to our business, and we expect Zia to be a key member of the Cardiff Lexington team."

Zia Choe commented, "I'm excited to join the Cardiff Lexington team in a permanent role as Chief Accounting Officer. As a result of my time as interim CFO, I am very familiar with the business model and am ready to hit the ground running in 2024. This Company possesses a unique business model with a strong foothold in Florida, which has the most personal injury claims per capita in the United States. I'm energized by the opportunity to join the Cardiff Lexington team and look forward to contributing to the Company's long-term growth."

About Cardiff Lexington Corporation:

A substantial majority of the Company's revenue is derived from Nova Ortho and Spine, PLLC, or Nova, which are regional primary specialty and ancillary care facilities throughout Florida that provide traumatic injury victims with a full range of diagnostic and surgical services, primary care evaluations, interventional pain management, and specialty consultation services.

For more information on Cardiff Lexington Corporation, you may access the company's website at https://cardifflexington.com/

Forward Looking Statements

This press release may contain information about our views of future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on management's beliefs, assumptions and expectations of the Company's future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. The Company does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause the Company's actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Actual results may differ materially from the expectations discussed in forward-looking statements. Factors that could cause actual results to differ materially from expectations include general industry considerations, regulatory changes, changes in local or national economic conditions and other risks set forth in "Risk Factors" included in our filings with the Securities and Exchange Commission.

Cardiff Lexington Investor Relations

investorsrelations@cardifflexington.com

(800) 628-2100 ext. 705

IMS Investor Relations

cardifflexington@imsinvestorrelations.com

(203) 972-9200

Cover	Mar. 01, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 01, 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