UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
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| ¨ | Preliminary Information Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) | |
| x | Definitive Information Statement | |
CARDIFF LEXINGTON CORPORATION
(Name of Registrant as Specified In Its Charter)
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| ¨ | Fee paid previously with preliminary materials | |
| ¨ | Fee computed on table in exhibit required by Item 25(b) of Schedule 14A per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11 | |
3200 Bel Air Drive
Las Vegas, NV 89109
Notice of Action Taken Pursuant to Written Consent of Stockholders
Dear Stockholder:
The accompanying information statement is furnished to holders of shares of common stock of Cardiff Lexington Corporation (“we,” “us,” “our” or “our company”) pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C and Schedule 14C thereunder, in connection with an approval by written consent of the holders of our voting stock.
The purpose of this Notice and Information Statement is to notify our stockholders that, on April 10, 2023, we received written consents from stockholders to approve an amendment and restatement of our amended and restated articles of incorporation to remove the terms of each series of preferred stock, which will instead be included in separate certificates of designation, and to remove certain other provisions (the “Charter Amendment”).
Our board of directors approved the Charter Amendment and recommended that our stockholders approve it as well. In connection with the adoption of the Charter Amendment, our board of directors elected to seek the written consent of the holders of our outstanding voting shares in order to reduce associated costs and implement the Charter Amendment in a timely manner.
This Notice and the accompanying Information Statement are being furnished to you to inform you that the Charter Amendment has been approved by stockholders. The board of directors is not soliciting your proxy in connection with the Charter Amendment and proxies are not requested from stockholders.
The Charter Amendment will become effective upon filing with the Nevada Secretary of State’s Office, which will occur promptly following the 20th day after this Information Statement is first mailed to our stockholders. You are urged to read the Information Statement in its entirety for a description of the Charter Amendment.
| BY ORDER OF THE BOARD OF DIRECTORS, | |
| /s/ Daniel Thompson | |
| Daniel Thompson | |
| Chairman of the Board |
April 24, 2023
THE ACCOMPANYING INFORMATION STATEMENT IS BEING MAILED
TO STOCKHOLDERS ON OR ABOUT APRIL 28, 2023
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
CARDIFF LEXINGTON CORPORATION
3200 Bel Air Drive
Las Vegas, NV 89109
INFORMATION STATEMENT
NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS
IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is first being mailed on or about April 28, 2023 to the holders of record of the outstanding common stock of Cardiff Lexington Corporation, a Nevada corporation (“we,” “us,” “our” or “our company”), as of the close of business on April 10, 2023 (the “Record Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This Information Statement relates to a written consent in lieu of a meeting, dated April 10, 2023 (the “Written Consent”), of stockholders owning as of the Record Date at least a majority of the outstanding shares of our common stock and preferred stock, voting together as a single class.
The Written Consent authorized and approved an amendment and restatement of our current amended and restated articles of incorporation (the “Current Charter”) to remove the terms of each series of preferred stock, which will instead be included in separate certificates of designation, and to remove certain other provisions as more fully described below (the “Charter Amendment”). A copy of the Charter Amendment is attached to this Information Statement as Appendix A.
The Written Consent is sufficient under the Nevada Revised Statutes, the Current Charter and our bylaws to approve the Charter Amendment. Accordingly, the Charter Amendment will not be submitted to the other stockholders for a vote, and this Information Statement is being furnished to such other stockholders to provide them with certain information concerning the Written Consent in accordance with the requirements of the Exchange Act, and the regulations promulgated under the Exchange Act, including Regulation 14C.
We will, when permissible following the expiration of the 20-day period mandated by Rule 14c of the Exchange Act and the provisions of the Nevada Revised Statutes, file the Charter Amendment with the Nevada Secretary of State’s Office. The Charter Amendment will become effective upon such filing.
AUTHORIZATION BY THE BOARD OF DIRECTORS AND STOCKHOLDERS
On April 10, 2023, our board of directors unanimously adopted resolutions approving the Charter Amendment and recommended that our stockholders approve it. In connection with the adoption of these resolutions, our board of directors elected to seek the written consent of stockholders in order to reduce associated costs and implement the Charter Amendment in a timely manner. On April 10, 2023, the Chairman of the Board, Daniel Thompson (the “Majority Stockholder”), executed and delivered the Written Consent to us.
Pursuant to the Nevada Revised Statutes and our bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power of our outstanding voting stock, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.
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Pursuant to the Nevada Revised Statutes, the Current Charter and our bylaws, approval of the Charter Amendment at a meeting would require the affirmative vote of at least a majority of the total number of shares of our outstanding common stock, series A preferred stock, series B preferred stock, series C preferred stock, series I preferred stock, series J preferred stock, series L preferred stock and series R preferred stock, voting together as a single class.
Holders of shares of our common stock, series B preferred stock, series C preferred stock, series J preferred stock, series L preferred stock and series R preferred stock are entitled to one (1) vote per share. Holders of shares of our series I preferred stock are entitled to five (5) votes per share. Holders of shares of our series A preferred stock are entitled to a number of votes per share equal to four (4) times the sum of all shares common stock and series B preferred stock issued and outstanding. As of the Record Date, we had issued and outstanding 789,796,735 shares of common stock, 1 share of series A preferred stock, 1,959,078 shares of series B preferred stock, 122 shares of series C preferred stock, 14,885,000 shares of series I preferred stock, 1,713,584 shares of series J preferred stock, 319,493 shares of series L preferred stock and 165 shares of series R preferred stock. Accordingly, a total of 4,035,237,429 votes were entitled to be cast on the approval of the Charter Amendment. As of the Record Date, Daniel Thompson owned 25,004,127 shares of common stock, 1 share of series A preferred stock, 13,062 shares of series B preferred stock, 1 share of series C preferred stock and 5,037,412 shares of series I preferred stock, which entitled Mr. Thompson to 3,217,227,502 votes, or approximately 79.73% of the total votes eligible to be cast.
Accordingly, we have obtained all necessary corporate approvals in connection with the Charter Amendment. We are not seeking written consent from any other stockholder, and other stockholders will not be given an opportunity to vote with respect to the actions described in this Information Statement. All necessary corporate approvals have been obtained. This Information Statement is furnished solely for the purposes of advising stockholders of the action taken by Written Consent and giving stockholders notice of such actions taken as required by the Exchange Act.
As the action taken by the Majority Stockholder was by written consent, there will be no security holders’ meeting and representatives of the principal accountants for the current year and for the most recently completed fiscal year will not have the opportunity to make a statement if they desire to do so and will not be available to respond to appropriate questions from our stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of our common stock as of the Record Date by (i) each of our executive officers and directors; (ii) all of our executive officers and directors as a group; and (iii) each person who is known by us to beneficially own more than 5% of our common stock. Unless otherwise specified, the address of each of the persons set forth below is in care of our company, 3200 Bel Air Drive, Las Vegas, NV 89109.
| Name and Address of Beneficial Owner | Title of Class | Amount and Nature of Beneficial Ownership(1) | Percent of Class(2) |
| Daniel Thompson, Chairman of the Board(3) | Common Stock | 3,202,228,327 | 80.72% |
| Alex Cunningham, Chief Executive Officer and Director(4) | Common Stock | 37,591,628 | 4.68% |
| Rollan Roberts II, Chief Operating Officer(5) | Common Stock | 122,000 | * |
| Steven Healy, Chief Financial Officer(6) | Common Stock | 140,000 | * |
| All executive officers and directors (4 persons) | Common Stock | 3,240,081,955 | 85.44% |
* Less than 1%
| (1) | Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and generally includes voting or investment power with respect to securities. Except as otherwise indicated, each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to our common stock. |
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| (2) | A total of 789,796,735 shares of common stock are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1) as of the Record Date. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator. |
| (3) | Includes 25,004,127 shares of common stock, 3,167,023,252 shares of common stock issuable upon the conversion of 1 share of series A preferred stock, 26,124 shares of common stock issuable upon the conversion of 13,062 shares of series B preferred stock, 100,000 shares of common stock issuable upon the conversion of 1 share of series C preferred stock and 10,074,824 shares of common stock issuable upon the conversion of 5,037,412 shares of series I preferred stock. |
| (4) | Includes 25,004,128 shares of common stock, 12,500 shares of common stock issuable upon the conversion of 6,250 shares of series B preferred stock, 100,000 shares of common stock issuable upon the conversion of 1 share of series C preferred stock and 12,475,000 shares of common stock issuable upon the conversion of 6,237,500 shares of series I preferred stock. |
| (5) | Represents 122,000 shares of common stock issuable upon the conversion of 61,000 shares of series B preferred stock. |
| (6) | Includes 20,000 shares of common stock issuable upon the conversion of 10,000 shares of series B preferred stock, 100,000 shares of common stock issuable upon the conversion of 1 share of series C preferred stock and 20,000 shares of common stock issuable upon the conversion of 10,000 shares of series I preferred stock. |
We do not currently have any arrangements which if consummated may result in a change of control of our company.
THE CHARTER AMENDMENT
General
On April 10, 2023, our board of directors and the Majority Stockholder approved the Charter Amendment, the form of which is attached to this Information Statement as Appendix A.
The Charter Amendment amends and restates the Current Charter to remove the terms of each series of preferred stock, which will instead be included in separate certificates of designation filed in Nevada, and to remove certain other provisions that are covered under Nevada law or in our bylaws and are not necessary to include in the articles of incorporation, including, without limitation:
| · | a provision stating that we are authorized to divide and issue any class of stock in series, which we have the authority to do under Nevada law and our bylaws; |
| · | a provision stating that we are authorized to issue shares of capital stock and stock certificates, which we have the authority to do under Nevada law and our bylaws; |
| · | a provision addressing the number, removal and appointment of the board of directors, which such matters are included in our bylaws; |
| · | a provision stating that stockholders may take action by written consent without a meeting, which stockholders have the authority to do under Nevada law and our bylaws; and |
| · | a provision stating that the board is authorized to adopt a recapitalization affecting the outstanding securities, which we have the authority to do under Nevada law. |
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The Charter Amendment will become effective upon filing with the Nevada Secretary of State’s Office, which will occur promptly following the 20th day after this Information Statement is first mailed to our stockholders.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Our directors and executive officers, and each associate of the foregoing persons, have no substantial interests, directly or indirectly, in the Charter Amendment.
DISSENTER’S RIGHTS OF APPRAISAL
Neither the Nevada Revised Statutes nor our Current Charter provides holders of our common stock with dissenters’ or appraisal rights in connection with the Charter Amendment.
STOCKHOLDERS ENTITLED TO INFORMATION STATEMENT
This information statement is being mailed to you on or about April 28, 2023. We will pay all costs associated with the distribution of this information statement, including the costs of printing and mailing. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this information statement to the beneficial owners of our common stock.
Our board of directors established April 10, 2023 as the record date for the determination of stockholders entitled to receive this information statement.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
We may deliver only one information statement to multiple stockholders sharing an address, unless we have received contrary instructions from one or more of the stockholders. We will promptly deliver a separate copy of this information statement to a stockholder at a shared address to which a single copy was delivered, upon written or oral request to us at the following address and telephone number:
Cardiff Lexington Corporation
3200 Bel Air Drive
Las Vegas, NV 89109
Attn: Corporate Secretary
Phone: (844) 628-2100
In addition, a stockholder can direct a notification to us at the phone number and mailing address listed above that the stockholder wishes to receive a separate information statement in the future. Stockholders sharing an address that receive multiple copies can request delivery of a single copy of the information statements by contacting us at the phone number and mailing address listed above.
WHERE YOU CAN FIND MORE INFORMATION
We file periodic reports, proxy statements and other information with the SEC. Our SEC filings are available from the SEC’s website at www.sec.gov, which contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Additionally, we will make these filings available, free of charge, on our website at www.cardifflexington.com as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. The information on our website, other than these filings, is not, and should not be, considered part of this information statement and is not incorporated by reference into this information statement.
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