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. ☐
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 |
