Cardiff Lexington Corp

Table of Contents

As filed with the U.S. Securities and Exchange Commission on December 15, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

**FORMS-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

3753 Howard Hughes Parkway, Suite 200

Las Vegas, NV 89169

(844)628-2100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Alex Cunningham

Chief Executive Officer

3753 Howard Hughes Parkway, Suite 200

Las Vegas, NV 89169

(844) 628-2100

(Names, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of Securities Act.¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

** Shares of Common Stock**

We are offering shares of common stock, assuming a public offering price of $ per share (which is the midpoint of the estimated range of the public offering price). We currently estimate that the public offering price will be between $ and $ per share.

Our common stock is currently quoted on the OTCQB Venture Market operated by OTC Markets Group Inc., or the OTCQB Market, under the symbol “CDIX.” On December 12, 2025, the closing price of our common stock on the OTCQB Market was $1.70. In connection with this offering, we have applied for the listing of our common stock on The Nasdaq Capital Market under the symbol “CDIX.” The closing of this offering is contingent upon our uplisting to The Nasdaq Capital Market and no assurance can be given that our application will be approved. Upon the completion of this offering, we anticipate that our executive officers and directors will collectively be able to exercise approximately % of our total voting power (or approximately % if the underwriters exercise the over-allotment option in full). As a result, they will possess significant influence and will be able to elect a majority of our board of directors and authorize or prevent proposed significant corporate transactions without the votes of any other stockholders. Notwithstanding the foregoing, since no individual, company or persons acting as a group (as described in Section 13(d) of the Securities Exchange Act of 1934, as amended) will own a majority of our voting power, we will not be a “controlled company” under the corporate governance standards for companies listed on The Nasdaq Stock Market, or Nasdaq, although it is possible that we may become a “controlled company” in the future if our executive officers and directors decide to form a group. See also “Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock.”

We are a “smaller reporting company” as defined Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and have elected to comply with certain reduced public company reporting requirements. See “Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock—We are subject to ongoing public reporting requirements that are less rigorous than for larger, more established companies, which could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.”

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the material risks of investing in our securities under the heading “Risk Factors” beginning on page 11 of this prospectus**.**

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted the underwriters an option for a period of 45 days after the closing of this offering to purchase up to 15% of the total number of shares to be offered by us pursuant to this offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the public offering price less the underwriting discounts and commissions. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will be $ .

The offering price of our shares of common stock in this offering will be determined between us and the underwriters at the time of pricing, considering our historical performance and capital structure, prevailing market prices and conditions, and overall assessment of our business, and may be at a discount to the current market price. Therefore, the recent market price of our common stock and the public offering price of the common stock used throughout this prospectus for this offering may not be indicative of the actual offering price for the shares of common stock.

The underwriters expect to deliver the shares against payment as set forth under “Underwriting” on or about , 2025.

R.F. Lafferty & Co., Inc.

Sole Bookrunning Manager

The date of this prospectus is , 2025