LAS VEGAS - Marylandian -- Cardiff Lexington Corporation (Stock Symbol: CDIX) $CDIX is giving investors another significant development to evaluate today, announcing a Letter of Intent (LOI) for a proposed business combination with an established, multi-location musculoskeletal healthcare platform.

The proposed transaction could represent a major expansion of Cardiff Lexington's existing orthopedic, spine, pain management and ancillary healthcare strategy, potentially adding a much larger physician-led platform, complementary services and additional opportunities for future ambulatory surgery center integration.

The proposed transaction carries an aggregate consideration of up to $104 million, although the LOI remains subject to due diligence, financing, definitive agreements and other customary closing conditions.

For investors watching CDIX, today's announcement is particularly notable because it comes after a year in which Cardiff Lexington has already moved from OTCQB to OTCQX, expanded Nova Ortho and Spine, opened its 12th location and continued pursuing a broader capital-markets strategy.

Today's $104 Million Proposed Combination Changes the Scale of the Story

Under the LOI, Cardiff Lexington would acquire the equity interests of the Target through a combination of cash, notes and equity.

The proposed consideration includes:

• $30 million cash at closing, before debt retirement, transaction costs and escrow
• $10 million unsecured notes payable two years after closing
• Preferred equity that would result in the sellers collectively owning approximately 35% of Cardiff Lexington's fully diluted equity following the transaction
• Up to $12 million of additional CDIX common stock tied to future EBITDA performance

The performance-based component is particularly important.

The sellers could receive an additional $4 million of CDIX common stock if the Target generates more than $15 million of EBITDA in 2027, another $4 million if 2028 EBITDA exceeds $18 million, and another $4 million if 2029 EBITDA exceeds $22 million.

In other words, part of the proposed consideration is directly tied to future operating performance rather than simply being paid upfront.

That structure could potentially align the Target's existing ownership and management with Cardiff Lexington's longer-term growth objectives.

A Much Larger Integrated Musculoskeletal Platform

The Target operates a multi-location musculoskeletal healthcare platform serving patients across multiple states.

Cardiff Lexington says the combination could expand its operations into a more integrated healthcare platform encompassing:

• Orthopedic and spine care
• Diagnostic imaging
• Physical therapy
• Complementary ancillary healthcare services
• Future ambulatory surgery center opportunities

The company also believes the combination could create opportunities to increase utilization of existing clinical infrastructure and expand ancillary services.

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This fits directly with Cardiff Lexington's existing Nova Ortho and Spine strategy.

The company's current platform already focuses on orthopedic, spine and pain-management services throughout the Southeast. Cardiff Lexington currently reports 12 locations, approximately 180 patients treated per month, a collection rate of more than 95% on settlements, and four consecutive quarters of adjusted EBITDA profitability on its investor-relations overview.

Today's announcement therefore represents a potential move toward substantially greater scale rather than a departure from the company's existing healthcare strategy.

The Warrant & Equity Picture: An Important Part of the CDIX Story

For CDIX investors, the capital structure deserves close attention as the company pursues both organic growth and potentially transformative acquisitions.

As of June 30, 2026, Cardiff Lexington reported 240,019 outstanding warrants, with a weighted-average exercise price of approximately $7.17, of which 140,019 were exercisable at a weighted-average exercise price of approximately $10.16. The company also reported 40,000 warrants granted during the first half of 2026 at a $9.00 exercise price.

That distinction is important: exercisable does not mean exercised.

The June 30 filing reported zero warrant exercises during the first half of 2026.

Consequently, investors should not interpret the entire warrant count as shares that have already entered the market.

There is, however, another important development in September.

Three Cardiff Lexington directors — Louis Jack Staley Sr., Catherine B. Pennington and Johnson Gillard B. III — each received 500,000 stock options dated September 8, 2026, with an exercise price of $0.1162 per share. The options are immediately exercisable according to the reported Form 4 filings and expire September 8, 2031.

That represents 1.5 million newly granted options collectively.

At the reported exercise price of $0.1162, those options represent approximately $174,300 of aggregate exercise consideration if all 1.5 million were exercised.

For investors, these newly granted options are substantially different from the company's higher-priced outstanding warrants: they are options, not warrants, and the filings report them as exercisable beginning September 8, 2026.

Capital Formation Could Become Increasingly Important

Cardiff Lexington has also established a potentially significant source of future capital.

In June, the company entered into an agreement with Leonite Fund I, LP providing for purchases of up to $25 million of CDIX common stock, with the company's option to increase the commitment to as much as $75 million. The facility is subject to conditions, including an effective registration statement.

The company has stated that proceeds could be used for working capital and general corporate purposes.

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That becomes particularly relevant in light of today's proposed transaction, because Cardiff Lexington says the contemplated combination would require new equity investment and conventional debt financing.

Importantly, Cardiff Lexington has not yet obtained binding financing commitments for the proposed $104 million transaction.

OTCQX Upgrade Adds Another Layer of Visibility

Earlier this year, Cardiff Lexington advanced from OTCQB to OTCQX Best Market, which management described as an important step in improving transparency, market visibility and capital-markets positioning.

The company has also previously pursued a potential Nasdaq uplisting strategy.

While an eventual national-exchange listing remains subject to applicable requirements and there is no assurance that it will occur, the progression from OTCQB to OTCQX demonstrates that Cardiff Lexington has continued working on its public-market profile.

The Road Ahead: November Closing Target

Today's LOI establishes a continuing due-diligence period of up to 45 days.

Cardiff Lexington currently intends to complete due diligence and finalize acquisition documentation by October 30, 2026, with a projected closing date of November 16, 2026, or earlier.

Those dates are targets rather than guarantees.

The transaction remains subject to:

• Completion of due diligence
• Independent quality-of-earnings review
• Financing
• Required financial statements and audits
• Definitive agreements
• Required approvals
• Other customary closing conditions

The LOI itself does not create a binding obligation to complete the transaction.

The Bottom Line

Cardiff Lexington Corporation (Stock Symbol: CDIX) $CDIX enters the final stretch of September with one of its most significant strategic announcements of 2026.

Today's proposed combination could potentially transform the scale of Cardiff Lexington's healthcare platform, adding a multi-location musculoskeletal organization while expanding opportunities across orthopedic care, spine, diagnostics, physical therapy, ancillary services and potentially ambulatory surgery centers.

For investors researching emerging healthcare companies, CDIX now presents a story that extends well beyond its existing Nova Ortho and Spine footprint — with the proposed transaction potentially providing a pathway toward a considerably larger integrated musculoskeletal healthcare platform.

For more information on CDIX visit: https://cardifflexington.com/

Media Contact:
Company Name: Cardiff Lexington Corporation (Stock Symbol: CDIX)
Contact: Alex Cunningham, CEO
Email:  investorsrelations@cardifflexington.com
Phone: (800) 628-2100 ext. 705
Country: United States
Website:  https://cardifflexington.com/

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