FT. LAUDERDALE, FL / ACCESSWIRE / June 4, 2021 / Cardiff Lexington Corporation (OTC PINK:CDIX) and Nova Ortho and Spine, LLC in Ft. Pierce, FL announced today that Cardiff Lexington has acquired Nova Ortho and Spine as a wholly-owned subsidiary of Cardiff Lexington. This acquisition serves as the initial foundation for Cardiff Lexington's HealthCare Division and is the cumulation of many months of negotiations by Management and Board of Directors to acquire the ideal partner as the keystone to build upon in order to implement the Company's growth strategies within the healthcare sector.
Nova Ortho and Spine, LLC, its management, and employees are committed to the continued growth and expansion of the Company throughout Florida and neighboring states. No operational changes are planned, and current ownership will remain in place under a ten (10) year Management Agreement. The subsidiary will serve as an acquisition platform to integrate complementary healthcare service providers in neighboring markets and ancillary service providers (chiropractic, physical therapy, imaging, etc.) as we meet rapidly expanding opportunities.
The transaction was a stock purchase that included all assets of Nova Ortho and Spine, LLC. Sellers received a cash payment in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) and were issued 894,834 shares of Series J Preferred Stock of the Company with an aggregate stated value equal to Three Million Five Hundred Seventy-Nine Thousand Three Hundred and Thirty-Four Dollars ($3,579,334.00) for a total transaction of six million seventy-nine thousand and three Hundred and Thirty-Four Dollars $6,079,334.00). The parties further agreed to performance based contingent supplement payment to Sellers in 2022 should one year from the closing date the Company's trailing twelve months minimum Pre-Tax Net Income exceed One Million Nine Hundred Seventy-Nine Thousand Three Hundred Twenty Dollars ($1,979,320.00), the "Milestone", which in that event would cause the issuance to Sellers of 818,750 additional shares of Preferred J Stock, with an aggregate stated value equal to Three Million Two Hundred Seventy-Five Thousand Dollars ($3,275,000.00). All Preferred J shares issued to Sellers are subject to a 5-year Lock Up / Leak Out Agreement.
Leonite Capital and an affiliated institutional investor provided a capital investment into Cardiff Lexington Series N Preferred Stock of Three Million Four Hundred Seventy-Two Thousand Two Hundred and Twenty-Two Dollars ($3,472,222.00) which facilitated Cardiff Lexington's cash payment portion of the acquisition to the Sellers.
