Initial Registration Statement for Employee Benefit Plan (Form S-8)

As filed with the Securities and Exchange Commission on June 11, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

__________________________________

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

CARDIFF LEXINGTON CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		84-1044583
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

710 East Main Street, Lexington, KY		40502
(Address of Principal Executive Offices)		(Zip Code)

2024 EQUITY INCENTIVE PLAN

(Full title of the plan)

Alex Cunningham Chief Executive Officer 710 East Main Street Lexington, KY 40502 (800) 530-2100 Copies to: Louis A. Bevilacqua, Esq. BEVILACQUA PLLC 800 Connecticut Ave., N.W., Suite 300 Washington, DC 20006 (202) 869-0888

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

_________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

Large accelerated Filer ☐	Accelerated Filer ☐
Non-accelerated Filer ☒	Smaller reporting company ☒
	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 7(a)(2)(B) of the Securities Act. o

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this "Registration Statement") is being filed by Cardiff Lexington Corporation (the "Registrant") to register 940,051 additional shares of common stock with respect to the Registrant's 2024 Equity Incentive Plan, as amended (the "Plan"), which is in addition to the 666,667 shares of common stock previously registered on the Registrant's Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on February 6, 2024 (File No. 333-276918) (the "Prior Registration Statement").

This Registration Statement relates to securities of the same class as those registered under the Prior Registration Statement and is being filed in accordance with General Instruction E to Form S-8 regarding the registration of additional securities under the Plan. Pursuant to such instruction, the contents of the Prior Registration Statement are hereby incorporated by reference in and made part of this Registration Statement, except to the extent supplemented, superseded or modified by the specific information set forth below or the specific exhibits attached hereto. Also pursuant to General Instruction E to Form S-8, the filing fee is being paid only with respect to the 940,051 shares of common stock not previously registered.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

(1)	The Registrant's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Commission on March 10, 2026;
(2)	The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 filed with the Commission on May 13, 2026;
(3)	The Registrant's Current Reports on Form 8-K filed with the SEC on January 5, 2026, February 3, 2026 and June 11, 2026; and
(4)	The description of the Registrant's common stock contained in Exhibit 4.1 to its Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Commission on March 10, 2026, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit No.		Description
4.1		Amended and Restated Articles of Incorporation Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
4.2		Certificate of Amendment to Amended and Restated Articles of Incorporation Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed on May 10, 2024)
4.3		Certificate of Amendment to Amended and Restated Articles of Incorporation Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on January 20, 2026)
4.4		Amended and Restated Bylaws of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed on June 6, 2023)
5.1		Opinion of Fennemore Craig P.C. as to the legality of the shares
23.1		Consent of GBQ Partners LLC
23.2		Consent of Fennemore Craig P.C. (included in Exhibit 5.1)
24.1		Power of Attorney (included on the signature page of this registration statement)
99.1		2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on February 6, 2024)
107		Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lexington, State of Kentucky, on June 11, 2026.

	CARDIFF LEXINGTON CORPORATION
	By:	/s/ Alex Cunningham
		Alex Cunningham Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Alex Cunningham and Matthew T. Shafer as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and to file a new registration statement under Rule 461, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE		TITLE	DATE
/s/ Alex Cunningham		Chief Executive Officer and Director (principal executive officer)	June 11, 2026
Alex Cunningham
/s/ Matthew T. Shafer		Chief Financial Officer (principal financial and accounting officer)	June 11, 2026
Matthew T. Shafer
/s/ Gillard B. Johnson, III		Director	June 11, 2026
Gillard B. Johnson, III
/s/ Cathy Pennington		Director	June 11, 2026
Cathy Pennington
/s/ L. Jack Staley		Director	June 11, 2026
L. Jack Staley