CDXI / Cardax, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 333-181719 CARDAX, INC. (Exact name of registrant as specified in its chart

Regulation FD Disclosure

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): August 11, 2021 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporat

Cardax Voluntarily Suspends SEC Reporting Obligations Expected savings to support core business strategies

EX-99.1 2 ex99-1.htm Exhibit 99.1 Cardax Voluntarily Suspends SEC Reporting Obligations Expected savings to support core business strategies HONOLULU, Aug. 11, 2021 /PRNewswire/ — Cardax, Inc. (OTCQB:CDXI) announced today the filing of a Form 15 with the U.S. Securities and Exchange Commission (the “SEC”) to voluntarily suspend its reporting obligations under Section 15(d) of the Securities Exchan

As filed with the Securities and Exchange Commission on August 5, 2021

As filed with the Securities and Exchange Commission on August 5, 2021 Registration No.

Letter from KBL, LLP to the Securities and Exchange Commission dated July 1, 2021

Exhibit 16.1 July 1, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 We have read Item 4.01 of the Current Report on Form 8-K of Cardax, Inc., dated July 1, 2021. We agree with the statements made in the first four paragraphs of Item 4.01 of such Form 8-K. Yours truly, /s/ KBL, LLP

Current Report

8-K 1 form8-k.htm 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): June 27, 2021 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

Forms of the Securities Purchase Agreement, the Convertible Note, and the Warrant, each dated as of December 28, 2020, January 27, 2021, January 28, 2021, March 8, 2021, and March 26, 2021

Exhibit 10.48 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of , 2021, by and between Cardax, Inc., a Delaware corporation (the ?Company?), and (the ?Purchaser?). Certain capitalized terms used in this Agreement are defined in Section 1.1. WHEREAS, the Company is a public company with its shares of common stock, par value $0.001 per share (the ?Com

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-181719 CARDAX, INC.

Forms of the Securities Purchase Agreement, the Convertible Note, and the Warrant, each dated as of December 17, 2020

Exhibit 10.47 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of December 17, 2020, by and between Cardax, Inc., a Delaware corporation (the ?Company?), and (the ?Purchaser?). Certain capitalized terms used in this Agreement are defined in Section 1.1. WHEREAS, the Company is a public company with its shares of common stock, par value $0.001 per shar

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NT 10-K 1 formnt10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-181719 CUSIP NUMBER NOTIFICATION OF LATE FILING 14141D201 (Check one): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-CEN [] Form N-CSR For Period Ended: December 31, 2020 [] Transition Report on Form 10-K [] Transition Report on Form 20-F []

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Cardax, Inc. 2800 Woodlawn Drive, Suite 129, Honolulu, HI 96822 telephone 808.457.1400 fax 808.237.5901 www.cardaxpharma.com March 10, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: CARDAX, INC. Request for Withdrawal of Registration Statement on Form S-1 File No. 333-233281 Ladies and Gentlemen: Pursuant to

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

8-K 1 form8-k.htm 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): January 7, 2021 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Empl

Form of Series A Preferred Stock Purchase Agreement by and among Cardax, Inc. and US Capital Global Cardax Preferred, LLC

Exhibit 10.1 SERIES A PREFERRED STOCK PURCHASE AGREEMENT This Series A Preferred Stock Purchase Agreement (this “Agreement”) is dated as of the date set forth on the signature page hereof, by Cardax, Inc., a Delaware corporation (the “Company”), and US Capital Global Cardax Preferred, LLC, a Delaware limited liability company (the “Purchaser”). Certain capitalized terms used in this Agreement are

Corporate Presentation

Exhibit 99.3

Investment Summary

Exhibit 99.2

Regulation FD Disclosure

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 18, 2020 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorpor

Investment Overview

Exhibit 99.1

Forms of the Securities Purchase Agreement, the Convertible Note, and the Warrant, each dated as of September 22, 2020

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 22, 2020, by and between Cardax, Inc., a Delaware corporation (the “Company”), and (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Section 1.1. WHEREAS, the Company is a public company with its shares of common stock, par value $0.001 per shar

Forms of the Securities Purchase Agreement, the Convertible Note, and the Warrant, each dated as of October 8, 2020

Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 8, 2020, by and between Cardax, Inc., a Delaware corporation (the “Company”), and (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Section 1.1. WHEREAS, the Company is a public company with its shares of common stock, par value $0.001 per share (

Forms of the Securities Purchase Agreement, the Convertible Note, and the Warrant, each dated as of September 8, 2020

EX-10.1 2 ex10-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2020, by and between Cardax, Inc., a Delaware corporation (the “Company”), and (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Section 1.1. WHEREAS, the Company is a public company with its shares of common stock, par v

Forms of the Securities Purchase Agreement, the Convertible Note, and the Warrant, each dated as of September 17, 2020

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 17, 2020, by and between Cardax, Inc., a Delaware corporation (the “Company”), (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Section 1.1. WHEREAS, the Company is a public company with its shares of common stock, par value $0.001 per share (t

Forms of the Securities Purchase Agreement, the Convertible Note, and the Warrant, each dated as of September 28, 2020

Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 28, 2020, by and between Cardax, Inc., a Delaware corporation (the “Company”), and (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Section 1.1. WHEREAS, the Company is a public company with its shares of common stock, par value $0.001 per shar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

Forms of the Securities Purchase Agreement, the Convertible Note, and the Warrant, each dated as of July 30, 2020

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 30, 2020, by and between Cardax, Inc., a Delaware corporation (the “Company”), and (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Section 1.1. WHEREAS, the Company is a public company with its shares of common stock, par value $0.001 per share (th

Forms of the Securities Purchase Agreement, the Convertible Note, and the Warrant, each dated as of July 21, 2020

EX-10.1 2 ex10-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 21, 2020, by and between Cardax, Inc., a Delaware corporation (the “Company”), and (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Section 1.1. WHEREAS, the Company is a public company with its shares of common stock, par value

Forms of the Securities Purchase Agreement, the Convertible Note, and the Warrant, each dated as of August 7, 2020

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 7, 2020, by and between Cardax, Inc., a Delaware corporation (the “Company”), and (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Section 1.1. WHEREAS, the Company is a public company with its shares of common stock, par value $0.001 per share (t

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-181719 CARDAX, I

LETTER

United States securities and exchange commission logo July 20, 2020 David G. Watumill President and Chief Executive Officer CARDAX, INC. 2800 Woodlawn Drive Suite 129 Honolulu, Hawaii 96822 Re: CARDAX, INC. Form 10-K for the Fiscal Year Ended December 31, 2019 Filed March 30, 2020 File No. 333-181719 Dear Mr. Watumill: We have completed our review of your filing. We remind you that the company and

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United States securities and exchange commission logo July 20, 2020 David G. Watumill President and Chief Executive Officer CARDAX, INC. 2800 Woodlawn Drive Suite 129 Honolulu, Hawaii 96822 Re: CARDAX, INC. Form 10-K for the Fiscal Year Ended December 31, 2019 Filed March 30, 2020 File No. 333-181719 Dear Mr. Watumill: We have completed our review of your filing. We remind you that the company and

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CORRESP 1 filename1.htm Cardax, Inc. 2800 Woodlawn Drive, Suite 129, Honolulu, HI 96822 telephone 808.457.1400 fax 808.237.5901 www.cardaxpharma.com June 30, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, DC 20549 Attention: Mary Mast and Dan Gordon Re: CARDAX, INC. Form 10-K for the Fiscal Year Ended December 31,

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United States securities and exchange commission logo June 16, 2020 David G. Watumill President and Chief Executive Officer CARDAX, INC. 2800 Woodlawn Drive Suite 129 Honolulu, Hawaii 96822 Re: CARDAX, INC. Form 10-K for the Fiscal Year Ended December 31, 2019 Filed March 30, 2020 File No. 333-181719 Dear Mr. Watumill: We have reviewed your June 5, 2020 response to our comment letter and have the

LETTER

United States securities and exchange commission logo June 16, 2020 David G. Watumill President and Chief Executive Officer CARDAX, INC. 2800 Woodlawn Drive Suite 129 Honolulu, Hawaii 96822 Re: CARDAX, INC. Form 10-K for the Fiscal Year Ended December 31, 2019 Filed March 30, 2020 File No. 333-181719 Dear Mr. Watumill: We have reviewed your June 5, 2020 response to our comment letter and have the

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Cardax, Inc. 2800 Woodlawn Drive, Suite 129, Honolulu, HI 96822 telephone 808.457.1400 fax 808.237.5901 www.cardaxpharma.com June 5, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, DC 20549 Attention: Mary Mast and Dan Gordon Re: CARDAX, INC. Form 10-K for the Fiscal Year Ended December 31, 2019 Filed March 30, 202

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United States securities and exchange commission logo May 21, 2020 David G. Watumill President and Chief Executive Officer CARDAX, INC. 2800 Woodlawn Drive Suite 129 Honolulu, Hawaii 96822 Re: CARDAX, INC. Form 10-K for the Fiscal Year Ended December 31, 2019 Filed March 30, 2020 File No. 333-181719 Dear Mr. Watumill: We have reviewed your filing and have the following comments. In some of our com

LETTER

United States securities and exchange commission logo May 21, 2020 David G. Watumill President and Chief Executive Officer CARDAX, INC. 2800 Woodlawn Drive Suite 129 Honolulu, Hawaii 96822 Re: CARDAX, INC. Form 10-K for the Fiscal Year Ended December 31, 2019 Filed March 30, 2020 File No. 333-181719 Dear Mr. Watumill: We have reviewed your filing and have the following comments. In some of our com

Form of Securities Purchase Agreement by and among Cardax, Inc. and an Accredited Investor

EX-10.1 2 ex10-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 14, 2020, by and between Cardax, Inc., a Delaware corporation, with headquarters located at 2800 Woodlawn Drive, Suite 129, Honolulu, HI 96822 (the “Company”), and (the “Buyer”). WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in re

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 14, 2020 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporation

Form of Convertible Promissory Note issued by Cardax, Inc. to an Accredited Investor

EX-10.2 3 ex10-2.htm Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGIST

Quarterly Report -

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

Forms of the Securities Purchase Agreement, the Convertible Note, and the Warrant, each dated as of February 2020

Exhibit 10.35 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2020, by and between Cardax, Inc., a Delaware corporation (the “Company”), and (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Section 1.1. WHEREAS, the Company is a public company with its shares of common stock, par value $0.001 per share (the “Com

CDXI / Cardax, Inc. 10-K - Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2019 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 333-181719 CARDAX, INC. (Exact name

Forms of the Securities Purchase Agreement and the Convertible Note, each dated as of March 16, 2020

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 16, 2020, by and between Cardax, Inc., a Delaware corporation, with headquarters located at 2800 Woodlawn Drive, Suite 129, Honolulu, HI 96822 (the “Company”), and (the “Buyer”). WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exe

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 16, 2020 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporati

Form of Convertible Promissory Note issued by Cardax, Inc. to an Accredited Investor #1

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Form of Convertible Promissory Note issued by Cardax, Inc. to an Accredited Investor #2

Exhibit 10.4 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Forms of the Securities Purchase Agreement and the Convertible Note, each dated as of March 16, 2020

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 16, 2020, by and between Cardax, Inc., a Delaware corporation, with headquarters located at 2800 Woodlawn Drive, Suite 129, Honolulu, HI 96822 (the “Company”), and (the “Buyer”). WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exe

Form of Subsidiary Guaranty by and among Cardax Pharma, Inc. and Harbor Gates Capital, LLC

Exhibit 10.4 SUBSIDIARY GUARANTEE This SUBSIDIARY GUARANTEE, dated as of January , 2020 (this “Guarantee”), is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of Harbor Gates Capital, LLC (together with their permitted assigns, the “Secured Parties”). W I T N E S S E T H: WHEREAS, Cardax, Inc. (th

Form of Personal Guaranty of David G. Watumull

Exhibit 10.5 PERSONAL GUARANTY This Personal Guaranty (the “Personal Guaranty”) is made by David G. Watumull, an individual with an address at c/o Cardax, Inc. 2800 Woodlawn Drive, Suite 129, Honolulu, HI 96822 (the “Guarantor”), favor of Harbor Gates Capital, LLC, a Wyoming limited liability company (the “Payee”), and in connection with that certain Securities Purchase Agreement between Cardax, I

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 21, 2020 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorpora

Form of Secured Convertible Promissory Note issued by Cardax, Inc. to Harbor Gates Capital, LLC

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION HAVE BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES U

Form of Security Agreement by and among Cardax, Inc. and Harbor Gates Capital, LLC

Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of January , 2020 (this “Agreement”), is by and between Cardax, Inc., a Delaware corporation (the “Debtor”) and Harbor Gates Capital, LLC (the “Payee”), its endorsees, transferees, and assigns (collectively, with the Payee, the “Secured Parties”). W I T N E S S E T H: WHEREAS, the Debtor has executed and delivered to the Payee that

Forms of the Securities Purchase Agreement, the Secured Convertible Promissory Note, the Security Agreement, the Subsidiary Guaranty, and the Personal Guaranty, each dated as January 21, 2020

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January , 2020, by and between Cardax, Inc., a Delaware corporation (the “Company”), and Harbor Gates Capital, LLC, a Wyoming limited liability company (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Section 1.1. WHEREAS, the Company is a public company

Cardax, Inc. Announces Reverse Stock Split of Common Stock

Exhibit 99.1 Cardax, Inc. Announces Reverse Stock Split of Common Stock HONOLULU, JAN 14, 2020 /PRNewswire/ — Cardax, Inc. (OTCQB:CDXI) today announced it will effect a 200-for-1 reverse stock split of its issued and outstanding common stock. Pursuant to the Certificate of Amendment to the Company’s Certificate of Incorporation filed with the Secretary of State of Delaware, the reverse stock split

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cardax, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARDAX, INC. Cardax, Inc. (the “Corporation”), a corporation organized and existing under the General Corporate Law of the State of Delaware, hereby certifies as follows: 1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Amended and Restated Ce

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders

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): January 14, 2020 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorpora

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 6, 2019 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorpora

Corporate Presentation

Forms of the Securities Purchase Agreement and the Convertible Note, each dated as of November 15, 2019

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2019, by and between Cardax, Inc.

CDXI / Cardax, Inc. S-1/A - -

S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on November 22, 2019 Registration No. 333-233281 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 2834 45-4484428 (State of incorporation) (Pr

Forms of the Securities Purchase Agreement, the Convertible Note, and the Warrant, each dated as of September 2019, October 2019, November 2019, or January 2020

EX-10.22 2 ex10-22.htm SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2019, by and between Cardax, Inc., a Delaware corporation (the “Company”), and (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Section 1.1. WHEREAS, the Company is a public company with its shares of common stock, par value $0.001 per share

CDXI / Cardax, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-181719 CARD

Current Report

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): October 2, 2019 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporat

Power of Attorney*

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David G.

CDXI / Cardax, Inc. S-1/A - -

As filed with the Securities and Exchange Commission on September 27, 2019 Registration No.

Form of the Securities Purchase Agreement, the Convertible Note, and the Warrant, each dated as of September 4, 2019*

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 4, 2019, by and between Cardax, Inc.

Form of the Securities Purchase Agreement, the Convertible Note, and the Warrant, each dated as of September 25, 2019*

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 25, 2019, by and between Cardax, Inc.

Regulation FD Disclosure

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): September 23, 2019 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorpo

Cardax Announces Interim Results from CHASE Clinical Trial Pre-Specified Interim Review Demonstrated Beneficial Changes in Markers of Cardiovascular Health

Cardax Announces Interim Results from CHASE Clinical Trial Pre-Specified Interim Review Demonstrated Beneficial Changes in Markers of Cardiovascular Health - CRP, LDL, total cholesterol, triglycerides, oxidized LDL, and blood pressure reduced - Interim results support excellent safety profile - Enrollment continues HONOLULU, Sept.

2018 Amendment to the Cardax, Inc. 2014 Equity Compensation Plan

2018 Amendment to the Cardax, Inc. 2014 Equity Compensation Plan Effective as of December 4, 2018 Reference is made to the Cardax, Inc. 2014 Equity Compensation Plan (the “Plan”), adopted by resolution of the Board of Directors of Cardax, Inc. (the “Company”) as of January 3, 2014. Capitalized terms used in this amendment (this “Amendment”) to the Plan that are not otherwise defined in this Amendm

CDXI / Cardax, Inc. S-1 - Registration Statement -

As filed with the Securities and Exchange Commission on August 14, 2019 Registration No.

CDXI / Cardax, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-181719 CARDAX, I

Form of the Securities Purchase Agreement of Cardax, Inc. dated as of July 19, 2019 (8)

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 19, 2019, by and between Cardax, Inc.

Form of the Warrant issued by Cardax, Inc. dated July 19, 2019 (8)

WARRANT NUMBER G CARDAX, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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): July 19, 2019 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporatio

Form of the Senior Convertible Note issued by Cardax, Inc. dated July 19, 2019 (8)

NEITHER THIS SECURITY NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION HAVE BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

CDXI / Cardax, Inc. 10-Q Quarterly Report

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

CDXI / Cardax, Inc. (Annual Report)

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2018 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 333-181719 CARDA

167,730,236 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-228826 P R O S P E C T U S 167,730,236 Shares of Common Stock This prospectus relates to the registration of 167,730,236 shares of our common stock, par value $0.001 per share, held by the registering stockholders named herein, consisting of (i) 69,115,849 shares of our issued and outstanding common stock, and (ii) 98,614,387 shares of our comm

CDXI / Cardax, Inc.

February 5, 2019 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

Regulation FD Disclosure

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): January 25, 2019 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorpora

2019 Summary and Update, dated January 25, 2019 (furnished herewith)

CDXI / Cardax, Inc. S-1/A

As filed with the Securities and Exchange Commission on January 4, 2019 Registration No.

LETTER

December 19, 2018 David G. Watumull President and Chief Executive Officer Cardax, Inc. 2800 Woodlawn Drive, Suite 129 Honolulu, Hawaii 96822 Re: Cardax, Inc. Registration Statement on Form S-1 Filed December 14, 2018 File No. 333-228826 Dear Mr. Watumull: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding req

CDXI / Cardax, Inc.

December 19, 2018 David G. Watumull President and Chief Executive Officer Cardax, Inc. 2800 Woodlawn Drive, Suite 129 Honolulu, Hawaii 96822 Re: Cardax, Inc. Registration Statement on Form S-1 Filed December 14, 2018 File No. 333-228826 Dear Mr. Watumull: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding req

Power of Attorney#

As filed with the Securities and Exchange Commission on December 14, 2018 Registration No.

Current Report

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): December 4, 2018 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorpora

CDXI / Cardax, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-181719 CARD

Regulation FD Disclosure

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): October 2, 2018 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporat

Cardax Launches Human Clinical Trial Targeting Cardiovascular Inflammatory Health CHASE Trial to Evaluate Impact of ZanthoSyn® in Largest Astaxanthin Study Ever

Cardax Launches Human Clinical Trial Targeting Cardiovascular Inflammatory Health CHASE Trial to Evaluate Impact of ZanthoSyn® in Largest Astaxanthin Study Ever HONOLULU, October 2, 2018 /PRNewswire/ — Cardax, Inc.

CDXI / Cardax, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

CDXI / Cardax, Inc. SC TO-I/A

SC TO-I/A 1 formsctoia.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No 4 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CARDAX, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) COMMON STOCK $0.001 par value per share (Title of Class of Securities) 14141D102 (CUSIP Number of

Regulation FD Disclosure

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): July 30, 2018 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporatio

Cardax Announces Successful Completion of Warrant Exchange Offer Company Raises $1.44 Million in Non-Dilutive Financing

Cardax Announces Successful Completion of Warrant Exchange Offer Company Raises $1.

CDXI / Cardax, Inc. SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No 3 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CARDAX, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) COMMON STOCK $0.001 par value per share (Title of Class of Securities) 14141D102 (CUSIP Number of Class of Common Stock) Davi

Regulation FD Disclosure

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): July 23, 2018 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporatio

Cardax Announces Extension of Warrant Exchange Offer to July 27, 2018

EX-99.1 2 ex99-1.htm Cardax Announces Extension of Warrant Exchange Offer to July 27, 2018 HONOLULU, July 23, 2018 /PRNewswire/ — Cardax, Inc. (OTCQB: CDXI) announced today that it is extending to July 27, 2018, the period for its offer (“Exchange Offer”) to allow holders of warrants for its common stock that have an exercise price of $0.625 and expire in February 2019 (“Warrants”) to exchange tho

Regulation FD Disclosure

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): June 22, 2018 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporatio

Cardax Announces Effectiveness of Registration Statement and Commencement of Warrant Exchange Offer

Cardax Announces Effectiveness of Registration Statement and Commencement of Warrant Exchange Offer HONOLULU, June 22, 2018 /PRNewswire/ — Cardax, Inc.

Offer to Exchange Each $0.625 Warrant to purchase shares of Common Stock $0.15 in cash Shares of Common Stock THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THE DATE THAT IS 21 BUSINESS DAYS AFTER THE COMMENCEMENT OF THIS OFFERING, OR JUL

424B3 1 form424b3.htm Filed pursuant to Rule 424(b)(3) Registration No. 333-224619 P R O S P E C T U S Offer to Exchange Each $0.625 Warrant to purchase shares of Common Stock and $0.15 in cash for Shares of Common Stock THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THE DATE THAT IS 21 BUSINESS DAYS AFTER THE COMMENCEMENT OF THIS OFFERING, OR JULY 23, 2018, UNLESS THE OFFER IS EXTENDE

CDXI / Cardax, Inc. SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No 2 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CARDAX, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) COMMON STOCK $0.001 par value per share (Title of Class of Securities) 14141D102 (CUSIP Number of Class of Common Stock) Davi

Summary Term Sheet.

Exhibit (a)(1)(f) SUMMARY TERM SHEET This Summary Term Sheet highlights certain information concerning the Exchange Offer.

Amendment No. 3 to Registration Statement on Form S-4 (as filed with the SEC on June 21, 2018 and incorporated herein by reference).

As filed with the Securities and Exchange Commission on June 21 , 2018 Registration No.

Letter of Transmittal (incorporated herein by reference to Exhibit 99.2 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4, filed with the SEC on June 21, 2018).

LETTER OF TRANSMITTAL The undersigned, hereby elects to exchange and exercise, pursuant to the provisions of the Warrant Exchange Offer of Cardax, Inc.

CDXI / Cardax, Inc. CORRESP

Cardax, Inc. 2800 Woodlawn Drive, Suite 129, Honolulu, HI 96822 telephone 808.457.1400 fax 808.237.5901 www.cardaxpharma.com June 21, 2018 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeffrey Gabor Re: Cardax, Inc. (the “Company”) Registration Statement on Form S-4 (Filing No. 333-224619) Ladies and Gentlemen: In

CDXI / Cardax, Inc. SC TO-I/A

SC TO-I/A 1 scto-ia.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No 1 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CARDAX, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) COMMON STOCK $0.001 par value per share (Title of Class of Securities) 14141D102 (CUSIP Number of Cla

Summary Term Sheet.*

Exhibit (a)(1)(d) SUMMARY TERM SHEET This Summary Term Sheet highlights certain information concerning the Exchange Offer.

Amendment No. 2 to Registration Statement on Form S-4 (as filed with the SEC on June 20, 2018 and incorporated herein by reference).

As filed with the Securities and Exchange Commission on June 20 , 2018 Registration No.

Letter of Transmittal (incorporated herein by reference to Exhibit 99.2 to the Company’s Amendment No. 2 to the Registration Statement on Form S-4, filed with the SEC on June 20, 2018).

LETTER OF TRANSMITTAL The undersigned, hereby elects to exchange and exercise, pursuant to the provisions of the Cardax, Inc.

CDXI / Cardax, Inc. CORRESP

June 20, 2018 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Cardax, Inc.

LETTER

June 18, 2018 David G. Watumull Chief Executive Officer Cardax, Inc. 2800 Woodlawn Drive, Suite 129 Honolulu, HI 96822 Re: Cardax, Inc. Schedule TO-I Filed June 15, 2018 File No. 005-88125 Amendment No. 1 to Form S-4 Filed June 14, 2018 File No. 333-224619 Dear Mr. Watumull: We have reviewed the amended registration statement and related response letter responding to our comment letter dated May 1

CDXI / Cardax, Inc. SC TO-I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CARDAX, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) COMMON STOCK $0.001 par value per share (Title of Class of Securities) 14141D102 (CUSIP Number of Class of Common Stock) David G. Watumull Card

Summary Term Sheet (incorporated herein by reference to Exhibit (a)(1)(c) to the Company’s Schedule TO, filed with the SEC on June 15, 2018).**

EX-99.(A)(1)(C) 2 ex-a1c.htm Exhibit (a)(1)(c) SUMMARY TERM SHEET This Summary Term Sheet highlights certain information concerning the Exchange Offer. To understand the Exchange Offer fully and for a more complete discussion of the terms and conditions to the Exchange Offer, please read carefully the “General Terms of the Exchange Offer” section of the Prospectus, the Offer Letter, and the Letter

Amendment No. 1 to Registration Statement on Form S-4 (as filed with the SEC on June 14, 2018 and incorporated herein by reference).

As filed with the Securities and Exchange Commission on June 14 , 2018 Registration No.

CDXI / Cardax, Inc. CORRESP

Richard M. Morris Partner Phone: 212.592.1432 Fax: 212.545.3371 [email protected] June 14, 2018 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Cardax, Inc. Registration Statement on Form S-4, filed May 2, 2018 File No. 333-224619 Ladies and Gentlemen: On behalf of our client, Cardax, Inc. (the “Company”), we are respondi

Regulation FD Disclosure

8-K 1 form8-k.htm 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): June 13, 2018 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employ

Cardax Engages Industry Veteran Fred Sancilio, Ph.D. to Launch Orphan Drug Development Program

EX-99.1 2 ex99-1.htm Cardax Engages Industry Veteran Fred Sancilio, Ph.D. to Launch Orphan Drug Development Program INFLAMMATION’S MAJOR ROLE IN CHRONIC ORPHAN DISEASES SUPPORTS PROGRAM’S STRONG POTENTIAL HONOLULU, June 13, 2018 /PRNewswire/ — Cardax, Inc. (OTCQB: CDXI) announced today that it engaged industry veteran and orphan drug expert, Frederick D. Sancilio, Ph.D., to launch the Company’s or

Current Report

8-K 1 form8-k.htm 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): May 29, 2018 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employe

Cardax Adds Makarand Jawadekar, Ph.D., and Elona Kogan to its Board of Directors

Cardax Adds Makarand Jawadekar, Ph.D., and Elona Kogan to its Board of Directors NEW DIRECTORS BRING EXTENSIVE PHARMACEUTICAL AND BUSINESS DEVELOPMENT EXPERTISE HONOLULU, June 1, 2018 /PRNewswire/ — Cardax, Inc. (OTCQB: CDXI) announced today that Makarand Jawadekar, Ph.D., and Elona Kogan joined its Board of Directors, effective June 1, 2018. Dr. Jawadekar spent 28 years at Pfizer Inc. in diverse

LETTER

May 18, 2018 David G. Watumull Chief Executive Officer Cardax, Inc. 2800 Woodlawn Drive, Suite 129 Honolulu, HI 96822 Re: Cardax, Inc. Registration Statement on Form S-4 Filed May 2, 2018 File No. 333-224619 Dear Mr. Watumull: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with infor

CDXI / Cardax, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

Regulation FD Disclosure

8-K 1 form8-k.htm 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): May 2, 2018 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer

Cardax Announces Warrant Exchange Offer

Cardax Announces Warrant Exchange Offer HONOLULU, May 2, 2018 /PRNewswire/ — Cardax, Inc.

Registration Statement on Form S-4 (as filed with the SEC on May 2, 2018 and incorporated herein by reference).

As filed with the Securities and Exchange Commission on May 2, 2018 Registration No.

Letter of Transmittal (incorporated herein by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-4, filed with the SEC on May 2, 2018).

LETTER OF TRANSMITTAL The undersigned, hereby elects to exchange and exercise, pursuant to the provisions of the Cardax, Inc.

Letter to Warrant Holders (incorporated herein by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-4, filed with the SEC on May 2, 2018).

Dear Cardax Warrant Holder, We are very pleased to provide you with an opportunity to exchange your Cardax $0.

CDXI / Cardax, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2017 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 333-181719 CARDAX, INC. (Exact name

Regulation FD Disclosure

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): December 7, 2017 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorpora

Cardax Hires Gilbert Shin as VP, Retail Sales and Marketing Shin Brings Two Decades of Industry Experience

Cardax Hires Gilbert Shin as VP, Retail Sales and Marketing Shin Brings Two Decades of Industry Experience HONOLULU, December 7, 2017 /PRNewswire/ ? Cardax, Inc.

ZanthoSyn® from Cardax Now Available at 3,000+ GNC Corporate Stores in the U.S. GNC is the Exclusive “Brick-and-Mortar” Retailer of ZanthoSyn® in the United States

ZanthoSyn? from Cardax Now Available at 3,000+ GNC Corporate Stores in the U.S. GNC is the Exclusive ?Brick-and-Mortar? Retailer of ZanthoSyn? in the United States HONOLULU, December 7, 2017 /PRNewswire/ ? Cardax, Inc. (OTCQB: CDXI) announced today that ZanthoSyn?, the Company?s premium astaxanthin dietary supplement for inflammatory health and longevity, is now available at more than 3,000 corpor

Regulation FD Disclosure

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): December 5, 2017 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorpora

Cardax Refutes Allegations by Competitive Trade Group, NAXA Cardax also Demands that NAXA Immediately Stop Making “Reckless and Unsupported” Statements that Misinform Consumers and Create Market Confusion

Cardax Refutes Allegations by Competitive Trade Group, NAXA Cardax also Demands that NAXA Immediately Stop Making ?Reckless and Unsupported? Statements that Misinform Consumers and Create Market Confusion HONOLULU, December 5, 2017 /PRNewswire/ ? Cardax, Inc.

Form of Subscription Agreement(13)

SUBSCRIPTION AGREEMENT BY AND BETWEEN CARDAX, INC. AND THE PURCHASERS PARTY HERETO DATED AS OF , TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Definitions 1 ARTICLE II PURCHASE AND SALE 3 2.1 Closing 3 2.2 Deliveries 3 2.3 Closing Conditions 3 ARTICLE III REPRESENTATIONS AND WARRANTIES 4 3.1 Representations and Warranties of the Company 4 3.2 Representations and Warranties of the Purchasers 5

CDXI / Cardax, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-181719 CARD

Current Report

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 8, 2017 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction of incorporation) (Commission File Num

CDXI / Cardax, Inc. RDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION November 7, 2017 ORDER GRANTING CONFIDENTIAL TREATMENT UNDER THE SECURITIES EXCHANGE ACT OF 1934 Cardax, Inc.

Cardax and GNC Sign Mutual Exclusivity Agreement for ZanthoSyn® Exclusivity for Brick-and-Mortar Channel Strengthens National Marketing

Cardax and GNC Sign Mutual Exclusivity Agreement for ZanthoSyn? Exclusivity for Brick-and-Mortar Channel Strengthens National Marketing HONOLULU, October 20, 2017 /PRNewswire/ ? Cardax, Inc.

Exclusivity Agreement, dated as of October 16, 2017, by and between Cardax, Inc. and General Nutrition Corporation.

PURCHASING AGREEMENT #5190-17 ADDENDUM # A THIS ADDENDUM # A (the ?Addendum?) to the Purchasing Agreement # 5190-17 dated 2-24-2017 between Cardax, Inc.

Regulation FD Disclosure

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): October 16, 2017 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorpora

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): September 27, 2017 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorpo

Regulation FD Disclosure

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): August 31, 2017 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporat

Cardax Promotes David M. Watumull to COO;

Cardax Promotes David M. Watumull to COO; Partially Restores Compensation Company-Wide Actions Follow Achievement of Key Milestones Consistent with Strategy NEWS PROVIDED BY Cardax, Inc. September 7, 2017 HONOLULU, September 7, 2017 /PRNewswire/ ? Cardax, Inc. (OTCQB:CDXI) announced today that David M. Watumull has been promoted to Chief Operating Officer, reflecting his contribution to important

Cardax Attracts $2.75M in Investment Funds to Support ZanthoSyn® Marketing Campaign for GNC National Expansion

Cardax Attracts $2.75M in Investment Funds to Support ZanthoSyn® Marketing Campaign for GNC National Expansion NEWS PROVIDED BY Cardax, Inc. Aug 28, 2017 HONOLULU, August 28, 2017 /PRNewswire/ — Cardax, Inc. (OTCQB:CDXI) reported today that it has received investment subscriptions of approximately $2.75 million since the filing of the Company’s Form 10-Q on August 11, 2017. Approximately $1.2 mill

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 22, 2017 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporat

Regulation FD Disclosure

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): August 11, 2017 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction of incorporation) (Commission File Numb

Cardax Reports Q2 2017 Results

Cardax Reports Q2 2017 Results AUGUST 11, 2017 05:00 PM Eastern Daylight Time HONOLULU?(BUSINESSWIRE)?Cardax, Inc.

CDXI / Cardax, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-181719 CARDAX, I

Regulation FD Disclosure

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): August 7, 2017 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction of incorporation) (Commission File Numbe

ZanthoSyn Going National with GNC Success in Hawaii Catalyzes Purchase Order to Stock All GNC Corporate Stores in US

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Cardax (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-181719 CARDAX,

Cardax (Annual Report)

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2016 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 333-181719 CARDA

Form of Subscription Agreement

SUBSCRIPTION AGREEMENT BY AND BETWEEN CARDAX, INC. AND THE PURCHASERS PARTY HERETO DATED AS OF , 2017 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Definitions 1 ARTICLE II PURCHASE AND SALE 3 2.1 Closing 3 2.2 Deliveries 3 2.3 Closing Conditions 4 ARTICLE III REPRESENTATIONS AND WARRANTIES 5 3.1 Representations and Warranties of the Company 5 3.2 Representations and Warranties of the Purchas

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 7, 2017 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporatio

Focusing on the source of inflammationTM 8,820,509 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-214049 P R O S P E C T U S Focusing on the source of inflammationTM 8,820,509 Shares of Common Stock This prospectus relates to the sale, transfer or other disposition from time to time of up to an aggregate of 8,820,509 shares of our common stock, par value $0.001 per share, by Southridge Partners II LP (?Southridge? or ?Selling Stockholder?),

Cardax AM

As filed with the Securities and Exchange Commission on February 9, 2017 Registration No.

Cardax ESP

Cardax, Inc. 2800 Woodlawn Drive, Suite 129, Honolulu, HI 96822 telephone 808.457.1400 fax 808.237.5901 www.cardaxpharma.com February 9, 2017 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeffrey Gabor Re: Cardax, Inc. (the ?Company?) Registration Statement on Form S-1 (Filing No. 333-214049) Ladies and Gentlemen:

As filed with the Securities and Exchange Commission on February 8, 2017

As filed with the Securities and Exchange Commission on February 8, 2017 Registration No.

Cardax ESP

CORRESP 1 filename1.htm February 8, 2017 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Cardax, Inc. Registration Statement on Form S-1 Filed October 11, 2016 File No. 333-214049 Ladies and Gentlemen: On behalf of our client, Cardax, Inc. (the “Company”), we hereby transmit for filing Amendment No. 1 to Form

Cardax Announces Launch of ZanthoSyn™ in Hawaii GNC Stores Marketing and Distribution Program Builds on Positive Response from Physicians

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Cardax (Current Report/Significant Event)

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): January 25, 2017 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction of incorporation) (Commission File Num

Cardax Appoints Global Healthcare Executive as Independent Director Brings Experience Across Pharma, Biotech, and Consumer Health

Cardax Appoints Global Healthcare Executive as Independent Director Brings Experience Across Pharma, Biotech, and Consumer Health January 10, 2017 8:00 AM Eastern Standard Time HONOLULU?(BUSINESS WIRE)?Cardax, Inc.

Cardax (Current Report/Significant Event)

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): January 4, 2017 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporat

Current Report

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): December 2, 2016 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction of incorporation) (Commission File Num

Cardax (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-181719 CARD

LETTER

Mail Stop 4546 October 24, 2016 David G. Watumull President and Chief Executive Officer Cardax, Inc. 2800 Woodlawn Drive, Suite 129 Honolulu, Hawaii 96822 Re: Cardax, Inc. Registration Statement on Form S-1 Filed October 11, 2016 File No. 333-214049 Dear Mr. Watumull: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461

As filed with the Securities and Exchange Commission on October 11, 2016

S-1 1 forms-1.htm As filed with the Securities and Exchange Commission on October 11, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 2834 45-4484428 (State of incorporation) (Primary Standard Industrial Cla

Cardax (Current Report/Significant Event)

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): September 6, 2016 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorpor

Regulation FD Disclosure

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): August 24, 2016 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction of incorporation) (Commission File Numb

Regulation FD Disclosure

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): August 24, 2016 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction of incorporation) (Commission File Numb

Cardax Launches First Product ZanthoSyn™ Safe Anti-Inflammatory for General Health*

Cardax Launches First Product ZanthoSyn? Safe Anti-Inflammatory for General Health* August 24, 2016 8:00 AM Eastern Daylight Time HONOLULU?(BUSINESS WIRE)?Cardax, Inc.

Cardax Launches First Product ZanthoSyn™ Safe Anti-Inflammatory for General Health*

Cardax Launches First Product ZanthoSyn? Safe Anti-Inflammatory for General Health* August 24, 2016 8:00 AM Eastern Daylight Time HONOLULU?(BUSINESS WIRE)?Cardax, Inc.

Cardax (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-181719 CARDAX, I

Cardax (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-181719 CARDAX, I

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 12, 2016 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 12, 2016 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporat

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 26, 2016 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporatio

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (?Agreement?), dated July 13, 2016, is made by and between CARDAX, INC.

Cardax ENTERS INTO EQUITY PURCHASE AGREEMENT FOR Financing of up to $5 million EPA Provides Attractive Terms, Flexibility, Price Protection

Cardax ENTERS INTO EQUITY PURCHASE AGREEMENT FOR Financing of up to $5 million EPA Provides Attractive Terms, Flexibility, Price Protection July 18, 2016 8:00 AM Eastern Daylight Time HONOLULU?(BUSINESS WIRE)?Cardax, Inc.

Form of Equity Purchase Agreement(11)

EQUITY PURCHASE AGREEMENT BY AND BETWEEN CARDAX, INC. AND SOUTHRIDGE PARTNERS II LP Dated July 13, 2016 THIS EQUITY PURCHASE AGREEMENT entered into as of the 13th day of July, 2016 (this ?AGREEMENT?), by and between SOUTHRIDGE PARTNERS II LP, a Delaware limited partnership (?INVESTOR?), and CARDAX, INC., a Delaware corporation (the ?COMPANY?). WHEREAS, the parties desire that, upon the terms and s

Cardax (Current Report/Significant Event)

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): July 13, 2016 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporatio

Current Report

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): May 30, 2016 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporation

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 25, 2016 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporation

Form of Subscription Agreement(10)

SUBSCRIPTION AGREEMENT BY AND BETWEEN CARDAX, INC. AND THE PURCHASERS PARTY HERETO DATED AS OF , 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Definitions 1 ARTICLE II PURCHASE AND SALE 3 2.1 Closing 3 2.2 Deliveries 4 2.3 Closing Conditions 4 ARTICLE III REPRESENTATIONS AND WARRANTIES 5 3.1 Representations and Warranties of the Company 5 3.2 Representations and Warranties of the Purchas

Cardax (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-181719 CARDAX,

Cardax (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2015 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 333-181719 CARDAX, INC. (Exact name

Cardax (Current Report/Significant Event)

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): January 8, 2016 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporat

Cardax (Current Report/Significant Event)

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): December 30, 2015 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorpor

Focusing on the source of inflammationTM 33,000,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-207035 P R O S P E C T U S Focusing on the source of inflammationTM 33,000,000 Shares of Common Stock This prospectus relates to the sale, transfer or other disposition from time to time of up to an aggregate of 33,000,000 shares of Common Stock, consisting of (a) 31,597,574 shares of our Common Stock that will be issued upon the merger of Card

Cardax ESP

Cardax, Inc. 2800 Woodlawn Drive, Suite 129, Honolulu, HI 96822 telephone 808.457.1400 fax 808.237.5901 www.cardaxpharma.com December 18, 2015 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Suzanne Hayes Re: Cardax, Inc. (the ?Company?) Registration Statement on Form S-4 (Filing No. 333-207035) Ladies and Gentlemen:

Cardax (Current Report/Significant Event)

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 24, 2015 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorpor

As filed with the Securities and Exchange Commission on November 24, 2015

As filed with the Securities and Exchange Commission on November 24, 2015 Registration No.

Cardax ESP

November 24, 2015 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Amended and Restated Agreement and Plan of Merger, dated as of November 24, 2015 by and among Cardax Pharmaceuticals, Inc. and Cardax, Inc.

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 24, 2015, by and between Cardax Pharmaceuticals, Inc.

Cardax (Current Report/Significant Event)

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 17, 2015 (November 17, 2015) CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS

Cardax Awarded U.S. Inflammation Patent Patent Covers Use of Cardax Compounds Alone or in Combination with Other Drugs

Cardax Awarded U.S. Inflammation Patent Patent Covers Use of Cardax Compounds Alone or in Combination with Other Drugs November 17, 2015 2:00 PM Eastern Standard Time HONOLULU-(BUSINESS WIRE)-Cardax, Inc. (“Cardax”) (OTCQB:CDXI) announced today that it was awarded a U.S. patent covering the use of CDX-085 and the Company’s other patented compounds for reduction of tissue damage associated with inf

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-181719 CARD

Cardax (Current Report/Significant Event)

FORM 8-K 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): October 5, 2015 (September 29, 2015) CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commissi

LETTER

Mail Stop 4720 September 28, 2015 Via E-Mail David G. Watumull President and Chief Executive Officer Cardax, Inc. 2800 Woodlawn Drive, Suite 129 Honolulu, HI 96822 Re: Cardax, Inc. Registration Statement on Form S-4 Filed September 18, 2015 File No. 333-207035 Dear Mr. Watumull: This is to advise you that we have not reviewed and will not review your registration statement. We urge all persons who

As filed with the Securities and Exchange Commission on September 18, 2015

As filed with the Securities and Exchange Commission on September 18, 2015 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-181719 CARDAX, I

Results Support Accelerated Product Launch

July 29, 2015 Cardax Product Candidates Demonstrate Superior Bioavailability vs. Microalgal Astaxanthin in Monkey Study Results Support Accelerated Product Launch HONOLULU? Cardax, Inc. (?Cardax?) (OTCQB:CDXI) announced today that its astaxanthin consumer health candidates CDX-085 and ASTX-1F demonstrated more than two and one-half times higher oral bioavailability than a leading microalgal astaxa

Cardax (Current Report/Significant Event)

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): July 29, 2015 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of incorporatio

Independent Directors’ Compensation Agreement(9)

Independent Directors? Compensation Agreement This agreement (this ?Agreement?) is dated as of June 30, 2015 by and among each of George W.

Supplement to Agreement of the Executive Chairman(9)

Supplement to Agreement of the Executive Chairman This supplement (this ?Supplement?) is dated as of June 30, 2015.

Senior Executive Employment Agreement, dated February 7, 2014, of David G. Watumull and the supplement thereto dated June 30, 2015

EXHIBIT 10.3 Supplement to Senior Executive Employment Agreement David G. Watumull This supplement (this ?Supplement?) is dated as of June 30, 2015. Reference is hereby made to that certain EMPLOYMENT AGREEMENT (the ?Agreement?) that was made as of February 7, 2014 by and between CARDAX, INC., a Delaware corporation (the ?Company?), and David G. Watumull, an individual (the ?Employee?). Capitalize

Payment Deferral and Acceptance Agreement of JBR Business Solutions, LLC(9)

Payment Deferral and Acceptance Agreement For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Cardax, Inc.

Form of Payment Deferral and Acceptance Agreement(9)

Form of Payment Deferral and Acceptance Agreement For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Cardax, Inc.

Cardax (Current Report/Significant Event)

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): July 7, 2015 (June 30, 2015) CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer

Cardax (Current Report/Significant Event)

FORM 8-K 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): June 30, 2015 (June 29, 2015) CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction of incorporation

Cardax Raises Additional $500,000 in Financing

EXHIBIT 99.1 Cardax Raises Additional $500,000 in Financing Brings YTD Funding to $1,125,000 June 30, 2015 08:00 AM Eastern Daylight Time HONOLULU?(BUSINESS WIRE)?Cardax, Inc. (?Cardax?) (OTCQB:CDXI) announced today that it has closed on an additional $500,000 in equity financing, bringing the year-to-date amount raised in its issuer-directed unit offering to $1,125,000. These funds will support t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-181719 CARDAX,

Cardax (Current Report/Significant Event)

FORM 8-K 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): April 16, 2015 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of in

Focusing on the source of inflammationTM 52,012,049 Shares of Common Stock

FORM POS AM Filed pursuant to Rule 424(b)(3) Registration No. 333-195745 P R O S P E C T U S Focusing on the source of inflammationTM 52,012,049 Shares of Common Stock This prospectus relates to the sale, transfer or other disposition from time to time of up to an aggregate of 52,012,049 shares of our common stock, consisting of (i) 24,306,267 shares of our issued and outstanding common stock and

As filed with the Securities and Exchange Commission on April 7, 2015

FORM POS AM As filed with the Securities and Exchange Commission on April 7, 2015 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K

10-K 1 form10k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2014 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 333-181719 CARDAX

Form of Subscription Agreement(8)

EXHIBIT 10.2 SUBSCRIPTION AGREEMENT BY AND BETWEEN CARDAX, INC. AND THE PURCHASERS PARTY HERETO DATED AS OF , 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Definitions 1 ARTICLE II PURCHASE AND SALE 3 2.1 Closing 3 2.2 Deliveries 4 2.3 Closing Conditions 4 ARTICLE III REPRESENTATIONS AND WARRANTIES 5 3.1 Representations and Warranties of the Company 5 3.2 Representations and Warranties o

Cardax (Current Report/Significant Event)

FORM 8-K 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): March 3, 2015 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction of incorporation) (Commission Fi

Form of Class D Warrant(8)

EX-10.3 4 ex10-3.htm WARRANT NUMBER D CARDAX, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE AB

Form of Registration Rights Agreement

EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of , 2015 by and among Cardax, Inc., a Delaware corporation (the ?Company? or ?CDXI?), and the parties listed on Schedule I hereto (collectively, the ?Investors?) as amended or supplemented by the Company to reflect Persons that purchase securities in the Offering. Capitaliz

Form of Class E Warrant(8)

EXHIBIT 10.4 WARRANT NUMBER E CARDAX, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF

Current Report

FORM 8-K 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): January 15, 2015 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction (Commission (IRS Employer of

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2014 CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction of incorporation) (

COLLABORATION AGREEMENT

Exhibit 10.1 Exhibit 10.1 COLLABORATION AGREEMENT THIS COLLABORATION AGREEMENT (“Agreement”) is made as of this 18th day of August 2014 (the “Effective Date”), by and between Capsugel US, LLC and its Affiliates with an address at 412 Mt. Kemble Ave, Suite 200C, Morristown, NJ 07960 (“CAPSUGEL”) and Cardax, Inc., and its Affiliates, with a corporate address at 2800 Woodlawn Dr., Suite 129, Honolulu

Focusing on the source of inflammationTM 52,012,049 Shares of Common Stock

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CDXI / Cardax, Inc. CT ORDER - -

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CDXI / Cardax, Inc. CORRESP - -

CARDAX, INC 2800 Woodlawn Drive, Suite 129 Honolulu, HI 96822 December 1, 2014 VIA EDGAR U.

CDXI / Cardax, Inc. S-1/A - - AMENDMENT TO FORM S-1

As filed with the Securities and Exchange Commission on November 26, 2014 Registration No.

CDXI / Cardax, Inc. CORRESP - -

Richard M. Morris Partner Direct Tel: 212.592.1432 Direct Fax: 212.545.3371 Email: [email protected] November 26, 2014 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeffrey P. Riedler, Assistant Director Re: Cardax, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed November 25, 2014 F

COLLABORATION AGREEMENT

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LETTER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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CORRESP Richard M. Morris Partner Direct Tel: 212.592.1432 Direct Fax: 212.545.3371 Email: [email protected] October 22, 2014 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeffrey P. Riedler, Assistant Director Re: Cardax, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed October 22,

CDXI / Cardax, Inc. S-1/A - - AMENDMENT TO FORM S-1

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LETTER

September 24, 2014 Via E-mail David G. Watumull President and Chief Executive Officer Cardax, Inc. 2800 Woodlawn Drive, Suite 129 Honolulu, HI 96822 Re: Cardax, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed September 2, 2014 File No. 333-195745 Dear Mr. Watumull: We have reviewed your amended registration statement and have the following additional comments. In some of our comme

CDXI / Cardax, Inc. CORRESP - -

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Form of Indemnification Agreement(5)

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8-K

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Regulation FD Disclosure, Entry into a Material Definitive Agreement

FORM 8-K 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): August 19, 2014 (August 18, 2014) CARDAX, INC. (Exact name of registrant as specified in its charter) Delaware 333-181719 45-4484428 (State or other jurisdiction of incorpora

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LETTER

June 3, 2014 Via E-mail David G. Watumull President and Chief Executive Officer Cardax, Inc. 2800 Woodlawn Drive, Suite 129 Honolulu, HI 96822 Re: Cardax, Inc. Registration Statement on Form S-1 Filed May 7, 2014 File No. 333-195745 Dear Mr. Watumull: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information

- CURRENT REPORT

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