CARDAX, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-08-11: Form 8-K; Period of report 2021-08-11; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2021-07-01: Form 8-K; Period of report 2021-06-27; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
- 2021-01-13: Form 8-K; Period of report 2021-01-07; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2020-11-18: Form 8-K; Period of report 2020-11-18; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-08-11 | 8-K | 2021-08-11 | 7.01 Regulation FD Disclosure | 7.01 On August 11, 2021, Cardax, Inc. (the “Company”) issued a press release announcing the filing of a Form 15 with the Securities and Exchange Commission to suspend the Company’s duty to file reports under Section 15(d) of the Exchange Act. | form8-k.htm |
| 2021-07-01 | 8-K | 2021-06-27 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On June 27, 2021, Cardax, Inc. (the “Company”) was notified by KBL, LLP (“KBL”) that it would resign as the Company’s independent registered public accounting firm effective June 30, 2021, for factors unrelated to the Company. | form8-k.htm |
| 2021-01-13 | 8-K | 2021-01-07 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 On January 11, 2021, Cardax, Inc., a Delaware corporation (the “Company”), entered into a Series A Preferred Stock Purchase Agreement with US Capital Global Cardax Preferred, LLC, a Delaware limited liability company (the “Purchaser”), related to a private placement (the “Offering”) of the Company’s Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). 3.02 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. 5.03 ● The new series of preferred stock is designated as Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). ● The number of shares of Series A Preferred Stock so designated is Four Hundred Thousand (400,000). ● The Series A Preferred Stock shall have a stated value equal to $25.00 per share (the “Series A Original Issue Price”). ● The Series A Preferred Stock will, with respect to rights to receive dividends and to participate in distributions or payments upon liquidation, dissolution, or winding up of the Company, rank senior to the Company’s common stock, par value $0.001 (the “Common Stock”). ● The Series A Preferred Stock shall accrue a dividend at the rate of eight percent (8%) per annum. ● The holders of Series A Preferred Stock shall not have any voting rights, except as provided by law or in accordance with certain provisions of the Certificate of Designation. ● Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, from and after October 15, 2022, into such number of shares of Common Stock as is determined by dividing the Series A Original Issue Price plus accrued and unpaid dividends by the conversion price of $5.00 per share, which is subject to adjustment as provided in the Certificate of Designation. ● All outstanding shares of Series A Preferred Stock shall be automatically converted into shares of Common Stock, at the then effective conversion price, in the event any securities of the Company are listed for trading on any national exchange, including the Nasdaq Stock Market’s Capital Market or the New York Stock Exchange. ● Any or all of the outstanding shares of Series A Preferred Stock may be redeemed by the Company at any time after October 15, 2023, at a price per share equal to the Series A Original Issue Price plus accrued and unpaid dividends. | form8-k.htm |
| 2020-11-18 | 8-K | 2020-11-18 | 7.01 Regulation FD Disclosure | 7.01 On November 18, 2020, US Capital Global Securities, LLC (“USCGS”), a registered broker-dealer engaged by Cardax, Inc., a Delaware corporation (the “Company”), in connection with a private placement of securities being made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, pursuant to Rule 506(c) of Regulation D promulgated thereunder, made available an investment overview, investment summary, and corporate presentation, which are attached hereto as Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3, respectively. | form8-k.htm |
| 2020-05-15 | 8-K | 2020-05-14 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 On May 14, 2020, Cardax, Inc. (the “Company”) entered into a securities purchase agreement with a certain accredited investor for the issuance of a convertible promissory note by the Company in the aggregate principle amount of $500,000 with aggregate gross proceeds of $460,000 as outlined below. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. 3.02 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. | form8-k.htm |
| 2020-03-20 | 8-K | 2020-03-16 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 On March 16, 2020, Cardax, Inc. (the “Company”) entered into two securities purchase agreements with certain accredited investors for the issuance of two convertible promissory notes by the Company in the aggregate principle amount of $500,000 with aggregate gross proceeds of $460,000 as outlined below. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. 3.02 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. | form8-k.htm |
| 2020-01-27 | 8-K | 2020-01-21 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Effective January 21, 2020, Cardax, Inc. (the “Company”) entered into and consummated a secured bridge financing of $250,000 through a Secured Convertible Promissory Note (the “Note”). 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. 3.02 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. | form8k.htm |
| 2020-01-14 | 8-K | 2020-01-14 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 3.03 On January 14, 2020, Cardax, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 200-for-1 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”). 5.03 To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated by reference herein. 7.01 On January 14, 2020, the Company issued a press release announcing the Reverse Stock Split. | form8k.htm |
| 2019-12-06 | 8-K | 2019-12-06 | 7.01 Regulation FD Disclosure | 7.01 On December 6, 2019, Cardax, Inc., a Delaware corporation (the “Company”), made available a corporation presentation, which is attached hereto as Exhibit 99.1. | form8-k.htm |
| 2019-10-08 | 8-K | 2019-10-02 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On October 2, 2019, the stockholders (the “Stockholders”) of Cardax, Inc., a Delaware corporation (the “Company”) holding a majority of the outstanding shares of common stock, par value $0.001 per share (the “Common Stock”) as of September 30, 2019 (the “Record Date”), executed a written consent (the “Written Consent”) in lieu of a meeting of the Stockholders. | form8-k.htm |
| 2019-09-23 | 8-K | 2019-09-23 | 7.01 Regulation FD Disclosure | 7.01 On September 23, 2019, Cardax, Inc. (the “Company”) issued a press release announcing the interim results of its human clinical trial with ZanthoSyn®, the Company’s astaxanthin dietary supplement. | form8-k.htm |
| 2019-07-25 | 8-K | 2019-07-19 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On July 19, 2019, Cardax, Inc. (the “Company”) and a current stockholder of the Company, as a lender to the Company (the “Lender”), entered into definitive agreements and documents providing the Company with $750,000.00 of senior debt financing. 3.02 The information set forth in Item 1.01 of this Form 8-K is incorporated into this Item 3.02 by reference. | form8-k.htm |
| 2019-01-25 | 8-K | 2019-01-25 | 7.01 Regulation FD Disclosure | 7.01 On January 25, 2019, Cardax, Inc. (the “Company”), issued a 2019 summary and update that provides certain information about its strategy and platform. | form8-k.htm |
| 2018-12-06 | 8-K | 2018-12-04 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On December 4, 2018, the stockholders (the “Stockholders”) holding a majority of the outstanding shares of Cardax, Inc., a Delaware corporation (the “Company”) as of such date, executed a written consent in lieu of an annual meeting (the “Written Consent”). | form8-k.htm |
| 2018-10-02 | 8-K | 2018-10-02 | 7.01 Regulation FD Disclosure | 7.01 On October 2, 2018, Cardax, Inc. (the “Company”) issued a press release announcing that it launched a human clinical trial with ZanthoSyn®, the Company’s astaxanthin dietary supplement. | form8-k.htm |
| 2018-07-30 | 8-K | 2018-07-30 | 7.01 Regulation FD Disclosure | 7.01 On July 30, 2018, Cardax, Inc. (the “Company”) issued a press release announcing that its offer to exchange each $0.625 warrant to purchase shares of common stock and $0.15 in cash for shares of common stock of the Company terminated at 5:00 p.m., New York City time, on July 27, 2018. | form8-k.htm |
| 2018-07-23 | 8-K | 2018-07-23 | 7.01 Regulation FD Disclosure | 7.01 On July 23, 2018, Cardax, Inc. (the “Company”) issued a press release announcing that it is extending the expiration date of the offer to exchange each $0.625 warrant to purchase shares of common stock and $0.15 in cash for shares of common stock of the Company until 5:00 p.m., New York City time, on July 27, 2018. | form8-k.htm |
| 2018-06-22 | 8-K | 2018-06-22 | 7.01 Regulation FD Disclosure | 7.01 On June 22, 2018, Cardax, Inc. (the “Company”) issued a press release announcing the effectiveness of a Registration Statement on Form S-4 with the Securities and Exchange Commission in connection with a warrant exchange offer. | form8-k.htm |
| 2018-06-13 | 8-K | 2018-06-13 | 7.01 Regulation FD Disclosure | 7.01 On June 13, 2018, Cardax, Inc. (the “Company”) issued a press release announcing that it engaged a service provider to launch the Company’s orphan drug development program. | form8-k.htm |
| 2018-06-01 | 8-K | 2018-05-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 29, 2018, the Board of Directors of Cardax, Inc. (the “Company”) elected Makarand Jawadekar, Ph.D., and Elona Kogan to serve as directors of the Company effective June 1, 2018 until the Company’s next annual meeting of stockholders. | form8-k.htm |
| 2018-05-02 | 8-K | 2018-05-02 | 7.01 Regulation FD Disclosure | 7.01 On May 2, 2018, Cardax, Inc. (the “Company”) issued a press release announcing that it has filed a registration statement on Form S-4 with the Securities and Exchange Commission in connection with a warrant exchange offer. | form8-k.htm |
| 2017-12-07 | 8-K | 2017-12-07 | 7.01 Regulation FD Disclosure | 7.01 In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in Exhibits 99.1 and 99.2 hereto are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act. | form8-k.htm |
| 2017-12-05 | 8-K | 2017-12-05 | 7.01 Regulation FD Disclosure | 7.01 On December 5, 2017, Cardax, Inc. (the “Company”) issued a press release refuting false and baseless allegations made by a competitive trade group Natural Algae Astaxanthin Association (“NAXA”) in a “citizen” petition that NAXA recently filed with the Food and Drug Administration. | form8-k.htm |
| 2017-11-13 | 8-K | 2017-11-08 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On November 8, 2017, the stockholders (the “Stockholders”) holding a majority of the outstanding shares of Cardax, Inc., a Delaware corporation (the “Company”) as of such date, executed a written consent in lieu of an annual meeting (the “Written Consent”). | form8-k.htm |
| 2017-10-20 | 8-K | 2017-10-16 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 7.01 The Company announced today that it entered into an exclusivity agreement with GNC for ZanthoSyn®. | form8-k.htm |
| 2017-10-03 | 8-K | 2017-09-27 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference. 2.03 The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. 3.02 Cardax, Inc. (the “Company”) completed the closing of the sale of its securities under separate subscription agreements (each, a “Subscription Agreement”), by and between the Company and investors (each a “Purchaser” and collectively, the “Purchasers”) pursuant to which the Company issued and sold to the Purchasers units (each a “Unit” and collectively the “Units”) consisting of shares of the Company’s common stock (“Common Stock”) and warrants to purchase shares of Common Stock. 5.02 On October 1, 2017, the Company modified the quarterly compensation of the independent directors of the Company, which is payable in arrears in amount of $18,750 per independent director. | form8-k.htm |
| 2017-09-07 | 8-K | 2017-08-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On August 31, 2017, the Board of Directors of Cardax, Inc. (the “Company”) promoted David M. Watumull to Chief Operating Officer of the Company, and, in such capacity, he will continue to serve as Assistant Treasurer and Assistant Secretary of the Company. 7.01 The Company announced today certain compensation changes. | form8-k.htm |
| 2017-08-28 | 8-K | 2017-08-22 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference. 2.03 The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. 3.02 Cardax, Inc. (the “Company”) sold securities under separate subscription agreements (each, a “Subscription Agreement”), by and between the Company and investors (each a “Purchaser” and collectively, the “Purchasers”) pursuant to which the Company issued and sold to the Purchasers units (each a “Unit” and collectively the “Units”) consisting of shares of the Company’s common stock (“Common Stock”) and warrants to purchase shares of Common Stock. 7.01 Cardax, Inc. (the “Company”) announced today the receipt of investments. | form8-k.htm |
| 2017-08-11 | 8-K | 2017-08-11 | 7.01 Regulation FD Disclosure | 7.01 Cardax, Inc. (the “Company”) announced today its results for the quarterly period ended June 30, 2017. | form8-k.htm |
| 2017-08-10 | 8-K | 2017-08-07 | 7.01 Regulation FD Disclosure | 7.01 Cardax, Inc. (the “Company”) announced today that it received a purchase order from General Nutrition Corporation (“GNC”) to stock and sell ZanthoSyn™, the Company’s first commercial product, in all GNC corporate stores in the United States. | form8-k.htm |
| 2017-03-13 | 8-K | 2017-03-07 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference. 2.03 The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. 3.02 On March 7, 2017, the Company sold 567,644 shares of Common Stock at a price of $0.1057 per share pursuant to the equity purchase agreement (the “Equity Purchase Agreement”) with Southridge Partners II LP (“Southridge”), which was previously reported by the Company in the Registration Statement on Form S-1 (333-214049) filed on February 8, 2017. | form8-k.htm |
| 2017-01-25 | 8-K | 2017-01-25 | 7.01 Regulation FD Disclosure | 7.01 Cardax, Inc. (the “Company”) announced today that ZanthoSyn™, the Company’s first commercial product, will be available in all GNC stores in Hawaii. | form8-k.htm |
| 2017-01-10 | 8-K | 2017-01-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 4, 2017, the Board of Directors of Cardax, Inc. (the “Company”) elected Michele Galen to serve as a director of the Company until the Company’s next annual meeting of stockholders. | form8-k.htm |
| 2016-12-08 | 8-K | 2016-12-02 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On December 2, 2016, the stockholders (the “Stockholders”) holding a majority of the outstanding shares of Cardax, Inc., a Delaware corporation (the “Company”) as of such date, executed a written consent in lieu of an annual meeting (the “Written Consent”). | form8-k.htm |
| 2016-09-12 | 8-K | 2016-09-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 6, 2016, the Board of Directors of Cardax, Inc. (the “Company”) materially modified the material compensatory plans, contracts or arrangements (whether or not written) to which covered officers and directors of the Company are a party as described below. | form8-k.htm |
| 2016-08-24 | 8-K | 2016-08-24 | 7.01 Regulation FD Disclosure | 7.01 Cardax, Inc. (the “Company”) announced today that it has launched its first commercial product, ZanthoSyn™. | form8k.htm |
| 2016-08-15 | 8-K | 2016-08-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Cardax, Inc. (the “Company”) has accepted the request for a leave of absence by Nicholas Mitsakos as the Chairman of the Company. | form8-k.htm |
| 2016-08-01 | 8-K | 2016-07-26 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference. 2.03 The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. 3.02 Cardax, Inc. (the “Company”) sold additional securities under separate subscription agreements (each, a “Subscription Agreement”), by and between the Company and investors (each a “Purchaser” and collectively, the “Purchasers”) pursuant to which the Company issued and sold to the Purchasers units (each a “Unit” and collectively the “Units”) consisting of shares of the Company’s common stock (the “Common Stock”) and warrants to purchase shares of Common Stock. | form8-k.htm |
| 2016-07-18 | 8-K | 2016-07-13 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On July 13, 2016, Cardax, Inc. (the “Company”) entered into an equity purchase agreement (the “EPA”) with Southridge Partners II LP, a Delaware limited partnership (“Southridge”) and a related registration rights agreement (“Registration Rights Agreement”). 3.02 The information set forth in Item 1.01 of this Form 8-K is incorporated into this Item 3.02 by reference. | form8-k.htm |
| 2016-06-03 | 8-K | 2016-05-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The compensation arrangement of the Vice President, Operations of the Company was amended so that, effective May 30, 2016, he will receive bi-weekly compensation equal to $3,269. | form8-k.htm |
| 2016-06-01 | 8-K | 2016-05-25 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference. 2.03 The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. 3.02 Cardax, Inc. (the “Company”) sold additional securities under separate subscription agreements (each, a “Subscription Agreement”), by and between the Company and investors (each a “Purchaser” and collectively, the “Purchasers”) pursuant to which the Company issued and sold to the Purchasers units (each a “Unit” and collectively the “Units”) consisting of shares of the Company’s common stock (the “Common Stock”) and warrants to purchase shares of Common Stock. | form8-k.htm |
| 2016-01-12 | 8-K | 2016-01-08 | 8.01 Other Events | 8.01 On January 8, 2016, Cardax, Inc. (the “Company”) decided to suspend development of ASTX-1F, one of its proprietary astaxanthin consumer health product candidates. | form8-k.htm |
| 2015-12-31 | 8-K | 2015-12-30 | 1.01 Entry into a Material Definitive Agreement | 1.01 Effective December 30, 2015, the Company completed its previously-announced merger (the “Merger”) with Cardax Pharmaceuticals, Inc., a Delaware corporation (“Holding”), pursuant to the Amended and Restated Agreement and Plan of Merger dated as of November 24, 2015 (the “Merger Agreement”). | form8-k.htm |
| 2015-11-24 | 8-K | 2015-11-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 On November 24, 2015, Cardax, Inc., a Delaware corporation (the “Company”), amended the previously announced merger agreement dated as of August 28, 2014 (the “Merger Agreement”) by and among the Company and Cardax Pharmaceuticals, Inc., a Delaware corporation (“Holdings”), pursuant to which Holdings shall merge with and into the Company (the “Merger”), with the Company surviving the Merger. | form8-k.htm |
| 2015-11-17 | 8-K | 2015-11-17 | 7.01 Regulation FD Disclosure | 7.01 Cardax, Inc. (the “Company”) announced today that it has received official notification from the U.S. Patent Office that the Company 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 inflammation. | form8-k.htm |
| 2015-10-05 | 8-K | 2015-10-05 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference. 2.03 The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. 3.02 Cardax, Inc. (the “Company”) sold additional securities under separate subscription agreements, registration rights agreements and warrant purchase agreements (each, a “Purchase Agreement”), by and between the Company and investors (each a “Purchaser” and collectively, the “Purchasers”) pursuant to which the Company issued and sold to the Purchasers shares of the Company’s common stock (the “Common Stock”) and Class D Warrants and E Warrants (each, a “Warrant” and, collectively, the “Warrants”) to purchase shares of Common Stock. | form8-k.htm |
| 2015-07-29 | 8-K | 2015-07-29 | 8.01 Other Events | 8.01 On July 29, 2015, Cardax, Inc. (the “Company”) announced that its consumer health product candidates demonstrated superior oral bioavailability versus microalgal astaxanthin in a monkey study. | form8-k.htm |
| 2015-07-07 | 8-K | 2015-07-07 | 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 3.02 On June 30, 2015, Cardax, Inc. (the “Company”) issued and sold shares of its common stock, par value $0.001 per share (“Common Stock”), and granted options under its 2014 Equity Compensation Plan, as amended (the “Equity Compensation Plan”) to certain directors, officers, employees and service providers as payment of accrued and unpaid amounts owed to such persons. 5.02 The compensation arrangement of the Executive Chairman of the Company was amended so that, effective April 1, 2015, he will receive an aggregate annual compensation equal to $150,000, payable quarterly, in arrears, in the form of a grant of shares of the Company’s Common Stock or non-qualified stock options to purchase shares of Common Stock that will be granted under the Equity Compensation Plan. 8.01 ● Amounts that accrued or would be payable during the first quarter of 2015 in an aggregate amount equal to approximately $141,077 was paid by the grant of options under the Equity Compensation Plan, for an aggregate of 671,792 shares of Common Stock at an initial exercise price of $0.32 per share; and ● Amounts that accrued or would be payable during the second quarter of 2015 in an aggregate amount equal to approximately $132,446 was paid by the grant of options under the Equity Compensation Plan, as amended, for an aggregate of 1,018,815 shares of Common Stock at an initial exercise price of $0.20 per share. | form8-k.htm |
| 2015-06-30 | 8-K | 2015-06-30 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference. 2.03 The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. 3.02 Cardax, Inc. (the “Company”), in continuation of the offering reported in the Current Report on Form 8-K on March 9, 2015, sold additional securities under separate subscription agreements, registration rights agreements and warrant purchase agreements (each, a “Purchase Agreement”), by and between the Company and investors (each a “Purchaser” and collectively, the “Purchasers”) pursuant to which the Company issued and sold to the Purchasers shares of the Company’s common stock (the “Common Stock”) and Class D Warrants and E Warrants (each, a “Warrant” and, collectively, the “Warrants”) to purchase shares of Common Stock. 8.01 On June 30, 2015, the Company announced that it had closed an additional $500,000 in equity financing. | form8k.htm |
| 2015-04-16 | 8-K | 2015-04-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On April 16, 2015, the majority stockholder (the “Majority Stockholder”) of Cardax, Inc., a Delaware corporation (the “Company”), executed a written consent of stockholders in lieu of an annual meeting (the “Written Consent”). | form8-k.htm |
| 2015-03-09 | 8-K | 2015-03-03 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference. 2.03 The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. 3.02 Cardax, Inc. (the “Company”) entered into separate subscription agreements, registration rights agreements and warrant purchase agreements (each, a ” Purchase Agreement”), by and between the Company and an investor (each a “Purchaser” and collectively, the “Purchasers”) pursuant to which the Company issued and sold to the Purchasers shares of common stock (each a “Share” and collectively, the “Shares”) and Class E Warrants and D Warrants (each, a “Warrant” and, collectively, the “Warrants”) to purchase shares of the Company’s common stock (the “Common Stock”). | form8-k.htm |
| 2015-01-22 | 8-K | 2015-01-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Modification of a material plan, contract or arrangement (whether or not written) to which a covered officer is a party. | form8k.htm |
| 2014-12-03 | 8-K/A | 2014-08-19 | 8.01 Other Events | 8.01 This Current Report on Form 8-K/A is filed as an amendment to the Current Report on Form 8-K filed by Cardax, Inc. (the “Company”) on August 19, 2014 (the “Original 8-K”). | form8ka.htm |
| 2014-08-28 | 8-K | 2014-08-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 On August 28, 2014, Cardax, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger dated as of such date (the “Merger Agreement”) by and among the Company and Cardax Pharmaceuticals, Inc., a Delaware corporation (“Holdings”), pursuant to which Holdings shall merge with and into the Company (the “Merger”), with the Company surviving the Merger. | form8k.htm |
| 2014-08-19 | 8-K | 2014-08-19 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On August 18, 2014, Cardax, Inc., a Delaware corporation (the “Company”) entered into a Collaboration Agreement (the “Agreement”) with Capsugel US, LLC (“Capsugel”, and collectively with the Company, the “Parties”) for the commercial development of astaxanthin products for the consumer health market. 7.01 On August 19, 2014, we issued the press release attached hereto as Exhibit 99.1 announcing that we entered into the Agreement described in Item 1.01 above. | form8k.htm |
| 2014-06-17 | 8-K | 2014-06-17 | 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 3.02 On June 16, 2014, Cardax, Inc. (the “Company”) issued shares of common stock, par value $0.001 per share (“Common Stock”), to each of George W. Bickerstaff, III, Tamar D. Howson, and Terence A. Kelly, Ph.D. (collectively, “New Directors”) and to Frank C. Herringer (collectively, with the New Directors, the “Independent Directors”) as compensation for each Independent Director to serve on the Board of Directors (the “Board”) of the Company. 5.02 On June 16, 2014, the Board of Directors of the Company increased the size of the Board by three, to six directors, and elected each of the New Directors to serve as directors of the Company until the Company’s next annual meeting of stockholders. | form8k.htm |
| 2014-06-02 | 8-K | 2014-06-02 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 29, 2014, the majority stockholder (the “Majority Stockholder”) of Cardax, Inc., a Delaware corporation (the “Company”) executed a written consent of stockholders in lieu of an annual meeting (the “Written Consent”). | form8k.htm |
| 2014-04-16 | 8-K/A | 2014-04-16 | 9.01 Financial Statements and Exhibits | 9.01 ***Confidential treatment has been requested for this exhibit, and confidential portions have been filed separately with the SEC. | form8k.htm |
| 2014-02-12 | 8-K | 2014-02-11 | 7.01 Regulation FD Disclosure | 7.01 On February 11, 2014, Cardax, Inc., a Delaware corporation (the “Company”), posted on its website the presentation attached hereto as Exhibit 99.1. | v368075_8k.htm |
| 2014-02-10 | 8-K | 2014-02-07 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 On February 7, 2014, the closing date (the “Closing Date”) of the Merger described in Item 2.01 below, we accepted the terms of, and entered into that certain Subscription Agreement dated as of February 7, 2014, by and between Pharma and the purchasers of securities named therein (the “Subscription Agreement”). 2.01 On January 10, 2014, pursuant to that certain Stock Purchase Agreement dated January 10, 2014 (the “Purchase Agreement”), by and among Cardax, Pharma and Holdings, we acquired 66.67 shares of common stock of Pharma, which represented 40% of the issued and outstanding shares of common stock of Pharma after giving effect to the issuance of such shares, in exchange for an aggregate of 30,000,000 shares of our Common Stock (after giving effect to the Stock Dividend) that we issued to Pharma. 3.02 The information contained in Item 2.01 above is incorporated herein by reference in response to this Item 3.02. 3.03 Reference is made to the disclosure set forth under Item 5.03 of this report, which disclosure is incorporated herein by reference. 4.01 Reference is made to the disclosure set forth under the heading “Changes in and Disagreements with Accountants on Accounting and Financial Disclosure” under Item 2.01 of this report, which disclosure is incorporated herein by reference. 5.01 Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference. 5.02 Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference. 5.03 On January 3 and 10, 2014, the Board of Directors and majority stockholder of Cardax approved the following corporate actions, each contingent and effective upon the Closing of the Merger: (a) amending and restating our certificate of incorporation to increase the number of authorized shares of our Common Stock from 100,000,000 to 400,000,000 (the “Authorized Share Increase”); (b) changing our name from Koffee Korner Inc. to Cardax, Inc.; (c) changing our fiscal year end from March 31 to December 31 (the “Change of Fiscal Year”) and (d) changing the par value of our Common Stock and the par value of our preferred stock from $0.0001 to $0.001 per share (the foregoing actions set forth in clauses (a) through (d) are referred to collectively as the “Corporate Actions”). | v367201_8k.htm |
| 2014-02-07 | 8-K | 2014-02-07 | 7.01 Regulation FD Disclosure | 7.01 On February 7, 2014, we issued the press release attached hereto as Exhibit 99.1 announcing that we closed the previously announced merger of our subsidiary, Cardax Acquisition, Inc., with and into Cardax Pharma, Inc., as contemplated by that certain Agreement and Plan of Merger dated as of November 27, 2013, as amended, by and among Koffee Korner Inc., a Delaware corporation now known as Cardax, Inc. (the “Company”), Cardax Acquisition, Inc., a Delaware corporation, Cardax Pharma, Inc., a Delaware corporation, and Cardax Pharmaceuticals, Inc., a Delaware corporation. | v367625_8k.htm |
| 2014-01-14 | 8-K | 2014-01-08 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 On January 10, 2014, we entered into that certain First Amendment to the Agreement and Plan of Merger dated as of November 27, 2013 (the “Merger Agreement”), by and among Koffee Korner Inc. (the “Company”), Cardax Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Cardax (“Cardax Sub”), Cardax Pharmaceuticals, Inc., a Delaware corporation (“Holdings”), and Cardax Pharma, Inc., a Delaware corporation (“Pharma”), pursuant to which Cardax Sub will merge with and into Pharma (the “Merger”), as previously disclosed in the Current Report on Form 8-K as filed by the Company on November 29, 2013. 3.02 The information contained in Item 1.01 above is incorporated herein by reference in response to this Item. 5.07 On January 10, 2014, the majority stockholder of the Company (the “Majority Stockholder”) (a) ratified the Merger and the Certificate of Merger to be filed with the State of Delaware, (b) consented to the Company amending and restating its certificate of incorporation and bylaws, in the forms filed herewith as Exhibits 3.1 and 3.2, respectively, subject to and effective upon the consummation of the Merger, (c) appointed Nicholas Mitsakos, Frank C. Herringer and David G. Watumull, as new directors of the Company, subject to and effective upon the consummation of the Merger, and (d) adopted the Company’s 2014 Equity Compensation Plan, in the form filed herewith as Exhibit 10.2, subject to and effective upon the consummation of the Merger, which provides awards of certain equity based incentives of up to the number of shares of our Common Stock that is equal to 25% of the number of shares of our Common Stock as of the effective date of the Merger determined on a fully diluted basis after giving effect to the Stock Dividend described below in Item 8.01. 8.01 On January 8, 2014, our Board of Directors declared a stock dividend of 3.4 shares of our Common Stock for each one share of Common Stock (the “Stock Dividend”) to stockholders of record on January 9, 2014. | v365213_8k.htm |
| 2013-12-16 | 8-K | 2013-12-16 | 7.01 Regulation FD Disclosure | 7.01 On December 16, 2013, we issued the press release attached hereto as Exhibit 99.1 announcing that we expect to issue and sell shares of our common stock to certain investors on the closing date of the proposed merger of our wholly-owned subsidiary, Cardax Acquisition, Inc., with and into Cardax Pharma, Inc., as contemplated by the merger agreement, which was filed as an exhibit to the Current Report on Form 8-K as filed by the Company on November 29, 2013. | v363099_8k.htm |
| 2013-11-29 | 8-K | 2013-11-27 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On November 27, 2013, Koffee Korner, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger dated as of such date (the “Merger Agreement”) by and among the Company, Cardax Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Koffee Korner Sub”), Cardax Pharmaceuticals, Inc., a Delaware corporation (“Holdings”), and Cardax Pharma, Inc., a Delaware corporation (“Pharma”), pursuant to which Koffee Korner Sub shall merge with and into Pharma (the “Merger”), with Pharma surviving the Merger as a wholly-owned subsidiary of the Company. 3.02 The information contained in Item 1.01 above is incorporated herein by reference in response to this Item 3.02. | v361604_8-k.htm |
| 2013-07-30 | 8-K | 2013-07-30 | 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.01 On July 1, 2013 (the “Closing Date”), Nazneen D’Silva, holder (the “Selling Stockholder”) of 10,000,000 shares of common stock of Koffee Korner, Inc. (the “Registrant”), representing approximately 87% of the issued and outstanding common stock of the Registrant (the “Shares”), entered into and performed a securities purchase agreement (the “SPA”) pursuant to which the Selling Stockholder sold 9,050,000 the Shares to AAK Ventures, LLC, a Delaware limited liability company (“AAK”). 5.02 In accordance with the SPA, effective at the Closing Date: (a) Nazneen D’Silva resigned as the Registrant’s Chairman, President and Chief Executive Officer, and agreed to resign as the director of the Registrant effective upon compliance by the Registrant with any applicable information distribution requirements; and (b) Austin Kibler was appointed to serve as the Registrant’s Chief Executive Officer and Director. | v351250_8-k.htm |