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~~June 727, 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 incorporation)	File Number)	Identification No.)

2800 Woodlawn Drive, Suite 129, Honolulu, Hawaii 96822

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (808) 457-1400

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

ITEM 1 4.01 ~~ENTRY~~CHANGES ~~INTO~~IN AREGISTRANT’S ~~MATERIAL~~CERTIFYING ~~DEFINITIVE AGREEMENT~~ACCOUNTANT

On ~~January~~ 11June 27, 2021, Cardax, Inc., ~~a Delaware corporation~~ (the “Company”)~~, entered into a Series A Preferred Stock~~ ~~Purchase~~was ~~Agreement~~notified ~~with~~by ~~US Capital Global Cardax Preferred~~KBL, ~~LLC,~~LLP ~~a Delaware limited liability company~~ (~~the~~ “~~Purchaser~~KBL”)~~, related~~ tothat ait ~~private~~would ~~placement~~resign ~~(the~~as ~~“Offering”) of~~ the Company’s ~~Series~~independent Aregistered ~~Preferred~~public ~~Stock,~~accounting ~~par value~~firm ~~$0.001~~effective ~~per~~June ~~share~~30, ~~(the~~2021, ~~“Series~~for Afactors ~~Preferred~~unrelated ~~Stock”)~~to the Company.

~~The Offering~~KBL’s isreports ~~for~~on anthe ~~aggregate~~Company’s ~~amount~~consolidated offinancial statements upfor tothe ~~$10,000,000,~~fiscal oryears ~~such~~ended ~~other~~December ~~amount~~31, as2020 ~~may~~and be2019, ~~determined~~did bynot ~~the~~contain ~~Company~~any ~~and~~adverse ~~the~~opinion ~~Purchaser, with~~or adisclaimer ~~purchase price~~ of ~~$25.00~~opinion, ~~per~~and ~~share~~were not ofqualified ~~Series~~or Amodified ~~Preferred~~as ~~Stock.~~to ~~The~~uncertainty, ~~Offering~~audit ~~may~~scope, ~~have~~or ~~more~~accounting ~~than~~principles, ~~closing~~except ~~and~~that ~~had~~such anaudit ~~initial closing~~reports ofeach ~~$50,000.00~~contained ~~for~~an ~~2,000~~explanatory paragraph ~~shares~~about ofthe ~~Series~~Company’s Aability ~~Preferred~~to ~~Stock~~continue onas ~~January~~a ~~11,~~going ~~2021~~concern.

~~The Purchaser~~During ~~is a pooled investment vehicle formed for~~ the ~~purpose~~fiscal ofyears ~~investing~~ended inDecember ~~the~~31, ~~Series~~2020 Aand 2019, ~~Preferred Stock~~ and inthe ~~which~~subsequent ~~units of~~interim ~~limited~~period ~~liability~~through ~~company~~June ~~interests~~30, of2021, ~~the~~(i) ~~Purchaser~~there ~~are~~were ~~offered~~no ~~only~~disagreements towith ~~accredited~~KBL ~~investors~~on inany amatter ~~private~~of ~~placement~~accounting ~~being~~principles ~~made~~or inpractices, ~~reliance~~financial ~~upon~~statement ~~the~~disclosure, ~~exemption~~or ~~from~~auditing ~~securities~~scope ~~registration~~or ~~afforded~~procedure, bywhich ~~Section~~if ~~4(a)(2)~~not ofresolved to the ~~Securities~~satisfaction ~~Act~~ of ~~1933,~~KBL aswould have ~~amended,~~caused ~~pursuant~~it to ~~Rule~~make ~~506(c)~~reference ofto ~~Regulation~~the Dmatter ~~promulgated~~in ~~thereunder,~~connection with USits ~~Capital~~reports ~~Global~~on ~~Securities, LLC (“USCGS”), a registered broker-dealer engaged by~~ the Company,’s ~~serving~~consolidated asfinancial ~~placement~~statements ~~agent.~~for ~~The~~such ~~Purchaser~~years, and is(ii) ~~managed~~there bywere USno ~~Capital~~“reportable ~~Global~~events” ~~Investment Management,~~as ~~LLC,~~defined anin ~~affiliate~~Item 304(a)(1)(v) of ~~USCGS~~Regulation S-K.

The Company provided KBL with a copy of the foregoing ~~Purchase~~disclosures ~~Agreement~~prior ~~includes~~to ~~customary~~the ~~representations~~filing of this Current Report on Form 8-K and requested that KBL furnish a letter addressed to the Securities and Exchange Commission, ~~warranties~~as required by Item 304(a)(3) of Regulation S-K, ~~and~~stating ~~other~~whether ~~terms~~it agrees with the above statements. A copy of KBL’s letter, dated July 1, 2021, is filed herewith as Exhibit 16.1 and ~~conditions~~incorporated herein by reference.

The ~~foregoing~~ ~~description~~action ofby ~~the~~KBL ~~Purchase~~was ~~Agreement is a summary only, is~~ not ~~intended~~subject to berecommendation ~~complete,~~or ~~and~~approval isby ~~qualified in its entirety~~the byAudit ~~reference~~Committee toof the ~~full~~Board ~~text~~ of ~~the~~Directors ~~form~~ of the ~~Purchase~~Company. ~~Agreement,~~The ~~which~~Audit Committee is ~~filed~~evaluating asthe ~~Exhibit~~Company’s ~~10.1~~options with respect to ~~this~~engaging ~~Current~~a ~~Report~~successor ~~on Form~~independent ~~8-K~~registered public accounting firm.

ITEM 39.0201 ~~UNREGISTERED~~FINANCIAL ~~SALES~~STATEMENTS OFAND ~~EQUITY SECURITIES~~EXHIBITS

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.

Exhibit No.		Description
16.1		Letter from KBL, LLP to the Securities and Exchange Commission dated July 1, 2021

~~ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR~~SIGNATURE

OnPursuant ~~January~~to ~~7, 2021,~~ the ~~Company~~requirements ~~filed a Certificate~~ of ~~Designation of Series A Preferred Stock (~~the ~~“Certificate~~Securities ofExchange ~~Designation”) with~~Act ~~the Secretary~~ of ~~State of the State of Delaware~~1934, ~~in accordance with~~ the Company’s ~~Amended~~has ~~and~~duly ~~Restated~~caused ~~Certificate of~~this ~~Incorporation,~~report to ~~establish and fix the number of shares to~~ be ~~included~~signed inon aits ~~new series of preferred stock of the Company and~~behalf ~~the~~by ~~designation, rights, preferences, and limitations of~~ the ~~shares~~undersigned ofhereunto ~~such~~duly ~~new series as summarized below:~~authorized.

●Dated: July ~~The new series of preferred stock is designated as Series A Preferred Stock~~1, 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.2021

~~The Certificate~~CARDAX, ofINC. ~~Designation~~By: ~~was~~/s/ ~~effective~~David asG. ofWatumull ~~the~~David ~~date~~G. ofWatumull ~~filing.~~Chief Executive Officer and President

The foregoing description of the Certificate of Designation is a summary only, is not intended to be complete, and is qualified in its entirety by reference to the full text of the Certificate of Designation, which is filed as Exhibit 5.1 to this Current Report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.		Description
5.1		Certificate of Designation of Series A Preferred Stock of Cardax, Inc.
10.1		Form of Series A Preferred Stock Purchase Agreement by and among Cardax, Inc. and US Capital Global Cardax Preferred, LLC

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 13, 2021

CARDAX, INC. By: /s/ David G. Watumull David G. Watumull Chief Executive Officer and President

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