AND EXCHANGE COMMISSION
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
EXCHANGE ACT OF 1934
of Subject Company (Issuer) and Filing Person (Offeror))
par value per share
of Class of Securities)
Number of Class of Common Stock)
Woodlawn Drive, Suite 129
Address, and Telephone Number of Person Authorized to Receive Notices and
on Behalf of Filing Person)
M. Morris, Esq.
2 Park Avenue
York, New York 10016
OF FILING FEE:
Amount of Filing Fee:
for purposes of calculating the amount of the filing fee only. The transaction is an offer by the Cardax, Inc. (the “
to holders of its $0.625 warrants (“
”) to exchange up to 27,705,782 of such Original Warrants,
plus a fee of $0.15 per Original Warrant (“
”) for an equal number of shares of common stock
of the Company (“
”). The transaction valuation is calculated pursuant to Rule 0-11 of the
Securities Exchange Act of 1934, as amended. The transaction valuation assumes that 27,705,782 outstanding Original Warrants
are tendered in the Exchange Offer, and was determined using $0.31 per Original Warrant, which represents the average of the
bid and ask price of the Company’s common stock on May 1, 2018 on the OTCQB.
solely for purposes of computing the amount of the registration fee pursuant to Rule 457(c) and (g) under the Securities Act
of 1933, computed based upon the average of the bid and ask price per share of the Company’s common stock on May 1,
2018 on the OTCQB.
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
Previously Paid: $1,069.30
or Registration Number: Registration Statement on Form S-4 (File No. 333-224619)
Party: Cardax, Inc.
Filed: May 2, 2018
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
the appropriate boxes below to designate any transactions to which the statement relates:
third-party tender offer subject to Rule 14d-1.
issuer tender offer subject to Rule 13e-4.
going-private transaction subject to Rule 13e-3.
amendment to Schedule 13D under Rule 13d-2.
the following box if the filing is a final amendment reporting the results of the tender offer: [X]
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
AMENDMENT TO TENDER OFFER STATEMENT
Amendment No. 4 (“
Amendment No. 4
”) amends and supplements the Tender Offer Statement on Schedule TO originally
filed by Cardax, Inc., a Delaware corporation (the “
”) on June 15, 2018 and amended on June 20, 2018,
June 21, 2018 and July 24, 2018 (as amended, the “
”), in connection with the Company’s offer
to exchange each issued and outstanding warrant that provided the holder the right to purchase a share of common stock of the
Company, par value $0.001 per share (“
”) at $0.625 per share (each, an “
and payment by the holder of $0.15 in cash (the “
”), for one share of Common Stock, which constitutes
No. 4 serves as a final amendment to the Schedule TO reporting the final results of the Exchange Offer. Except as amended hereby
to the extent specifically provided herein, all terms of the Exchange Offer and all other disclosures set forth in the Schedule
TO and the exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment No. 4 by reference.
Exchange Offer terminated at 5:00 p.m., New York City time, on July 27, 2018 (the “
in accordance with its terms. As of the Expiration Date, Original Warrants representing a total of 9,600,286 shares of Common
Stock were validly tendered pursuant to the Exchange Offer and not withdrawn, along with the total aggregate Exchange Payment
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 to Schedule
TO is true, complete and correct.
David G. Watumull
& Chief Executive Officer
July 30, 2018