Current Report Filing (8-k)
October 08 2019 - 4:30PM
Edgar (US Regulatory)
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
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333-181719
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45-4484428
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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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
(Former
name or former address, if changed since last report)
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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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ITEM
5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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. Pursuant to the Written Consent, the Stockholders:
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authorized
a reverse stock split (“Reverse Stock Split”) of the Common Stock within the range that is considered appropriate
and necessary for the Common Stock to have a targeted trading price per share that meets the listing requirements of The Nasdaq
Capital Market, at a minimum, and such other price determined appropriate by the Board of Directors of the Company (the “Board”);
and authorized the Board, in its sole discretion, to determine the final ratio of shares for such reverse stock split on the
effective date and to file a certificate of amendment to the Company’s amended and restated certificate of incorporation
in connection with the reverse stock split;
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elected
the following six directors: George W. Bickerstaff, III, Michele Galen, Makarand Jawadekar, Ph.D., Terence A. Kelly, Ph.D.,
Elona Kogan, and David G. Watumull, as all of the members of the Board;
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ratified
the appointment of KBL, LLP as the Company’s independent public accountant for the fiscal year ending December 31, 2019;
and
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approved,
on an advisory basis, the compensation paid to the Company’s named executive officers.
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The
Reverse Stock Split has been authorized and will be effective on such date that the Board takes further action and the appropriate
amendment to the Company’s certificate of incorporation is duly filed in accordance with the General Corporation Law of
the State of Delaware.
Such
matters were authorized by the holders of 73,684,557 votes or 54% of the outstanding voting power.
The
Written Consent was adopted in accordance with the terms of the applicable law and the charter documents of the Company.
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:
October 8, 2019
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CARDAX,
INC.
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By:
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/s/
David G. Watumull
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David
G. Watumull
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Chief
Executive Officer and President
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Cardax (CE) (USOTC:CDXI)
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