Current Report Filing (8-k)
March 13 2017 - 3:53PM
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):
March 7, 2017
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):
[ ] 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 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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.
ITEM 2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION
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.
ITEM 3.02
UNREGISTERED SALES OF EQUITY SECURITIES
Cardax,
Inc. (the “
Company
”) issued shares of its common stock (the “
Common Stock
”) in the following
transactions:
Equity
Purchase Agreement
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.
Southridge has the right to resell the shares of Common Stock.
The
foregoing summary of the Equity Purchase Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of such agreement, which was attached as an exhibit to the Company’s Current Report on Form 8-K dated July
13, 2016.
Unit
Offering
In
addition, from February 9, 2017 through February 17, 2017, the Company issued 1,025,000 units for an aggregate purchase price
of $82,000 under separate subscription agreements (each, a “
Subscription Agreement
”), by and between the Company
and investors (each a “
Purchaser
” and collectively, the “
Purchasers
”). Each such unit (each
a “
Unit
” and collectively the “
Units
”) consisted of shares of Common Stock and warrants
to purchase shares of Common Stock. No placement agent or broker dealer was used or participated in any offering or sale of the
Units.
The
foregoing summary of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of such agreement. A copy of the Subscription Agreement was attached as an exhibit to the Company’s Quarterly
Report on Form 10-Q filed May 13, 2016.
The
securities were issued in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended (the “
Securities Act
”) and the rules and regulations promulgated thereunder.
This
Current Report on Form 8-K does not constitute an offer to sell, or a solicitation to purchase, any securities of the Company.
The
Company may continue to offer securities and may use a placement agent or broker dealer in any such offering. Any future offering
of securities may be on the same terms described in this Report or on other terms.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No.
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Description
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10.1
(1)
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Form of Equity Purchase Agreement
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10.2
(2)
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Form of Subscription Agreement
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(1)
Filed as an exhibit to the Current Report on Form 8-K of the Company dated July 13, 2016.
(2)
Filed as an exhibit to the Quarterly Report on Form 10-Q of the Company filed May 13, 2016.
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:
March 13, 2017
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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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