Post-effective Amendment to Registration Statement (pos Am)
February 09 2017 - 4:21PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on February 9, 2017
Registration
No. 333-214049
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CARDAX,
INC.
(
Exact
name of registrant as specified in its charter)
Delaware
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2834
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45-4484428
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(State
of
incorporation)
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(Primary
Standard Industrial
Classification
Code Number)
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|
(I.R.S.
Employer
Identification
Number)
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2800
Woodlawn Drive, Suite 129
Honolulu,
Hawaii 96822
(808)
457-1400
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
David
G. Watumull
President
and Chief Executive Officer
Cardax,
Inc.
2800
Woodlawn Drive, Suite 129
Honolulu,
Hawaii 96822
(808)
457-1400
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Richard
M. Morris, Esq.
Herrick,
Feinstein LLP
2
Park Avenue
New
York, New York 10016
(212)
592-1400
Approximate
date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting
company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [ ] (Do not check if a smaller reporting company)
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Smaller
reporting company [X]
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CALCULATION
OF REGISTRATION FEE
Title
of each class of securities to be registered
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Amount
to
be
Registered(1)
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Proposed
maximum
offering
price
per
share(2)
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Proposed
maximum
aggregate
offering
price(3)
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Amount
of
registration
fee
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Common
Stock, $0.001 par value per share, issuable pursuant to the Equity Purchase Agreement
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8,820,509
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$
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0.205
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$
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1,808,204.35
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$
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209.57
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(1)
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We
are registering an aggregate of 8,820,509 shares of our common stock, which is comprised of (i) 7,320,509 shares of our common
stock (the “
Put Shares
”) that we may put to Southridge Partners II LP (“
Southridge
”
or the “
Selling Stockholder
”) pursuant to a private equity purchase agreement (the “
Equity Purchase
Agreement
”) between the Selling Stockholder and the registrant entered into on July 13, 2016, and (ii) 1,500,000
shares of our common stock (the “
Initial Shares
”) that we issued to Southridge upon execution of the Equity
Purchase Agreement. In the event of stock splits, stock dividends, or similar transactions involving the common stock, the
number of common shares registered shall, unless otherwise expressly provided, automatically be deemed to cover the additional
securities to be offered or issued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “
Securities
Act
”). In the event that adjustment provisions of the Equity Purchase Agreement require the registrant to issue
more shares than are being registered in this registration statement, for reasons other than those stated in Rule 416 of the
Securities Act, the registrant will file a new registration statement to register those additional shares.
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(2)
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Estimated
solely for purposes of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
computed based upon the average of the closing bid and ask price price per share of the registrant’s common stock on
February 6, 2017 on the OTCQB.
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(3)
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This
amount represents the maximum aggregate value of the shares of our common stock covered by this prospectus.
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EXPLANATORY
NOTE
This
Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 of Cardax, Inc. (the “Company”), as originally
declared effective by the Securities and Exchange Commission (the “SEC”) on February 9, 2017, is being filed for the
sole purpose of filing Exhibit 5.1 as part of the Registration Statement. This Post-Effective Amendment No. 1 does not modify
any provision of Part I or Part II of the Registration Statement other than supplementing Item 16 of Part II as set forth below.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
16. Exhibits and Financial Statement Schedules.
(a)
Exhibits
Exhibit
No.
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Description
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5.1
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Opinion
of Herrick, Feinstein LLP
(*)
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23.2
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Consent
of Herrick, Feinstein LLP (contained in the Opinion of Herrick, Feinstein, LLP under Exhibit 5.1
(*)
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be filed on its
behalf by the undersigned, thereunto duly authorized in the City and County of Honolulu, State of Hawaii on February 9, 2017.
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CARDAX,
INC.
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By:
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/s/
David G. Watumull
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Name:
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David
G. Watumull
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Title:
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President
& Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons
in the capacities and on the dates indicated.
Principal
Executive Officer and Director:
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Title
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Date
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/s/
David G. Watumull
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President,
Chief Executive Officer, and Director
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February
9, 2017
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David
G. Watumull
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Principal
Financial Officer and Principal Accounting Officer:
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Title
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Date
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/s/
John B. Russell
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Chief
Financial Officer
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February
9, 2017
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John
B. Russell
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Additional
Directors:
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Title
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Date
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/s/
George W. Bickerstaff, III
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Chairman
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February
9, 2017
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George
W. Bickerstaff, III
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/s/
Terence A. Kelly
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Director
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February
9, 2017
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Terence
A. Kelly, Ph.D.
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/s/
Michele Galen
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Director
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February
9, 2017
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Michele
Galen
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