ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 11, 2021, Cardax, Inc., a Delaware corporation (the "Company"), entered into a Series A Preferred Stock Purchase Agreement with US Capital Global Cardax Preferred, LLC, a Delaware limited liability company (the "Purchaser"), related to a private placement (the "Offering") of the Company's Series A Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock").

The Offering is for an aggregate amount of up to $10,000,000, or such other amount as may be determined by the Company and the Purchaser, with a purchase price of $25.00 per share of Series A Preferred Stock. The Offering may have more than closing and had an initial closing of $50,000.00 for 2,000 shares of Series A Preferred Stock on January 11, 2021.

The Purchaser is a pooled investment vehicle formed for the purpose of investing in the Series A Preferred Stock and in which units of limited liability company interests of the Purchaser are offered only to accredited investors in a private placement being made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, pursuant to Rule 506(c) of Regulation D promulgated thereunder, with US Capital Global Securities, LLC ("USCGS"), a registered broker-dealer engaged by the Company, serving as placement agent. The Purchaser is managed by US Capital Global Investment Management, LLC, an affiliate of USCGS.

The Purchase Agreement includes customary representations, warranties, and other terms and conditions.

The foregoing description of the Purchase Agreement is a summary only, is not intended to be complete, and is qualified in its entirety by reference to the full text of the form of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

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.

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

On January 7, 2021, the Company filed a Certificate of Designation of Series A Preferred Stock (the "Certificate of Designation") with the Secretary of State of the State of Delaware, in accordance with the Company's Amended and Restated Certificate of Incorporation, to establish and fix the number of shares to be included in a new series of preferred stock of the Company and the designation, rights, preferences, and limitations of the shares of such new series as summarized below:





  ? The new series of preferred stock is designated as Series A Preferred Stock,
    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.

The Certificate of Designation was effective as of the date of filing.

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

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