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): June 2, 2014 (May 29, 2014)
CARDAX, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 333-181719 | | 45-4484428 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| 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 5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 29, 2014, the majority stockholder (the “Majority Stockholder”) of Cardax, Inc., a Delaware corporation (the “Company”) executed a written consent of stockholders in lieu of an annual meeting (the “Written Consent”). Pursuant to the Written Consent, the Majority Stockholder (a) ratified the election of David G. Watumull, Nicholas Mitsakos, and Frank C. Herringer as members of the Board of Directors of the Company, (b) ratified the appointment of KBL, LLP as the Company’s independent public accountant for the fiscal year ended December 31, 2014, and (c) ratified all lawful acts of the Board of Directors of the Company performed by and on behalf of the Company since the last annual meeting of the stockholders. The Majority Stockholder holds approximately 52.9% of the voting power of the issued outstanding shares of the Company’s common stock.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 2, 2014
| | CARDAX, INC. |
| | | |
| | By: | /s/ David G. Watumull |
| | | David G. Watumull |
| | | Chief Executive Officer |
