FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PAULSON CAPITAL (DELAWARE) CORP.
  2. Issuer Name and Ticker or Trading Symbol
CARDAX, INC. [CDXI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1331 NW LOVEJOY STREET, SUITE 720
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2014
(Street)

PORTLAND, OR 97209
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/24/2014   P   500,000 A $ 0.2 1,300,000 I By Paulson Investment Company, Inc. (1)
Common Stock               3,872,434 I By Paulson Cardax Investments 1, LLC (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) $ 0.625 02/07/2014   J(3)   1,068,477   02/07/2014 02/07/2019 Common Stock 1,068,477 $ 0 1,068,477 I By Paulson Investment Company, Inc. (1)
Warrants (right to buy) $ 0.625             02/07/2014 02/07/2019 Common Stock 3,872,434   3,872,434 I By Paulson Cardax Investments 1, LLC (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PAULSON CAPITAL (DELAWARE) CORP.
1331 NW LOVEJOY STREET, SUITE 720
PORTLAND, OR 97209
    X    
PAULSON INVESTMENT COMPANY, INC.
1331 NW LOVEJOY STREET, SUITE 720
PORTLAND, OR 97209
    X    
Paulson Cardax Investments 1 LLC
1331 NW LOVEJOY STREET, SUITE 720
PORTLAND, OR 97209
    X    

Signatures

 /s/ Paulson Capital (Delaware) Corp.   05/09/2014
**Signature of Reporting Person Date

 /s/ Paulson Investment Company, Inc.   05/09/2014
**Signature of Reporting Person Date

 /s/ Paulson Cardax Investments 1, LLC   05/09/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Paulson Investment Company, Inc. is a majority owned subsidiary of Paulson Capital (Delaware) Corp. Chester L.F. and Jacqueline M. Paulson (together the "Paulsons") are the managing partners of the Paulson Family LLC, which may be deemed to control Paulson Capital (Delaware) Corp. The Paulsons and Paulson Capital (Delaware) Corp. may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares and warrants owned directly by Paulson Investment Company, Inc. The Paulsons and Paulson Capital (Delaware) Corp. disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(2) Paulson Investment Company, Inc. is the managing member of Paulson Cardax Investments 1, LLC and holds voting and investment control over the shares and warrants held by Paulson Cardax Investments 1, LLC. Paulson Investment Company, Inc. is a majority owned subsidiary of Paulson Capital (Delaware) Corp. The Paulsons are the managing partners of the Paulson Family LLC, which may be deemed to control Paulson Capital (Delaware) Corp. The Paulsons, Paulson Capital (Delaware) Corp. and Paulson Investment Company, Inc. may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares and warrants owned directly by Paulson Cardax Investments 1, LLC. The Paulsons and Paulson Capital (Delaware) Corp. disclaim beneficial ownership of such shares and warrants except to the extent of their pecuniary interest therein.
(3) Warrants acquired in connection with Paulson Investment Company, Inc.'s services as a sub-placement agent for a private placement of the issuer's securities.

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