UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE

SECURITIES EXCHANGE ACT OF 1934

CARDAX, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

COMMON STOCK

$0.001 par value per share

(Title of Class of Securities)

14141D102

(CUSIP Number of Class of Common Stock)

David G. Watumull

Cardax, Inc.

2800 Woodlawn Drive, Suite 129

Honolulu, Hawaii 96822

(808) 457-1400

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of Filing Person)

Copies to:

Richard M. Morris, Esq.

Herrick, Feinstein LLP
2 Park Avenue

New York, New York 10016

(212) 592-1400

CALCULATION OF FILING FEE:

[X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $1,074.48

Form or Registration Number: Registration Statement on Form S-4 (File No. 333-224619)

Filing Party: Cardax, Inc.

Date Filed: May 2, 2018

[  ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

[  ] third-party tender offer subject to Rule 14d-1.

[X] issuer tender offer subject to Rule 13e-4.

[  ] going-private transaction subject to Rule 13e-3.

[  ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: [  ]

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

[  ] Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

[  ] Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

INTRODUCTORY STATEMENT

This Tender Offer Statement on Schedule TO (this “Schedule TO”) is being filed by Cardax, Inc., a Delaware corporation (the “Company”), in connection with the Company’s offer to exchange each issued and outstanding warrant that provided the holder the right to purchase a share of common stock of the Company, par value $0.001 per share (“Common Stock”) at $0.625 per share (each, an “Original Warrant”) and payment by the holder of $0.15 in cash (the “Exchange Payment”), for one share of Common Stock, which constitutes the “Exchange Offer”.

The Exchange Offer is being made upon the terms and subject to the conditions set forth in the offer of warrant holders (“Offer Letter”), letter of transmittal (“Letter of Transmittal”), and prospectus (as it may be amended and/or supplemented from time to time, the “Prospectus”), which forms part of the Registration Statement on Form S-4, initially filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 2, 2018, as amended by Amendment No. 1, filed by the Company on June 14, 2018 (as it may be further amended and/or supplemented from time to time, the “Registration Statement”). The Offer Letter, Letter of Transmittal, and Registration Statements (including the Prospectus), are Exhibits (a)(1)(a), (a)(1)(b), and (a)(4)(a) hereto, respectively.

This Schedule TO is being filed in satisfaction of the reporting requirements of Rules 13-e4(b)(1) and (c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As further set forth below, information contained in the Offer Letter, Letter of Transmittal, and the Prospectus, is incorporated by reference in response to Items 1 through 13 of this Schedule TO, except to the extent that information is specifically provided herein.

Item 1. Summary Term Sheet.

The information set forth in the Summary Term Sheet is incorporated herein.

Item 2. Subject Company Information.

Item 3. Identity and Background of Filing Person.

Item 4. Terms of the Transaction.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

The information set forth in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations”—“Liquidity and Capital Resources”, “Description Of Securities”, “Certain Relationships and Related Party Transactions”, and “Executive Compensation” sections of the Prospectus is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

Item 7. Source and Amount of Funds or Other Consideration.

Item 8. Interest in Securities of the Subject Company.

Item 9. Person/Assets, Retained, Employed, Compensated or Used.

The information set forth in the section entitled “Solicitation Agents” of the Prospectus is incorporated herein by reference.

Item 10. Financial Statements.

Cardax, Inc., and Subsidiary

CONSOLIDATED PRO FORMA BALANCE SHEET

As of March 31, 2018

The accompanying notes are an integral part of these Pro Forma Condensed Consolidated Financial Statements

Cardax, Inc., and Subsidiary

CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS

For the three months ended March 31, 2018

The accompanying notes are an integral part of these Pro Forma Condensed Consolidated Financial Statements

Cardax, Inc., and Subsidiary

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

Cardax, Inc. and Subsidiary are referred to herein as the “Company”. The accompanying unaudited pro forma condensed consolidated balance sheet as at March 31, 2018 and unaudited pro forma condensed consolidated statements of operations for the three-months ended March 31, 2018 of the Company (the “Pro Forma Condensed Consolidated Financial Statements”) have been prepared by management on the basis of United States Generally Accepted Accounting Principles (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) from information derived from the financial statements of the Company. The unaudited Pro Forma Condensed Consolidated Financial Statements have been prepared for inclusion in the Company’s Schedule TO in connection with the Company’s offer to exchange each issued and outstanding warrant that provided the holder the right to purchase a share of common stock of the Company, par value $0.001 per share (“Common Stock”), at $0.625 per share (each, an “Original Warrant”), and payment by the holder of $0.15 in cash (the “Exchange Payment”), for one share of Common Stock (an “Exchange Share”), which constitutes the “Exchange Offer”.

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2018 has been prepared as if 100% of the Original Warrants outstanding as of March 31, 2018 were exchanged on December 31, 2017. The unaudited pro forma condensed consolidated statement of operations for the three-months ended March 31, 2018 has been prepared as if all of the Original Warrants outstanding as of March 31, 2018 had been exchanged on January 1, 2018.

The unaudited Pro Forma Condensed Consolidated Financial Statements have been derived from the unaudited condensed consolidated financial statements of the Company for the quarterly period ended March 31, 2018.

The unaudited pro forma adjustments are based on currently available information and certain assumptions that management believes are reasonable. The unaudited Pro Forma Condensed Consolidated Financial Statements should be read in conjunction with the historical financial statements and accompanying footnotes. The unaudited Pro Forma Condensed Consolidated Financial Statements are for informational purposes only and do not purport to reflect the financial position or results of operations that would have occurred if the Exchange Offer had been consummated on the dates indicated above, nor do they purport to represent or be indicative of the financial position or results of operations of the Company for any future dates or periods.

2. Significant Accounting Policies

The accounting policies used in the preparation of these unaudited Pro Forma Condensed Consolidated Financial Statements are those set forth in the Company’s audited financial statements for the year ended December 31, 2017 as described in the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2018 and the Company’s unaudited condensed consolidated financial statements for the quarterly period ended March 31, 2018 as described in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2018.

Cardax, Inc., and Subsidiary

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

3. Description of the Transaction

The Company is offering to exchange each issued and outstanding Original Warrant together with the Exchange Payment for an Exchange Share. The Company will accept for exchange any and all Original Warrants validly tendered at any time prior to 5:00 p.m., New York City time, during the period (the “Exchange Period”) beginning on the effective date of the registration statement filed in connection with the Exchange Offer, and continuing until the date (the “Expiration Date”) that is 25 business days after the effective date, unless extended by the Company. The Company will issue the Exchange Shares on a continuous basis pursuant to Rule 415 of the Securities Act of 1933 as amended (“Securities Act”) during the Exchange Period. The Company will accept for exchange any Original Warrant held by any person other than the original holder if such Original Warrant is transferred in accordance with the terms of the Original Warrant and applicable federal and state securities laws. Holders may elect to participate in the Exchange Offer with respect to some, all or none of their Original Warrants. If a holder chooses not to participate in the Exchange Offer, the holder’s Original Warrants will remain in full force and effect, as originally issued with an exercise price of $0.625 per share and will retain in all respects their original terms and provisions.

The purpose of the Exchange Offer is primarily to raise capital from holders of Original Warrants. The Company believes that by allowing holders of Original Warrants to exchange the Original Warrants for Exchange Shares, the Company can raise additional capital for general corporate purposes in an efficient and cost-effective manner.

(i) Warrants

A total of 27,705,782 Original Warrants were issued by the Company on February 7, 2014 upon the consummation of a reverse merger (the “Merger”) in connection with a private placement of shares of Common Stock and Original Warrants. The Original Warrants expire February 7, 2019 (five years from the date of issuance). As of the date of this report, none of the Original Warrants have been exercised at the original price of $0.625 per share. The unaudited pro forma consolidated balance sheet gives effect to the exchange of 27,705,782 Original Warrants outstanding as of March 31, 2018 together with the payment of $0.15 per share, for gross proceeds of $4,155,867 and 27,705,782 shares of Common Stock being issued as a result of such exchange.

(ii) Financial Advisor and Solicitation Agent

The Company has engaged M.M. Dillon & Co. Group LLC (“M.M. Dillon & Co.”) to serve as financial advisor and CIM Securities, LLC (“CIM Securities”), to serve as solicitation agent for this Exchange Offer. As compensation for their services, the Company has agreed to pay M.M. Dillon & Co. a cash fee of 3.5% of the gross proceeds from the Exchange Offer and a 5-year Common Stock purchase warrant with a fair market value equal to 3.5% of the gross proceeds from the Exchange Offer and CIM Securities a cash fee of 4.3% of the gross proceeds from the Exchange Offer and a 5-year Common Stock purchase warrant with a fair market value equal to 3.5% of the gross proceeds from the Exchange Offer. The fair market value of the Common Stock purchase warrants shall be based on a Black-Scholes valuation as of the day immediately prior to the filing date of the initial registration statement in connection with the Exchange Offer. M.M. Dillion & Co. and CIM Securities will also be reimbursed for reasonable out-of-pocket expenses incurred in connection with the Exchange Offer (including reasonable fees and disbursements of counsel).

The agreement between the Company and M.M. Dillon & Co. and CIM Securities provides that the Company will indemnify M.M. Dillon & Co. and CIM Securities against certain liabilities, including liabilities under the Securities Act.

Cardax, Inc., and Subsidiary

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

4. Pro Forma Assumptions and Adjustments

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2018 has been prepared as if 100% of the Original Warrants outstanding as of March 31, 2018 were exchanged on December 31, 2017. The unaudited pro forma condensed consolidated statement of operations for the three-months ended March 31, 2018 has been prepared as if all of the Original Warrants outstanding as of March 31, 2018 had been exchanged on January 1, 2018. The following adjustments are directly attributable to the transaction:

5. Pro Forma Common Stock

The pro forma Common Stock has been determined as follows:

6. Pro Forma Net Loss Per Share

The pro forma net loss per share has been determined as follows:

Item 11. Additional Information.

Item 12. Exhibits.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

Date: June 14, 2018

INDEX TO EXHIBITS

* Filed herein.