February 5, 2019
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Irene Paik
Re: Cardax, Inc. (the “Company”)
Registration Statement on Form S-1 (Filing No. 333-228826)
Ladies and Gentlemen:
In connection with the proposed offering of the above-captioned securities and in accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on February 7, 2019, at 5:00 P.M. Eastern Time or as soon thereafter as practicable.
In connection with this request, the Company acknowledges that the disclosures in the filing are its responsibility, and acknowledges the following:
(i) should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
(ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosures in the filing; and
(iii) the Company may not and will not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
|By:||/s/ David G. Watumull|
|David G. Watumull|
|Chief Executive Officer and President|