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~~August 2711, 2021

CARDAX, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-181719	45-4484428
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

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 4 7.01 ~~CHANGES~~REGULATION INFD ~~REGISTRANT’S CERTIFYING ACCOUNTANT~~DISCLOSURE

On August ~~June 27~~11, 2021, Cardax, Inc. (the “Company”) ~~was~~ ~~notified~~issued bya ~~KBL,~~press ~~LLP~~release ~~(“KBL”)~~announcing ~~that~~the itfiling ~~would~~of ~~resign~~a asForm 15 with the ~~Company’s~~Securities and ~~independent~~Exchange ~~registered~~Commission ~~public~~to ~~accounting~~suspend ~~firm effective~~the ~~June~~Company’s ~~30,~~duty ~~2021,~~to ~~for~~file ~~factors~~reports ~~unrelated~~under toSection 15(d) of the ~~Company~~Exchange Act.

~~KBL’s~~In accordance ~~reports~~with onGeneral ~~the~~Instruction ~~Company’s~~B.2 ~~consolidated~~of ~~financial statements~~Form ~~for~~8-K, the ~~fiscal~~information ~~years~~set ~~ended~~forth ~~December~~herein ~~31,~~and ~~2020~~in ~~and~~Exhibit ~~2019,~~99.1 ~~did~~hereto is deemed to be “furnished” and shall not ~~contain~~be ~~any~~deemed ~~adverse~~to ~~opinion~~be or“filed” ~~disclaimer~~for purposes of ~~opinion,~~the ~~and~~Exchange ~~were~~Act. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not ~~qualified~~be ordeemed ~~modified~~an admission as to ~~uncertainty,~~the ~~audit~~materiality ~~scope,~~of orany ~~accounting~~information ~~principles,~~in ~~except~~this ~~that~~Current ~~such~~Report ~~audit~~on ~~reports~~Form ~~each~~8-K ~~contained an explanatory~~that ~~paragraph~~is ~~about~~required ~~the~~to ~~Company’s~~be ~~ability~~disclosed solely to ~~continue~~satisfy asthe arequirements ~~going~~of ~~concern~~Regulation FD.

~~During the fiscal years ended December 31, 2020 and~~Safe 2019, and the subsequent interim period through June 30, 2021, (i) there were no disagreements with KBL on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the satisfaction of KBL would have caused it to make reference to the matter in connection with its reports on the Company’s consolidated financial statements for such years, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.Harbor

~~The~~This release ~~Company~~may ~~provided~~contain ~~KBL~~certain ~~with~~forward-looking astatements ~~copy~~regarding ofour prospective performance and strategies within the ~~foregoing~~meaning of Section ~~disclosures~~27A ~~prior~~of tothe Securities Act of 1933, as amended, and Section 21E of the ~~filing~~Securities Exchange Act of ~~this~~1934, ~~Current~~as ~~Report~~amended. onWe ~~Form~~intend 8such forward-Klooking statements ~~and~~to ~~requested~~be ~~that~~covered ~~KBL~~by ~~furnish~~the asafe ~~letter~~harbor ~~addressed~~provisions tofor forward-looking statements contained in the Private Securities Litigation ~~and~~Reform ~~Exchange~~Act ~~Commission~~of 1995, asand ~~required~~are byincluding ~~Item~~this ~~304(a)(3)~~statement for purposes of ~~Regulation~~said Ssafe harbor provisions. Forward-Klooking statements, ~~stating~~which ~~whether~~are based iton ~~agrees~~certain ~~with~~assumptions ~~the~~and ~~above~~describe ~~statements.~~future Aplans, ~~copy~~strategies, and expectations of our company, are generally identified by use of ~~KBL’s~~words ~~letter~~“anticipate,” ~~dated~~“believe,” ~~July~~“estimate,” 1“expect,” ~~2021~~“intend,” is“plan,” “project,” ~~filed~~“seek,” ~~herewith~~“strive,” “try,” or future or conditional verbs such as ~~Exhibit~~“could,” “may,” 16“should,” “will,” “would,” or similar expressions.1 Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation, the risks discussed from time to time in our filings with the Securities and ~~incorporated~~Exchange ~~herein~~Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by ~~reference~~applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

~~The action by KBL was not subject to recommendation or approval by the~~ITEM ~~Audit Committee of the Board of Directors of the Company~~9.01 ~~The~~FINANCIAL ~~Audit~~STATEMENT ~~Committee~~AND ~~is evaluating the Company’s options with respect to engaging a successor independent registered public accounting firm.~~EXHIBITS

~~ITEM~~(d) 9Exhibits.~~01 FINANCIAL STATEMENTS AND EXHIBITS~~

Exhibit No.		Description
16.1		Letter from KBL, LLP to the Securities and Exchange Commission dated July 1, 2021
99.1		Press Release, dated August 11, 2021 (furnished herewith)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~July~~August 111, 2021

	CARDAX, INC.

	By:	/s/ David G. Watumull
		David G. Watumull
		Chief Executive Officer and President

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