10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to ____

Commission File No. 333-181719

CARDAX, INC.

(Exact name of registrant as specified in its charter)

Delaware	45-4484428
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

2800 Woodlawn Drive, Suite 129, Honolulu, Hawaii 96822

(Address of principal executive offices, zip code)

(808) 457-1400

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes [  ] No [X]

As of May 12, 2014, there were 62,854,671 shares of common stock, $0.001 par value per share (“Common Stock”), of the registrant outstanding.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 on Form 10-Q/A to Cardax, Inc.’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2014, filed with the Securities and Exchange Commission on May 15, 2014 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.

No other changes have been made to the Form 10-Q. This Amendment No. 1 speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

2

PART II. OTHER INFORMATION

Item 6. Exhibits.

Exhibit No.	Description
31.1*	Certification of the Chief Executive Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Chief Financial Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*

Filed with the Company’s Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2014, as filed by the Company on May 15, 2015.

**

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under those sections.

3

SIGNATURES

Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 16, 2014

CARDAX, INC.
By:	/s/ David G. Watumull
Name:	David G. Watumull
Title:	Chief Executive Officer and President

4

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Long-Term Notes Payable, Net - Schedule of Notes Payable Outstanding (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Total notes payable		$ 9,044,036
Current maturities of long-term, net of discount		9,039,444
Discount attributable to current maturities		4,592
Total current maturities		9,039,444
Long-term notes payable, less current maturities
2008 Unsecured Promissory Note [Member]
Total notes payable		55,000
2009 Non-Mandatorily Convertible, Unsecured Note [Member]
Total notes payable		500,000
2013 Bridge Loan [Member]
Total notes payable		8,489,036
2014 Bridge Loan [Member]
Total notes payable

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Concentration (Details Narrative) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Outstanding payables	$ 584,869	$ 682,319
Vandor [Member]
Outstanding payables	$ 86,255	$ 86,255

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Warrants - Schedule of Fair Value Assumptions Related To Warrants Outstanding (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Dividend yield	0.00%	0.00%
Minimum [Member]
Risk-free rate	1.47%	0.92%
Expected volatility	170.00%	116.00%
Expected term	5 years 6 months	2 years 6 months
Maximum [Member]
Risk-free rate	0.12%	5.15%
Expected volatility	116.00%	170.00%
Expected term	1 year 1 month 6 days	7 years 6 months
Warrant [Member]
Dividend yield	0.00%	0.00%
Warrant [Member] | Minimum [Member]
Risk-free rate	0.12%	0.62%
Expected volatility	112.00%	108.00%
Expected term	1 year	2 years 6 months
Warrant [Member] | Maximum [Member]
Risk-free rate	0.66%	4.59%
Expected volatility	159.00%	167.00%
Expected term	2 years 6 months	10 years

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Leases (Details Narrative) (USD $)	3 Months Ended		33 Months Ended	96 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Oct. 01, 2013	Mar. 31, 2014	Dec. 31, 2013
Lease payment amount			$ 614,934
Gain loss on debt extingshment waiver fee			786,945	786,945
Rent settlement payable	0			0	0
Future minimum lease payments under non-cancelable operating leases	21,442			21,442
Hawaii Research Center [Member]
Operating lease rent expense	15,610	20,892		2,086,411
Manoa Innovation Center [Member]
Operating lease rent expense	$ 6,965	$ 8,886		$ 106,164

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Warrants (Narrative Details) (USD $)	3 Months Ended		12 Months Ended	96 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Mar. 31, 2014
Dividend yield	0.00%		0.00%
Stock based compensation expense	$ 3,886,646	$ 3,615		$ 5,486,113
Warrant [Member]
Dividend yield	0.00%		0.00%
Stock based compensation expense	$ 5,217,979			$ 5,217,979

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Inventory - Schedule of Inventory Current (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Inventory Disclosure [Abstract]
Processed materials	$ 986,674	$ 986,674
Total inventories	$ 986,674	$ 986,674

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Long Term Notes Payable, Net (Tables)

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Schedule of Notes Payable Outstanding

The Company’s notes payable outstanding were as follows as of:

	March 31, 2014		December 31, 2013
2008 Unsecured promissory note. Originated on November 12, 2008. Principal of $100,000 with $45,000 to be repaid by June 30, 2009, with $10,000 in monthly payments thereafter until repaid in full. Required a one-time interest payment of $15,000. This note was paid in full on February 7, 2014.	$	-	$	55,000
2009 Non-mandatorily convertible, unsecured note. Originated on March 31, 2009, principal of $500,000 accrues interest at 8% per annum. Principal and interest were due in full on March 31, 2014 or convertible at the option of the note holder into Series B preferred stock at a rate of $0.45 per share. A warrant to purchase 222,222 shares of preferred Series B stock was issued in conjunction with this note. This note was paid in full on February 7, 2014.		-		500,000
2013 Bridge Loan. Principal from existing notes in the amount of $3,180,806 (comprised of $2,621,195 in principal outstanding as of December 31, 2012 and $559,611 in new principal issued from January through April 2013) along with accrued interest of $467,438 were converted into a 2013 Bridge Loan along with $4,840,792 of new principal. These notes accrued interest at 10% per annum with outstanding principal and interest due in 2014. These notes converted into common shares as part of the February 7, 2014 reverse acquisition transaction.		-		8,489,036
2014 Bridge Loan. Originated in January 2014. Principal of $2,076,000 issued in January 2014. These notes accrued interest at 10% per annum with outstanding principal and interest due in 2014. These notes converted into common shares as part of the February 7, 2014 reverse acquisition transaction.		-		-
Total notes payable		-		9,044,036
Current maturities of long-term, net of discount		-		9,039,444
Discount attributable to current maturities		-		4,592
Total current maturities		-		9,044,036
Long-term notes payable, less current maturities	$	-	$	-

Summary of Debt Discount

A summary of the debt discount activity for the three-months ended March 31, 2014 and year ended December 31, 2013 is as follows:

Balance January 1, 2013	$	288,439
Amortization of debt discount		(60,581	)
Balance December 31, 2013		4,592
Amortization of debt discount		(4,592	)
Balance at March 31, 2014	$	-

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Income Taxes (Details Narrative) (USD $)	3 Months Ended	60 Months Ended
	Mar. 31, 2014	Dec. 31, 2010
Income Tax Disclosure [Abstract]
Liability for income tax associated with unrecognized tax benefits	$ 0
Statutory rate	34.00%
Federal and state tax credit amount		$ 1,506,596

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Stock Option Plans (Details Narrative) (USD $)	3 Months Ended		96 Months Ended	0 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014	May 05, 2006 2006 Stock Incentive Plan [Member]	May 05, 2006 2006 Stock Incentive Plan [Member] Minimum [Member]	May 05, 2006 2006 Stock Incentive Plan [Member] Maximum [Member]
Stock issued during period to realted parties				16,521,704
Excess of stock issued					1,456,786	17,978,490
Percentage granted to employees at a price per share				100.00%
Percentage of stock option granted to stockholders				10.00%
Percentage exercise price per share				110.00%
Percentage restricted stock to related parties price per share				100.00%
Total unrecognized stock-based compensation expense related to unvested stock options	$ 1,994,678		$ 1,994,678
Weighted average period	1 year
Stock based compensation expense	$ 3,886,646	$ 3,615	$ 5,486,113

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Intangible Asset, Net - Schedule of Intangible Asset, Net (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Goodwill and Intangible Assets Disclosure [Abstract]
Patents	$ 594,412	$ 593,120
Less accumulated amortization	(174,140)	(168,363)
Total intangible assets, net	$ 420,272	$ 424,757

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Basic and diluted Net Income (Loss) Per Share - Schedule of Basic and Diluted Net Income (Loss) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
NET LOSS PER SHARE
Net loss attributable to common shareholders, basic	$ (11,284,929)	$ (594,292)
Net loss attributable to common shareholders, diluted	$ (11,284,929)	$ (594,292)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic	50,346,094	33,229,093
Dilutive effect of common stock options
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted	50,346,094	33,229,093
Net loss per share attributable to common stockholders, basic	$ (0.22)	$ (0.02)
Net loss per share attributable to common stockholders, diluted	$ (0.22)	$ (0.02)

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Warrants - Schedule of Stock Warrants Activity (Details) (Warrant [Member], USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Warrant [Member]
Warrants Outstanding, Beginning Balance	3,395,833	3,693,971
Warrants Exercisable, Beginning	3,395,833	3,693,971
Warrants Canceled	(3,395,833)
Warrants Granted	28,405,782
Warrants Exercised
Warrants Forfeited		(298,138)
Shares Outstanding, Ending Balance	28,405,782	3,395,833
Warrants Exercisable, Outstanding	27,705,782	3,395,833
Weighted Average Exercise Price, Outstanding, Beginning	$ 0.45	$ 0.45
Weighted Average Exercise Price, Exercisable Beginning	$ 0.45	$ 0.45
Weighted Average Exercise Price, Canceled
Weighted Average Exercise Price, Granted
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Forfeited
Weighted Average Exercise Price, Outstanding, Ending	$ 0.653	$ 0.45
Weighted Average Exercise Price, Exercisable Ending	$ 0.625	$ 0.45
Weighted Average Remaining Contractual Terms (Years), Beginning	5 years 3 months 11 days	4 years 9 months 22 days
Weighted Average Remaining Contractual Terms (Years), Exercisable, Beginning	5 years 3 months 11 days	4 years 9 months 22 days
Weighted Average Remaining Contractual Terms (Years), Ending	5 years	5 years 3 months 11 days
Weighted Average Remaining Contractual Terms (Years), Exercisable, Ending	4 years 11 months 9 days	5 years 3 months 11 days
Aggregate Intrinsic Value, Outstanding, Beginning
Aggregate Intrinsic Value, Exercisable, Beginning
Aggregate Intrinsic Value, Outstanding, Ending
Aggregate Intrinsic Value, Exercisable, Ending

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Property and Equipment Net

3 Months Ended

Mar. 31, 2014

Property, Plant and Equipment [Abstract]

Property and Equipment, net

NOTE 4 – PROPERTY AND EQUIPMENT, net

Property and equipment, net, consists of the following as of:

	March 31, 2014			December 31, 2013
Research and development equipment	$	686,673		$	686,673
Leasehold improvements		153,161			153,161
Information technology equipment		105,319			105,319
Furniture and office equipment		78,678			78,678
Software		9,386			9,386
		1,033,217			1,033,217
Less accumulated depreciation		(1,008,905	)		(1,007,176	)
Total property and equipment, net	$	24,312		$	26,041

Depreciation expense was $1,728, $536, and $1,256,591, for the three-month periods ended March 31, 2014 and 2013, and for the period from inception to March 31, 2014, respectively.

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Stock Option Plans - Schedule of Stock Option Activity (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Options Outstanding, Beginning balance	15,290,486	15,290,486
Options Exercisable, Beginning balance	15,290,486	14,524,861
Options, Canceled	(15,290,486)
Options, Granted	27,756,821
Options, Exercised
Options, Forfeited
Options Outstanding, Ending balance	27,756,821	15,290,486
Options Exercisable, Ending balance	18,980,238	15,290,486
Weighted Average Exercise Price, Outstanding, Beginning balance	$ 0.07	$ 0.07
Weighted Average Exercise Price, Beginning balance	$ 0.07	$ 0.07
Weighted Average Exercise Price, Canceled
Weighted Average Exercise Price, Granted
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Forfeited
Weighted Average Exercise Price, Outstanding, Ending balane	$ 0.51	$ 0.07
Weighted Average Exercise Price, Exercisable, Ending balance	$ 0.45	$ 0.07
Weighted Average Remaining Contractual Terms (Years), Outstanding, Beginning	3 years 10 months 21 days	3 years 10 months 21 days
Weighted Average Remaining Contractual Terms (Years), Exercisable, Beginning	3 years 10 months 21 days	3 years 9 months
Weighted Average Remaining Contractual Terms (Years), Outstanding, Ending	4 years 8 months 27 days	3 years 10 months 21 days
Weighted Average Remaining Contractual Terms (Years), Exercisable, Ending	4 years 4 months 21 days	3 years 10 months 21 days
Aggregate Intrinsic Value, Outstanding Beginning balance	$ 305,810	$ 358,662
Aggregate Intrinsic Value, Exercisable Beginning balance	290,497	332,052
Aggregate Intrinsic Value, Outstanding Ending balance	2,376,896	305,810
Aggregate Intrinsic Value, Exercisable Ending balance	$ 2,376,896	$ 290,497

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Company Background (Details Narrative) (USD $)	0 Months Ended		3 Months Ended		12 Months Ended	96 Months Ended				1 Months Ended
	Feb. 07, 2014	Jan. 03, 2014	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Mar. 31, 2014	May 31, 2013	Dec. 31, 2009	Dec. 31, 2008	May 31, 2006 Common Stock [Member]	May 31, 2006 Series C Preferred Stock [Member]		May 31, 2006 Preferred Series A [Member]		May 31, 2006 Preferred Series B [Member]		May 31, 2006 Series C Preferred Stock [Member]
Issuance of common stock, shares										9,447,100
Issuance of preferred stock											13,859,324	[1]	14,440,920	[1]	11,113,544	[1]
Issuance of preferred stock issued additional																	704,225	[1]
Ownership interest							100.00%
Proceeds from issuance of common stock and warrants	$ 3,923,100
Issuance of common shares for cash, Shares	6,276,960
Warrants issued	6,276,960
Warrant exercise price per share	$ 0.625	$ 0.625			$ 0.625
Procceds from issuance of notes payable		2,076,000			8,489,036
Aggregate principal amount of notes payable (issued Jan. 03, 2014) converted to common stock		2,076,000			8,489,036
Outstanding principal notes repaid in full								500,000	55,000
Shares of Common Stock issued upon conversion of notes payable		3,353,437			14,446,777
Warrants issued upon conversion of notes payable (issued Jan. 03, 2014)		3,321,600			14,446,777
Stock options cancelled	15,290,486
Exercise price of cancelled option	$ 0.07
Stock options issued in substitution of cancelled options	6,889,555
Stock options issued in substitution of cancelled options, price per share	$ 0.155
Additional stock options issued purchase number of common stock	20,867,266
Additional stock options issued purchase number of common stock, price per share	$ 0.625
Net losses			(11,284,929)	(594,292)		(44,182,586)
Deficit accumulated during the development stage			$ 44,182,586		$ 32,897,657	$ 44,182,586

[1] These shares were subsequently converted into 40,118,013 shares of Series A Preferred Stock.

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Basic and Diluted Net Income (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2014

NET LOSS PER SHARE

Schedule of Basic and Diluted Net Income (Loss)

The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share for the three-month periods ended:

	March 31, 2014			March 31, 2013
Net loss attributable to common shareholders, basic	$	(11,284,929	)	$	(594,292	)
Net loss attributable to common shareholders, diluted	$	(11,284,929	)	$	(594,292	)
Weighted-average shares used to compute net loss
per share attributable to common stockholders, basic		50,346,094			33,229,093
Dilutive effect of common stock options		-			-
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted		50,346,094			33,229,093
Net loss per share attributable to common stockholders, basic	$	(0.22	)	$	(0.02	)
Net loss per share attributable to common stockholders, diluted	$	(0.22	)	$	(0.02	)

Schedule of Computation of Diluted Net Income Loss Per Share

The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the years presented because including them would have been antidilutive:

	March 31, 2014		December 31, 2013
Common stock options		18,980,238		15,290,486
Common stock warrants		28,405,782		-
Total common stock equivalents		47,386,020		15,290,486

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Commitments (Details Narrative) (USD $)	3 Months Ended		96 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014	Dec. 31, 2013
Commitments and Contingencies Disclosure [Abstract]
Payment for license cost	$ 10,000
Percentage of royalties revenue	2.00%
License revenue	0	0	0
License payable	20,000		20,000	20,000
Employee settlement	50,000		50,000	50,000
Royalty revenue			$ 10,000

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Stock Option Plans - Schedule of Nonvested Shares Granted Under Stock Option Plan (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Non-vested, Options Outstanding, Beginning balance		765,625
Non-vested, Options Granted	27,756,821
Non-vested, Options Vested	(18,980,238)	(765,625)
Non-vested, Options Forfeited
Non-vested, Options Outstanding, Ending balance	8,776,583

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Basis of Presentation (Details Narrative) (Pharma [Member])	3 Months Ended
	Mar. 31, 2014
Pharma [Member]
Acquired percentage of issued and outstanding common stock	100.00%
Shares of common stock acquired	33,229,093
Percentage of shares issued and outstanding acquired on post-acquisition basis	53.00%

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Basis of Presentation - Schedule of Reverse Acquisition Accounting (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Common Stock [Member]
Balance, December 31, 2013, pre-reverse acquisition	$ 9,488
Balance, December 31, 2013, pre-reverse acquisition, shares	9,488,227
Share exchange adjustment	23,741
Share exchange adjustment, shares	23,740,866
Balance, December 31, 2013, post-reverse acquisition	33,229
Balance, December 31, 2013, post-reverse acquisition, shares	33,229,093
Additional Paid-In Capital [Member]
Balance, December 31, 2013, pre-reverse acquisition	19,891,702
Share exchange adjustment	(23,741)
Balance, December 31, 2013, post-reverse acquisition	$ 19,867,961

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Inventory

3 Months Ended

Mar. 31, 2014

Inventory Disclosure [Abstract]

Inventory

NOTE 3 – INVENTORY

Inventory consists of the following as of:

	March 31, 2014		December 31, 2013
Processed materials	$	986,674	$	986,674
Total inventories	$	986,674	$	986,674

At March 31, 2014 and December 31, 2013, inventory in the amount of $924,452 was stored at one of the Company’s suppliers, which was located in Germany.

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Inventory (Details Narrative) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Inventory Disclosure [Abstract]
Inventor stored in germany	$ 924,452	$ 924,452

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Long-Term Notes Payable, Net - Schedule of Notes Payable Outstanding (Details) (Parenthetical) (USD $)			3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended
	Jan. 03, 2014	Dec. 31, 2013	Mar. 31, 2014 2008 Unsecured Promissory Note [Member]	Dec. 31, 2013 2008 Unsecured Promissory Note [Member]	Mar. 31, 2014 2009 Non-Mandatorily Convertible, Unsecured Note [Member]	Dec. 31, 2013 2009 Non-Mandatorily Convertible, Unsecured Note [Member]	Mar. 31, 2014 2013 Bridge Loan [Member]	Dec. 31, 2013 2013 Bridge Loan [Member]	Mar. 31, 2014 2014 Bridge Loan [Member]	Dec. 31, 2013 2014 Bridge Loan [Member]
Unsecured promissory note			$ 100,000	$ 100,000	$ 500,000	$ 500,000
Repayment of unsecured debt			45,000	45,000
Repayment of Unsecured debt by monthly payments			10,000	10,000
Debt interest amount			15,000	15,000
Dent maturity date			Feb. 07, 2014	Feb. 07, 2014	Feb. 07, 2014
Issuace of preferred stock series B for warrants purchase					222,222	222,222
Percentage of accrued debt interest					8.00%	8.00%	10.00%	10.00%	10.00%	10.00%
Debt principal amount	2,076,000	8,489,036					3,180,806	3,180,806	2,076,000	2,076,000
Debt outstanding amount							2,621,195	2,621,195
Additional issuance of debt principal amount							559,611	559,611
Accurued interest for debt							$ 4,840,792	$ 4,840,792
Conversion price per share					$ 0.45	$ 0.45

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Basic and diluted Net Income (Loss) Per Share - Schedule of Computation of Diluted Net Income Loss Per Share (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Total common stock equivalents		15,290,486
Warrant [Member]
Total common stock equivalents	28,405,782	15,290,486
Common Stock [Member]
Total common stock equivalents		47,386,020
Stock Option [Member]
Total common stock equivalents	18,980,238

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Condensed Consolidated Balance Sheets (USD $)	Mar. 31, 2014	Dec. 31, 2013
CURRENT ASSETS
Cash	$ 2,934,856	$ 222,410
Inventory	986,674	986,674
Deposits and other assets	91,864	94,220
Prepaid expenses	61,264	14,380
Total current assets	4,074,658	1,317,684
NON-CURRENT ASSETS
Property and equipment, net	24,312	26,041
Intangible assets, net	420,272	424,757
Total non-current assets	444,584	450,798
TOTAL ASSETS	4,519,242	1,768,482
CURRENT LIABILITIES
Accrued payroll and payroll related expenses	3,507,726	3,774,580
Notes payable, current portion, net of discount of $0 and $4,592 as of March 31, 2014 and December 31, 2013, respectively		9,039,444
Accounts payable	584,869	682,319
Accrued interest		657,092
Fees payable to directors	424,796	468,546
Employee settlement	50,000	50,000
Patent license payable, current	20,000	10,000
Other current liabilities		12,613
Total current liabilities	4,587,391	14,694,594
NON-CURRENT LIABILITIES
Patent license payable, less current portion		10,000
Total non-current liabilities		10,000
COMMITMENTS AND CONTINGENCIES
Total liabilities	4,587,391	14,704,594
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock - $0.001 par value; 400,000,000 shares authorized, 62,854,671 and 33,229,093 shares issued and outstanding as of March 31, 2014 and December 31, 2013, respectively	62,854	33,229	[1]
Additional paid in capital	44,051,583	19,867,961	[1]
Deficit accumulated during the development stage	(44,182,586)	(32,897,657)
Total stockholders' equity (deficit)	(68,149)	(12,936,112)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	4,519,242	1,768,482
Preferred Series A [Member]
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock		40,118
Preferred Series B [Member]
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock		$ 20,237

[1] December 31, 2013, retroactively adjusted to reflect effects of the reverse acquisition transaction.

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Stock Option Plans - Schedule of Fair Value Assumptions (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Dividend yield	0.00%	0.00%
Maximum [Member]
Risk-free rate	0.12%	5.15%
Expected volatility	116.00%	170.00%
Expected term	1 year 1 month 6 days	7 years 6 months
Minimum [Member]
Risk-free rate	1.47%	0.92%
Expected volatility	170.00%	116.00%
Expected term	5 years 6 months	2 years 6 months

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Company Background

3 Months Ended

Mar. 31, 2014

Company Background

Company Background

NOTE 1 – COMPANY BACKGROUND

Cardax Pharmaceuticals, Inc. (“Holdings”) was incorporated in the State of Delaware on March 23, 2006.

In May of 2006, Hawaii Biotech, Inc., contributed its anti-inflammatory, small molecule line of business into Holdings. Holdings issued (i) 9,447,100 shares of common stock of Holdings, (ii) 14,440,920 shares of Series A preferred stock of Holdings, (iii) 11,113,544 shares of Series B preferred stock of Holdings and (iv) 13,859,324 shares of Series C preferred stock of Holdings to Hawaii Biotech, Inc., in exchange for the assets and liabilities contributed to Holdings. The above shares were then distributed by Hawaii Biotech, Inc. to its shareholders. An Additional 704,225 shares of Series C preferred stock were issued as part of the initial capitalization of Holdings.

In May of 2013, Holdings formed a 100% owned subsidiary company called Cardax Pharma, Inc. (“Pharma”). Pharma was formed to maintain Holdings’ operations going forward, leaving Holdings as an investment holding company.

Holdings was formed for the purpose of developing a platform of proprietary, exceptionally safe, small molecule compounds for large unmet medical needs where oxidative stress and inflammation play important causative roles. Holdings’ platform has application in arthritis, metabolic syndrome, liver disease, and cardiovascular disease, as well as macular degeneration and prostate disease. Holdings’ current primary focus is on the development of astaxanthin technologies. Astaxanthin is a naturally occurring marine compound that has robust anti-oxidant and anti-inflammatory activity.

On November 29, 2013, Holdings entered into a definitive merger agreement (“Merger Agreement”) with Koffee Korner Inc., a Delaware corporation (“Koffee Korner”) (OTCBB:KOFF), and its wholly owned subsidiary (“Koffee Sub”), pursuant to which, among other matters and subject to the conditions set forth in such Merger Agreement, Koffee Sub would merge with and into Pharma. In connection with such merger agreement and related agreements, upon the consummation of such merger, Pharma would become a wholly owned subsidiary of Koffee Korner and Koffee Korner would issue shares of its common stock to Holdings. At the effective time of such merger, Holdings would own a majority of the shares of the then issued and outstanding shares of common stock of Koffee Korner.

On February 7, 2014, Holdings completed its merger with Koffee Korner, which was renamed to Cardax, Inc. (the “Company”) (OTCBB:CDXI). Concurrent with the merger: (i) the Company received aggregate gross cash proceeds of $3,923,100 in exchange for the issuance and sale of an aggregate 6,276,960 of shares of the Company’s common stock, together with five year warrants to purchase an aggregate of 6,276,960 shares of the Company’s common stock at $0.625 per share, (ii) the notes issued on January 3, 2014, in the outstanding principal amount of $2,076,000 and all accrued interest thereon, automatically converted into 3,353,437 shares of the Company’s common stock upon the reverse merger at $0.625 per share, together with five year warrants to purchase 3,321,600 shares of common stock at $0.625 per share, (iii) the notes issued in 2013, in the outstanding principal amount of $8,489,036 and all accrued interest thereon, automatically converted into 14,446,777 shares of the Company’s common stock upon the reverse merger at $0.625 per share, together with five year warrants to purchase 14,446,777 shares of common stock at $0.625 per share, (iv) stock options to purchase 15,290,486 shares of Holdings common stock at $0.07 per share were cancelled and substituted with stock options to purchase 6,889,555 shares of the Company’s common stock at $0.155 per share, (v) additional stock options to purchase 20,867,266 shares of the Company’s common stock at $0.625 per share were issued, and (vi) the notes issued in 2008 and 2009, in the outstanding principal amounts of $55,000 and $500,000, respectively, and all accrued interest thereon, were repaid in full. The assets and liabilities of Koffee Korner were distributed in accordance with the terms of a spin-off agreement on the closing date.

Going concern matters

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company incurred a net loss of $11,284,929 for the three-months ended March 31, 2014 and a net loss during the development stage from inception (March 23, 2006) through March 31, 2014 of $44,182,586. As a result of these and other factors, the Company’s independent registered public accounting firm has included an explanatory paragraph in their audited consolidated financial statements and footnotes in the current report on Form 8-K filed February 10, 2014 as to the substantial doubt about the Company’s ability to continue as a going concern.

Development stage entity

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 915, Development Stage Entities. A development stage enterprise is one in which planned and principal operations have not commenced or, if its operations have commenced, there has been no significant revenue there from. Development-stage companies report cumulative costs from the enterprise’s inception.

The Company has primarily devoted its efforts to raising capital, obtaining financing, designing and patenting products, research and development, and administrative functions. These financial statements assume that the Company will operate as a continuing entity. Management of the Company expects to raise additional capital and financing to provide the Company with sufficient cash flow to meet its current obligations and continue as a viable business venture.

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Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Total property and equipment, gross	$ 1,033,217	$ 1,033,217
Less accumulated depreciation	(1,008,905)	(1,007,176)
Total property and equipment, net	24,312	26,041
Research And Development Equipment [Member]
Total property and equipment, gross	686,673	686,673
Leasehold Improvements [Member]
Total property and equipment, gross	153,161	153,161
Information Technology Equipment [Member]
Total property and equipment, gross	105,319	105,319
Furniture And Office Equipment [Member]
Total property and equipment, gross	78,678	78,678
Software [Member]
Total property and equipment, gross	$ 9,386	$ 9,386

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Inventory (Tables)

3 Months Ended

Mar. 31, 2014

Inventory Disclosure [Abstract]

Schedule of Inventory Current

Inventory consists of the following as of:

	March 31, 2014		December 31, 2013
Processed materials	$	986,674	$	986,674
Total inventories	$	986,674	$	986,674

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Intangible Asset, Net (Details Narrative) (USD $)	3 Months Ended		96 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
Patent, amortization period	15 years
Amortization expense	$ 5,777	$ 7,706	$ 174,140

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Intagible Asset, Net (Tables)

3 Months Ended

Mar. 31, 2014

Intagible Asset Net Tables

Schedule of Intagible Asset, Net

Intangible assets, net, consists of the following as of:

	March 31, 2014			December 31, 2013
Patents	$	594,412		$	593,120
Less accumulated amortization		(174,140	)		(168,363	)
Total intangible assets, net	$	420,272		$	424,757

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Basis of Presentation

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

NOTE 2 – BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Cardax, Inc. and its wholly owned subsidiary Cardax Pharma, Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. In the opinion of the Company’s management, the accompanying condensed consolidation financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended March 31, 2014 and 2013 and for the period from the inception of the development stage (March 23, 2006) to March 31, 2014. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The results for the three-month periods ended March 31, 2014 and 2013 are not necessarily indicative of the results to be expected for the years ending December 31, 2014 and 2013 and for the period from the inception of the development stage (March 23, 2006) to December 31, 2014. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the current report on Form 8-K filed February 10, 2014.

The accompanying consolidated condensed financial statements include the accounts of Cardax, Inc., and its wholly owned subsidiary, Cardax Pharma, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

Reverse acquisition accounting

On February 7, 2014, Koffee Sub and Pharma completed a reverse acquisition transaction (the “Acquisition”). As part of the Acquisition, the Company acquired 100% of the issued and outstanding common stock of Pharma. In addition, Holdings acquired 33,229,093 shares of the Company’s common stock, which constituted approximately 53% of the Company’s issued and outstanding common stock on a post-acquisition basis as of and immediately after the consummation of the Acquisition.

The share exchange transaction was treated as a reverse acquisition, with Holdings and Pharma as the acquirers and Koffee Korner and Koffee Sub as the acquired parties. Unless the context suggests otherwise, when the Company refers to business and financial information for periods prior to the consummation of the reverse acquisition, the Company is referring to the business and financial information of Holdings and Pharma. Under GAAP guidance ASC 805-40, Business Combinations – Reverse Acquisitions, the Acquisition has been treated as a reverse acquisition with no adjustment to the historical book and tax basis of the Company’s assets and liabilities.

Accordingly, the effect of the Acquisition on the shareholders’ equity opening balances for common shares, par value and additional paid-in capital has been retroactively adjusted as shown below:

	Common Stock $0.001 Par Value				Additional
	Shares		Amount		Paid-In Capital
Balance, December 31, 2013, pre-reverse acquisition		9,488,227	$	9,488	$	19,891,702
Share exchange adjustment		23,740,866		23,741		(23,741	)
Balance, December 31, 2013, post-reverse acquisition		33,229,093	$	33,229	$	19,867,961

Reclassifications

The Company has made certain reclassifications its conform to prior periods’ data to the current presentation. These reclassifications had no effect on the reported results of operations.

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Notes payable, current portion, net of discount	$ 0	$ 4,592
Common stock, Par value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	400,000,000	400,000,000
Common Stock, Shares Issued	62,854,671	33,229,093
Common Stock, Shares Outstanding	62,854,671	33,229,093
Preferred Series A [Member]
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, Shares authorized	0	40,118,013
Preferred Stock, Shares Issued	0	40,118,013
Preferred Stock, Shares outstanding	0	40,118,013
Preferred Series B [Member]
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, Shares authorized	0	55,555,555
Preferred Stock, Shares Issued	0	20,237,459
Preferred Stock, Shares outstanding	0	20,237,459

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Basic and Diluted Net Income (Loss) Per Share

3 Months Ended

Mar. 31, 2014

NET LOSS PER SHARE

Basic and Diluted Net Income (Loss) Per Share

NOTE 12 – BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share for the three-month periods ended:

	March 31, 2014			March 31, 2013
Net loss attributable to common shareholders, basic	$	(11,284,929	)	$	(594,292	)
Net loss attributable to common shareholders, diluted	$	(11,284,929	)	$	(594,292	)
Weighted-average shares used to compute net loss
per share attributable to common stockholders, basic		50,346,094			33,229,093
Dilutive effect of common stock options		-			-
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted		50,346,094			33,229,093
Net loss per share attributable to common stockholders, basic	$	(0.22	)	$	(0.02	)
Net loss per share attributable to common stockholders, diluted	$	(0.22	)	$	(0.02	)

The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the years presented because including them would have been antidilutive:

	March 31, 2014		December 31, 2013
Common stock options		18,980,238		15,290,486
Common stock warrants		28,405,782		-
Total common stock equivalents		47,386,020		15,290,486

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 12, 2014
Document And Entity Information
Entity Registrant Name	CARDAX, INC.
Entity Central Index Key	0001544238
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		62,854,671
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2014

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Concentration

3 Months Ended

Mar. 31, 2014

Risks and Uncertainties [Abstract]

Concentration

NOTE 13 – CONCENTRATION

The Company purchases all of its inventory from one vendor in Germany. Although, there were no purchases from this vendor during the three-months ended March 31, 2014 and 2013, outstanding payables to this vendor were $86,255 as of March 31, 2014 and December 31, 2013.

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Condensed Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		96 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Income Statement [Abstract]
REVENUES			$ 92,903
OPERATING EXPENSES:
Stock based compensation	9,104,625	3,615	10,704,092
Selling, general, and administrative expenses	1,797,969	266,063	15,229,075
Research and development	250,234	170,319	15,792,520
Depreciation and amortization	7,505	8,242	1,430,731
Total operating expenses	11,160,333	448,239	43,156,418
Loss from operations	(11,160,333)	(448,239)	(43,063,515)
OTHER INCOME (EXPENSES):
Interest income	1,154		1,154
Net loss on sale of assets			(37,878)
Research grant income			1,179,646
Gain on debt extinguishment			786,945
Federal and state tax credits			1,506,596
Dividend income			55,206
Other expenses, net	(8,708)	(494)	(184,319)
Interest expense	(117,042)	(145,559)	(4,426,421)
Total other expenses	(124,596)	(146,053)	(1,119,071)
Loss before the provision for income taxes	(11,284,929)	(594,292)	(44,182,586)
PROVISION FOR INCOME TAXES, net
NET LOSS	$ (11,284,929)	$ (594,292)	$ (44,182,586)
NET LOSS PER SHARE
Basic	$ (0.22)	$ (0.02)
Diluted	$ (0.22)	$ (0.02)
SHARES USED IN CALCULATION OF NET INCOME PER SHARE
Basic	50,346,094	33,229,093
Diluted	50,346,094	33,229,093

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Stock Option Plans

3 Months Ended

Mar. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Option Plans

NOTE 7 – STOCK OPTION PLANS

On May 15, 2006, the Company adopted the 2006 Stock Incentive Plan. Under this plan, the Company may issue shares of restricted stock, incentive stock options, or non-statutory stock options to employees, directors, and consultants. The aggregate number of shares which may be issued under this plan was 16,521,704, which was increased by 1,456,786 to 17,978,490 as part of the Series B Offering in 2007. This plan was terminated on February 7, 2014.

On February 7, 2014, the Company adopted the 2014 Equity Compensation Plan. Under this plan, the Company may issue options to purchase shares of common stock to employees, directors, advisors, and consultants. The aggregate number of shares which may be issued under this plan is 30,420,148.

Under the terms of the 2014 Equity Compensation Plan and the 2006 Stock Incentive Plan (collectively, the “Plans”), incentive stock options may be granted to employees at a price per share not less than 100% of the fair market value at date of grant. If the incentive stock option is granted to a 10% stockholder, then the purchase or exercise price per share shall not be less than 110% of the fair market value per share of common stock on the grant date. Non-statutory stock options and restricted stock may be granted to employees, directors, advisors, and consultants at a price per share, not less than 100% of the fair market value at date of grant. Options granted are exercisable, unless specified differently in the grant documents, over a default term of ten years from the date of grant and generally vest over a period of four years.

A summary of stock option activity is as follows:

	Options			Weighted average exercise price		Weighted average remaining contractual term in years		Aggregate intrinsic value
Outstanding January 1, 2013		15,290,486		$	0.07		3.89	$	358,662
Exercisable January 1, 2013		14,524,861		$	0.07		3.75	$	332,052
Granted		-
Exercised		-
Forfeited		-
Outstanding December 31, 2013		15,290,486		$	0.07		3.89	$	305,810
Exercisable December 31, 2013		15,290,486		$	0.07		3.89	$	290,497
Canceled		(15,290,486	)
Granted		27,756,821-
Exercised		-
Forfeited		-
Outstanding March 31, 2014		27,756,821		$	0.51		4.74	$	2,376,896
Exercisable March 31, 2014		18,980,238		$	0.45		4.39	$	2,376,896

The aggregate intrinsic value in the table above is before applicable income taxes and represents the excess amount over the exercise price option recipients would have received if all options had been exercised on the date of issue, based on a valuation of the Company’s stock for that day.

A summary of the Company’s non-vested options for the three-month period ended March 31, 2014 and for the year ended December 31, 2013 is presented below:

Non-vested at January 1, 2013	765,625
Granted	-
Vested	(765,625	)
Forfeited	-
Non-vested at December 31, 2013	-
Granted	27,756,821
Vested	(18,980,238	)
Forfeited	-
Non-vested at March 31, 2014	8,776, 583

As of March 31, 2014, total unrecognized stock-based compensation expense related to all unvested stock options was $1,994,678, which is expected to be expensed over a weighted average period of 1 year.

Under ASC No. 718, the Company estimates the fair value of stock options granted on each grant date using the Black-Scholes option valuation model and recognizes and expenses the value of the granted options over the requisite service period. The range of fair value assumptions related to options outstanding as of March 31, 2014, and December 31, 2013, were as follows:

	March 31, 2014			December 31, 2013
Dividend yield		0.0	%		0.0	%
Risk-free rate		0.12% - 1.47	%		0.92% - 5.15	%
Expected volatility		116% - 170	%		116% - 170	%
Expected term		1.1 - 5.5 years			2.5 - 7.5 years

The expected volatility was calculated based on the historical volatilities of publicly traded peer companies, determined by the Company. The risk free interest rate used was based on the U.S. Treasury constant maturity rate in effect at the time of grant for the expected term of the stock options to be valued. The expected dividend yield was zero, as the Company does not anticipate paying a dividend within the relevant time frame. Due to a lack of historical information needed to estimate the Company’s expected term, it was estimated using the simplified method allowed under ASC No. 718.

As part of the requirements of ASC No. 718, the Company is required to estimate potential forfeitures of stock grants and adjust stock based compensation expense accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized in the period of change and will also impact the amount of stock based compensation expenses to be recognized in future periods.

The Company recognized $3,886,646, $3,615, and $5,486,113 in stock based compensation expense during the three-month periods ended March 31, 2014 and 2013 and for the period from inception to March 31, 2014, respectively.

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Long Term Notes Payable, Net

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Long Term Notes Payable, Net

NOTE 6 – LONG-TERM NOTES PAYABLE, net

The Company’s notes payable outstanding were as follows as of:

	March 31, 2014		December 31, 2013
2008 Unsecured promissory note. Originated on November 12, 2008. Principal of $100,000 with $45,000 to be repaid by June 30, 2009, with $10,000 in monthly payments thereafter until repaid in full. Required a one-time interest payment of $15,000. This note was paid in full on February 7, 2014.	$	-	$	55,000
2009 Non-mandatorily convertible, unsecured note. Originated on March 31, 2009, principal of $500,000 accrues interest at 8% per annum. Principal and interest were due in full on March 31, 2014 or convertible at the option of the note holder into Series B preferred stock at a rate of $0.45 per share. A warrant to purchase 222,222 shares of preferred Series B stock was issued in conjunction with this note. This note was paid in full on February 7, 2014.		-		500,000
2013 Bridge Loan. Principal from existing notes in the amount of $3,180,806 (comprised of $2,621,195 in principal outstanding as of December 31, 2012 and $559,611 in new principal issued from January through April 2013) along with accrued interest of $467,438 were converted into a 2013 Bridge Loan along with $4,840,792 of new principal. These notes accrued interest at 10% per annum with outstanding principal and interest due in 2014. These notes converted into common shares as part of the February 7, 2014 reverse acquisition transaction.		-		8,489,036
2014 Bridge Loan. Originated in January 2014. Principal of $2,076,000 issued in January 2014. These notes accrued interest at 10% per annum with outstanding principal and interest due in 2014. These notes converted into common shares as part of the February 7, 2014 reverse acquisition transaction.		-		-
Total notes payable		-		9,044,036
Current maturities of long-term, net of discount		-		9,039,444
Discount attributable to current maturities		-		4,592
Total current maturities		-		9,044,036
Long-term notes payable, less current maturities	$	-	$	-

Interest

Interest expense on these notes was $112,450, $113,415, and $2,773,377, for the three-month periods ended March 31, 2014 and 2013 and for the period from inception to March 31, 2014, respectively. Interest accrued on these notes as of March 31, 2014 and December 31, 2013, was $0 and $657,092, respectively.

Note conversion

Management tested the conversion of the 2012 short-term unsecured promissory notes and 2010 to 2012 secured promissory notes to bridge loans in 2013 for potential extinguishment accounting. Because the fair market value of the notes prior to conversion as compared to the fair market value of the notes subsequent the conversion was less than a 10% difference, management concluded to apply modification accounting and are accruing interest based on the new note terms.

Discount

A discount on these notes of $0 and $4,592, as of March 31, 2014 and December 31, 2013, respectively, was based on the fair value of detachable warrants issued at the time of funding. This discount is being amortized straight-line over the underlying term of the note. Interest expense of $4,592, $32,144, and $1,653,044 for the three-month periods ended March 31, 2014 and 2013, and for the period from inception to March 31, 2014, respectively, was recognized as amortization of this discount.

A summary of the debt discount activity for the three-months ended March 31, 2014 and year ended December 31, 2013 is as follows:

Balance January 1, 2013	$	288,439
Amortization of debt discount		(60,581	)
Balance December 31, 2013		4,592
Amortization of debt discount		(4,592	)
Balance at March 31, 2014	$	-

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Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2014

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net, consists of the following as of:

	March 31, 2014			December 31, 2013
Research and development equipment	$	686,673		$	686,673
Leasehold improvements		153,161			153,161
Information technology equipment		105,319			105,319
Furniture and office equipment		78,678			78,678
Software		9,386			9,386
		1,033,217			1,033,217
Less accumulated depreciation		(1,008,905	)		(1,007,176	)
Total property and equipment, net	$	24,312		$	26,041

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Leases

3 Months Ended

Mar. 31, 2014

Leases [Abstract]

Leases

NOTE 14 – LEASES

Lease settlement

On April, 29, 2011, the Company entered into a settlement agreement with a lessor whereby the Company would make monthly payments totaling $614,934 from January 1, 2011 to October 1, 2013, in exchange of a waiver of $786,945 in late and other fees, which is recorded as a gain on debt extinguishment on the 2011 statement of operations. In the event of default, this waived amount would be payable in full in addition to the settlement amount. Total rent settlement amounts payable were $0 as of March 31, 2014 and December 31, 2013.

Although in default at the end of 2012, the Company subsequently cured and settled the obligation in full on October 1, 2013. The lessor upheld the Satisfaction of Judgment without exercising any of the default provisions.

Hawaii Research Center

The Company entered into a lease for laboratory and office space on May 9, 2006. This lease amended on September 7, 2011, and October 30, 2012. Under the terms of the October 30, 2012, lease, the lease is extended for a period of one year second amendment and extension of lease on laboratory facilities. Total rent expense under this agreement as amended was $15,610, $20,892, and $2,086,411, for the three-month periods ended March 31, 2014 and 2013, and for the period from inception to March 31, 2014, respectively.

Manoa Innovation Center

The Company entered into an automatically renewable month-to-month lease for office space on August 13, 2010. Under the terms of this lease, the Company must provide a written notice 45 days prior to vacating the premises. Total rent expense under this agreement was $6,965, $8,886, and $106,164, for the three-month periods ended March 31, 2014 and 2013, and for the period from inception to March 31, 2014, respectively.

Maturities

Future minimum lease payments under non-cancelable operating leases were $21,442, at March 31, 2014. This amount was all due during 2014.

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Income Taxes

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 10 – INCOME TAXES

The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed.

The effective tax rate for the three-months ended March 31, 2014 differs from the statutory rate of 34% as a result of the state taxes (net of Federal benefit) and permanent differences.

The Company is subject to taxation in the United States and two state jurisdictions. The preparation of tax returns requires management to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by the Company. Management, in consultation with its tax advisors, files its tax returns based on interpretations that are believed to be reasonable under the circumstances. The income tax returns, however, are subject to routine reviews by the various taxing authorities. As part of these reviews, a taxing authority may disagree with respect to the tax positions taken by management (“uncertain tax positions”) and therefore may require the Company to pay additional taxes. Management evaluates the requirement for additional tax accruals, including interest and penalties, which the Company could incur as a result of the ultimate resolution of its uncertain tax positions. Management reviews and updates the accrual for uncertain tax positions as more definitive information becomes available from taxing authorities, completion of tax audits, expiration of statute of limitations, or upon occurrence of other events.

As of March 31, 2014, there was no liability for income tax associated with unrecognized tax benefits. The Company recognizes accrued interest related to unrecognized tax benefits as well as any related penalties in interest income or expense in its consolidated condensed statements of operations, which is consistent with the recognition of these items in prior reporting periods.

With few exceptions, the Company is no longer subject to U.S. Federal, state, local, and non-U.S. income tax examination by tax authorities for tax years before 2010.

The Company’s valuation allowance is primarily related to its operating losses. The valuation allowance is determined in accordance with the provisions of ASC No. 740, Income Taxes, which requires an assessment of both negative and positive evidence when measuring the need for a valuation allowance. Based on the available objective evidence and the Company’s history of losses, management provides no assurance that the net deferred tax assets will be realized. As of March 31, 2014 and December 31, 2013, the Company has applied a valuation allowance against its deferred tax assets net of the expected income from the reversal of the deferred tax liabilities.

For tax years 2006 to 2010, the Company received an aggregate amount of cash totaling $1,506,596 representing Federal and State of Hawaii tax credits in connection with qualified research expenditures incurred. The tax credits were created to encourage taxpayers to design, develop, and/or improve products, processes, techniques, formulas or software and intended to reward programs that pursue innovation in the State of Hawaii. The tax credits are reflected in the Statements of Operations.

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Warrants

3 Months Ended

Mar. 31, 2014

Warrants

Warrants

NOTE 8 – WARRANTS

The following is a summary of the Company’s warrant activity:

	Warrants			Weighted average exercise price		Weighted average remaining contractual term in years		Aggregate intrinsic value
Outstanding January 1, 2013		3,693,971		$	0.450		4.81	$	-
Exercisable January 1, 2013		3,693,971		$	0.450		4.81	$	-
Granted		-
Exercised		-
Forfeited		(298,138	)
Outstanding December 31, 2013		3,395,833		$	0.450		5.28	$	-
Exercisable December 31, 2013		3,395,833		$	0.450		5.28	$	-
Canceled		(3,395,833	)
Granted		28,405,782
Exercised		-
Forfeited		-
Outstanding March 31, 2014		28,405,782		$	0.653		5.00	$	-
Exercisable March 31, 2014		27,705,782		$	0.625		4.94	$	-

Under ASC No. 718, the Company estimates the fair value of warrants granted on each grant date using the Black-Scholes option valuation model. The fair value of warrants issued with debt is recorded as a debt discount and amortized over the life of the debt. The range of fair value assumptions related to warrants outstanding as of March 31, 2014 and December 31, 2013, were as follows:

	March 31, 2014			December 31, 2013
Dividend yield		0.0	%		0.0	%
Risk-free rate		0.12% - 0.66	%		0.62% - 4.59	%
Expected volatility		112% - 159	%		108% - 167	%
Expected term		1.0 - 2.5 years			2.5 - 10.0 years

The expected volatility was calculated based on the historical volatilities of publicly traded peer companies, determined by the Company. The risk free interest rate used was based on the U.S. Treasury constant maturity rate in effect at the time of grant for the expected term of the warrants to be valued. The expected dividend yield was zero, as the Company does not anticipate paying a dividend within the relevant time frame. The expected warrant term is the life of the warrant.

The Company recognized $5,217,979 in stock based compensation expense during the three-month period ended March 31, 2014 and for the period from inception to March 31, 2014. Warrants issued prior to February 7, 2014, were issued in conjunction with the origination of notes payable and were accounted for as a discount on the related notes. See Note 6 for the expense associated with the issuance of these warrants.

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Related Party Transactions

3 Months Ended

Mar. 31, 2014

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 9 – RELATED PARTY TRANSACTIONS

Consulting agreement

As part of consulting agreements, a director provided consulting services to the Company. The Company incurred $64,615, $0, and $481,846 in consulting fees to this director for the three-month periods ended March 31, 2014 and 2013 and for the period from inception to March 31, 2014, respectively. Amounts payable under these agreements were $210,212 and $216,000 as of March 31, 2014 and December 31, 2013, respectively.

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Research Grant Income

3 Months Ended

Mar. 31, 2014

Research Grant Income

Research Grant Income

NOTE 11 – RESEARCH GRANT INCOME

During the years ended December 31, 2009 to 2011 the Company was awarded grants totaling $1,179,646 from the National Institutes of Health to fund research costs and support the Company’s development program by paying for inventory critical to the manufacturing of its product candidates. The grant included an allocation for indirect costs equal to 40% of the Company’s costs incurred exclusive of subcontractor costs.

The grant was used to pay for inventory of $752,634, subcontractor costs of $60,000, salaries and benefits allocable to research of $42,234, and $4,880 for miscellaneous costs such as supplies. Additionally, $319,898 was allocated as indirect costs.

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Property and Equipment, Net (Details Narrative) (USD $)	3 Months Ended		96 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,728	$ 536	$ 1,256,591

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Research Grant Income (Details Narrative) (USD $)	3 Months Ended	24 Months Ended
	Mar. 31, 2014	Dec. 31, 2011
Research Grant Income
Awards granted to fund research costs		$ 1,179,646
Percentage of fund allocated for indirect cost	40.00%
Inventory cost	752,634
Subcontractor costs	60,000
Salaries and benefits allocable to research	42,234
Miscellaneous costs	4,880
Indirect costs	$ 319,898

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Basis of Presentation (Tables)

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Reverse Acquisition Accounting

Accordingly, the effect of the Acquisition on the shareholders’ equity opening balances for common shares, par value and additional paid-in capital has been retroactively adjusted as shown below:

	Common Stock $0.001 Par Value				Additional
	Shares		Amount		Paid-In Capital
Balance, December 31, 2013, pre-reverse acquisition		9,488,227	$	9,488	$	19,891,702
Share exchange adjustment		23,740,866		23,741		(23,741	)
Balance, December 31, 2013, post-reverse acquisition		33,229,093	$	33,229	$	19,867,961

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Stock Option Plans (Tables)

3 Months Ended

Mar. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Stock Option Activity

A summary of stock option activity is as follows:

	Options			Weighted average exercise price		Weighted average remaining contractual term in years		Aggregate intrinsic value
Outstanding January 1, 2013		15,290,486		$	0.07		3.89	$	358,662
Exercisable January 1, 2013		14,524,861		$	0.07		3.75	$	332,052
Granted		-
Exercised		-
Forfeited		-
Outstanding December 31, 2013		15,290,486		$	0.07		3.89	$	305,810
Exercisable December 31, 2013		15,290,486		$	0.07		3.89	$	290,497
Canceled		(15,290,486	)
Granted		27,756,821-
Exercised		-
Forfeited		-
Outstanding March 31, 2014		27,756,821		$	0.51		4.74	$	2,376,896
Exercisable March 31, 2014		18,980,238		$	0.45		4.39	$	2,376,896

Schedule of Non-vested Shares Granted Under Stock Option Plan

A summary of the Company’s non-vested options for the three-month period ended March 31, 2014 and for the year ended December 31, 2013 is presented below:

Non-vested at January 1, 2013	765,625
Granted	-
Vested	(765,625	)
Forfeited	-
Non-vested at December 31, 2013	-
Granted	27,756,821
Vested	(18,980,238	)
Forfeited	-
Non-vested at March 31, 2014	8,776, 583

Schedule of Fair Value Assumptions

The range of fair value assumptions related to options outstanding as of March 31, 2014, and December 31, 2013, were as follows:

	March 31, 2014			December 31, 2013
Dividend yield		0.0	%		0.0	%
Risk-free rate		0.12% - 1.47	%		0.92% - 5.15	%
Expected volatility		116% - 170	%		116% - 170	%
Expected term		1.1 - 5.5 years			2.5 - 7.5 years

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Related Party Transactions (Details Narrative) (USD $)	3 Months Ended		96 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014	Dec. 31, 2013
Related Party Transactions Details Narrative
Consulting fees to director	$ 64,615	$ 0	$ 481,846
Accounts payble	$ 210,212		$ 210,212	$ 216,000

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Long-Term Notes Payable, Net - Summary of Debt Discount (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Debt Disclosure [Abstract]
Balance	$ 4,592	$ 288,439
Amortization of debt discount	(4,592)	(60,581)
Balance		$ 4,592

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended		96 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Cash flows from operating activities:
Net loss	$ (11,284,929)	$ (594,292)	$ (44,182,586)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	7,505	8,242	1,430,731
Stock based compensation	9,104,625	3,615	10,704,092
Discount amortization	4,592	32,144	1,653,044
Net loss on sale of assets			(28,648)
Loss on abandonment of patents			57,847
Changes in assets and liabilities:
Deposits and other assets	2,356	29,823	(91,864)
Prepaid expenses	(46,884)	5,024	(46,379)
Inventory			(986,674)
Accrued payroll and payroll related expenses	(266,854)	243,727	3,383,917
Accounts payable	(97,449)	(21,783)	584,870
Accrued interest	(101,553)	117,199	1,022,977
Fees payable to directors	(43,750)	(9,262)	424,796
Patent license payable		(5,833)	20,000
Other current liabilities	(12,613)	(4,420)
Employee settlement			50,000
Net cash used in operating activities	(2,734,954)	(195,816)	(26,003,877)
Cash flows from investing activities:
Purchases of property and equipment			(976,850)
Proceeds from sale of property and equipment			112,759
Expenditures on patents	(1,292)	(10,464)	(652,259)
Net cash used in investing activities	(1,292)	(10,464)	(1,516,350)
Cash flows from financing activities:
Proceeds from the issuance of common stock	3,923,100		5,504,375
Proceeds from the issuance of series A preferred stock			6,714,860
Proceeds from the issuance of series B preferred stock			7,259,402
Proceeds from the exercise of stock options			2,663
Proceeds from the issuances of notes payable	2,076,000	304,721	15,792,167
Repayment of principal on notes payable	(550,408)		(4,818,384)
Net cash provided by financing activities	5,448,692	304,721	30,455,083
NET INCREASE IN CASH	2,712,446	98,441	2,934,856
Cash at the beginning of the period	222,410	7,799
Cash at the end of the period	2,934,856	106,240	2,934,856
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Issuance of stock for property and equipment			388,165
Issuance of stock for deposits and other assets			14,885
Conversion of convertible notes payable to common stock			743,990
Issuance of common stock warrants		358,003	1,653,044
Conversion of notes payable to common stock	11,125,167		11,125,167
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$ 188,382		$ 227,768

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Intangible Assets, Net

3 Months Ended

Mar. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

NOTE 5 – INTANGIBLE ASSETS, net

Intangible assets, net, consists of the following as of:

	March 31, 2014			December 31, 2013
Patents	$	594,412		$	593,120
Less accumulated amortization		(174,140	)		(168,363	)
Total intangible assets, net	$	420,272		$	424,757

Patents are amortized straight-line over a period of fifteen years. Amortization expense was $5,777, $7,706, and $174,140, for the three-month periods ended March 31, 2014 and 2013, and for the period from inception to March 31, 2014, respectively.

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Warrants (Tables)

3 Months Ended

Mar. 31, 2014

Warrants

Schedule of Stock Warrants Activity

The following is a summary of the Company’s warrant activity:

	Warrants			Weighted average exercise price		Weighted average remaining contractual term in years		Aggregate intrinsic value
Outstanding January 1, 2013		3,693,971		$	0.450		4.81	$	-
Exercisable January 1, 2013		3,693,971		$	0.450		4.81	$	-
Granted		-
Exercised		-
Forfeited		(298,138	)
Outstanding December 31, 2013		3,395,833		$	0.450		5.28	$	-
Exercisable December 31, 2013		3,395,833		$	0.450		5.28	$	-
Canceled		(3,395,833	)
Granted		28,405,782
Exercised		-
Forfeited		-
Outstanding March 31, 2014		28,405,782		$	0.653		5.00	$	-
Exercisable March 31, 2014		27,705,782		$	0.625		4.94	$	-

Schedule of Fair Value Assumptions Related To Warrants Outstanding

The range of fair value assumptions related to warrants outstanding as of March 31, 2014 and December 31, 2013, were as follows:

	March 31, 2014			December 31, 2013
Dividend yield		0.0	%		0.0	%
Risk-free rate		0.12% - 0.66	%		0.62% - 4.59	%
Expected volatility		112% - 159	%		108% - 167	%
Expected term		1.0 - 2.5 years			2.5 - 10.0 years

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Long-Term Notes Payable, Net (Details Narrative) (USD $)	3 Months Ended		96 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014	Dec. 31, 2013
Debt Disclosure [Abstract]
Interest expense	$ 112,450	$ 113,415	$ 2,773,377
Accrued interest				657,092
Percentage of difference subsequent to conversion of fair value of notes	10.00%
Notes payable, current portion, net of discount	0		0	4,592
Discount amortization	$ 4,592	$ 32,144	$ 1,653,044

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Commitments

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments

NOTE 15 – COMMITMENTS

Patent payable

As part of the formation of the Company, a patent license was transferred to the Company. The original license began in 2006. Under the terms of the license the Company agrees to pay $10,000 per year through 2015 and royalties of 2% on any revenues resulting from the license. There were no revenues generated by this license during the three month periods ended March 31, 2014 and 2013 and for the period from inception to March 31, 2014. The remaining obligation of $20,000 as of March 31, 2014 and December 31, 2013, respectively, is recorded as patent license payable on the balance sheet.

Employee settlement

As of March 31, 2014 and December 31, 2013, the Company owed a former employee a settlement payable in the amount of $50,000 for accrued vacation benefits. As part of the settlement, a stock option previously granted to the former employee was fully vested and extended.

License and agreements

In November 2006, the Company entered into a joint development and supply agreement with the supplier of all of its inventory. Under the agreement, the Company granted the supplier a non-exclusive world-wide license, with an option to convert the license to an exclusive license, to use the Company’s rights related to the development and commercialization of human nutraceutical astaxanthin products. In 2013, license was converted to an exclusive license. The Company is to receive specified royalties based on future net sales of such human nutraceutical astaxanthin products. No royalties were realized from this agreement during the three-month periods ended March 31, 2014 and 2013 and for the period from inception to March 31, 2014.

In February 2012, the Company entered into a licensing agreement granting a company worldwide exclusive rights to certain monoclonal antibodies against paclitaxel and tangible property relating to assay kits to detect various anti-cancer compounds, including manufacturing and technical know-how. The Company is to receive payments upon attaining certain milestones and royalties based on future net sales of products utilizing the licensed technology. The Company recognized $10,000 of fee revenue during the period from inception to March 31, 2014 from this agreement.