UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q



(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.
















TABLE
OF CONTENTS



|                                                                                                   |  | Page
|-------------------------------------------------------------------------------------------------- |  | ----
|PART
    I. FINANCIAL INFORMATION                                                                  |  |     
|Item
    1. Financial Statements.                                                                  |  | F-1 
|Item
    2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |  | 4   
|Item
    3. Quantitative and Qualitative Disclosures About Market Risk.                            |  | 7   
|Item
    4. Controls and Procedures.                                                               |  | 7   
|                                                                                                   |  |     
|PART
    II. OTHER INFORMATION                                                                     |  |     
|Item
    1. Legal Proceedings.                                                                     |  | 8   
|Item
    1A. Risk Factors.                                                                         |  | 8   
|Item
    2. Unregistered Sales of Equity Securities and Use of Proceeds                            |  | 8   
|Item
    3. Defaults Upon Senior Securities.                                                       |  | 8   
|Item
    4. Mine Safety Disclosures.                                                               |  | 8   
|Item
    5. Other Information.                                                                     |  | 8   
|Item
    6. Exhibits.                                                                              |  | 8   



2







SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS



There
are statements in this quarterly report that are not historical facts. These “forward-looking statements” can be identified
by use of terminology such as “anticipate,” “believe,” “estimate,” “expect,” “hope,”
“intend,” “may,” “plan,” “positioned,” “project,” “propose,”
“should,” “strategy,” “will,” or any similar expressions. You should be aware that these forward-looking
statements are subject to risks and uncertainties that are beyond our control. Although we believe that our assumptions underlying
such forward-looking statements are reasonable, we do not guarantee our future performance, and our actual results may differ
materially from those contemplated by these forward-looking statements. Our assumptions used for the purposes of the forward-looking
statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible
changes in economic, legislative, industry, and other circumstances, including the development, acceptance and sales of our products
and our ability to raise additional funding sufficient to implement our strategy. As a result, the identification and interpretation
of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require
the exercise of judgment. In light of these numerous risks and uncertainties, we cannot provide any assurance that the results
and events contemplated by our forward-looking statements contained in this quarterly report will in fact transpire. These
forward-looking statements are not guarantees of future performance. You are cautioned to not place undue reliance on these forward-looking
statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking
statements.



3







PART
I. FINANCIAL INFORMATION



Item
1. Financial Statements.



Condensed Consolidated
Financial Statements



Cardax, Inc., and
Subsidiary

(A Development Stage
Entity)



March 31, 2014 and 2013



|Contents                                                     |  | Page
|------------------------------------------------------------ |  | ----
|                                                             |  |     
|Condensed consolidated financial statements:                 |  |     
|                                                             |  |     
|Condensed
    consolidated balance sheets                    |  | F-2 
|                                                             |  |     
|Condensed
    consolidated statements of operations          |  | F-3 
|                                                             |  |     
|Condensed
    consolidated statements of cash flows          |  | F-4 
|                                                             |  |     
|Condensed
    consolidated notes to the financial statements |  | F-5 



F-1







Cardax,
Inc., and Subsidiary

(A Development Stage Entity)



CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                                     |  | March 31, 2014 |             |   | December 31, 2013 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------- | ----------- | - | ----------------- | -
|                                                                                                                                                                                     |  |                | (Unaudited) |   |                   |  
|ASSETS                                                                                                                                                                               |  |                |             |   |                   |  
|                                                                                                                                                                                     |  |                |             |   |                   |  
|CURRENT ASSETS                                                                                                                                                                       |  |                |             |   |                   |  
|Cash                                                                                                                                                                                 |  | $              | 2,934,856   |   |                   | $
|Inventory                                                                                                                                                                            |  |                | 986,674     |   |                   |  
|Deposits and other assets                                                                                                                                                            |  |                | 91,864      |   |                   |  
|Prepaid expenses                                                                                                                                                                     |  |                | 61,264      |   |                   |  
|                                                                                                                                                                                     |  |                |             |   |                   |  
|Total current assets                                                                                                                                                                 |  |                | 4,074,658   |   |                   |  
|                                                                                                                                                                                     |  |                |             |   |                   |  
|NON-CURRENT ASSETS                                                                                                                                                                   |  |                |             |   |                   |  
|Property and equipment, net                                                                                                                                                          |  |                | 24,312      |   |                   |  
|Intangible assets, net                                                                                                                                                               |  |                | 420,272     |   |                   |  
|                                                                                                                                                                                     |  |                |             |   |                   |  
|Total non-current assets                                                                                                                                                             |  |                | 444,584     |   |                   |  
|                                                                                                                                                                                     |  |                |             |   |                   |  
|TOTAL ASSETS                                                                                                                                                                         |  | $              | 4,519,242   |   |                   | $
|                                                                                                                                                                                     |  |                |             |   |                   |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                 |  |                |             |   |                   |  
|                                                                                                                                                                                     |  |                |             |   |                   |  
|CURRENT LIABILITIES                                                                                                                                                                  |  |                |             |   |                   |  
|Accrued payroll and payroll related expenses                                                                                                                                         |  | $              | 3,507,726   |   |                   | $
|Notes payable, current portion, net of discount of $0 and
    $4,592 as of March 31, 2014 and December 31, 2013, respectively                                                        |  |                | -           |   |                   |  
|Accounts payable                                                                                                                                                                     |  |                | 584,869     |   |                   |  
|Accrued interest                                                                                                                                                                     |  |                | -           |   |                   |  
|Fees payable to directors                                                                                                                                                            |  |                | 424,796     |   |                   |  
|Employee settlement                                                                                                                                                                  |  |                | 50,000      |   |                   |  
|Patent license payable, current                                                                                                                                                      |  |                | 20,000      |   |                   |  
|Other current liabilities                                                                                                                                                            |  |                | -           |   |                   |  
|                                                                                                                                                                                     |  |                |             |   |                   |  
|Total current liabilities                                                                                                                                                            |  |                | 4,587,391   |   |                   |  
|                                                                                                                                                                                     |  |                |             |   |                   |  
|NON-CURRENT LIABILITIES                                                                                                                                                              |  |                |             |   |                   |  
|Patent license payable, less current portion                                                                                                                                         |  |                | -           |   |                   |  
|                                                                                                                                                                                     |  |                |             |   |                   |  
|Total non-current liabilities                                                                                                                                                        |  |                | -           |   |                   |  
|                                                                                                                                                                                     |  |                |             |   |                   |  
|COMMITMENTS AND CONTINGENCIES                                                                                                                                                        |  |                | -           |   |                   |  
|                                                                                                                                                                                     |  |                |             |   |                   |  
|Total liabilities                                                                                                                                                                    |  |                | 4,587,391   |   |                   |  
|                                                                                                                                                                                     |  |                |             |   |                   |  
|STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                                                                       |  |                |             |   |                   |  
|Preferred Series A - $0.001 par value; 0 and 40,118,013 shares authorized,
    issued, and outstanding as of March 31, 2014 and December 31, 2013, respectively                      |  |                | -           |   |                   |  
|                                                                                                                                                                                     |  |                |             |   |                   |  
|Preferred Series B - $0.001 par value; 0 and 55,555,555 shares authorized,
    0 and 20,237,459 issued and outstanding as of March 31, 2014 and December 31, 2013, respectively      |  |                | -           |   |                   |  
|                                                                                                                                                                                     |  |                |             |   |                   |  
|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      |   |                   |  
|Additional paid-in-capital                                                                                                                                                           |  |                | 44,051,583  |   |                   |  
|Deficit accumulated during the development
    stage                                                                                                                                 |  |                | (44,182,586 | ) |                   |  
|                                                                                                                                                                                     |  |                |             |   |                   |  
|Total stockholders’ equity (deficit)                                                                                                                                                 |  |                | (68,149     | ) |                   |  
|                                                                                                                                                                                     |  |                |             |   |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                                                 |  | $              | 4,519,242   |   |                   | $
|                                                                                                                                                                                     |  |                |             |   |                   |  
|*December 31, 2013, retroactively adjusted to reflect effects
    of the reverse acquisition transaction.                                                                            |  |                |             |   |                   |  



F-2







Cardax,
Inc., and Subsidiary

(A Development Stage
Entity)



CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS



For the



|                                                   |  |                    |             |   |                    |   |            | Period from     | 
|-------------------------------------------------- |  | ------------------ | ----------- | - | ------------------ | - | ---------- | --------------- | 
|                                                   |  |                    |             |   |                    |   |            | March 23, 2006, | 
|                                                   |  | Three-months ended |             |   | Three-months ended |   |            | (Inception) to  | 
|                                                   |  | March 31, 2014     |             |   | March 31, 2013     |   |            | March 31, 2014  | 
|                                                   |  | (Unaudited)        |             |   | (Unaudited)        |   |            | (Unaudited)     | 
|                                                   |  |                    |             |   |                    |   |            |                 | 
|REVENUES                                           |  | $                  | -           |   |                    | $ | -          |                 | 
|                                                   |  |                    |             |   |                    |   |            |                 | 
|OPERATING EXPENSES:                                |  |                    |             |   |                    |   |            |                 | 
|Stock based compensation                           |  |                    | 9,104,625   |   |                    |   | 3,615      |                 | 
|Selling, general, and administrative expenses      |  |                    | 1,797,969   |   |                    |   | 266,063    |                 | 
|Research and development                           |  |                    | 250,234     |   |                    |   | 170,319    |                 | 
|Depreciation and amortization                      |  |                    | 7,505       |   |                    |   | 8,242      |                 | 
|                                                   |  |                    |             |   |                    |   |            |                 | 
|Total operating expenses                           |  |                    | 11,160,333  |   |                    |   | 448,239    |                 | 
|                                                   |  |                    |             |   |                    |   |            |                 | 
|Loss from operations                               |  |                    | (11,160,333 | ) |                    |   | (448,239   | )               | 
|                                                   |  |                    |             |   |                    |   |            |                 | 
|OTHER INCOME (EXPENSES):                           |  |                    |             |   |                    |   |            |                 | 
|Interest income                                    |  |                    | 1,154       |   |                    |   | -          |                 | 
|Net loss on sale of assets                         |  |                    | -           |   |                    |   | -          |                 | 
|Research grant income                              |  |                    | -           |   |                    |   | -          |                 | 
|Gain on debt extinguishment                        |  |                    | -           |   |                    |   | -          |                 | 
|Federal and state tax credits                      |  |                    | -           |   |                    |   | -          |                 | 
|Dividend income                                    |  |                    | -           |   |                    |   | -          |                 | 
|Other expenses, net                                |  |                    | (8,708      | ) |                    |   | (494       | )               | 
|Interest expense                                   |  |                    | (117,042    | ) |                    |   | (145,559   | )               | 
|                                                   |  |                    |             |   |                    |   |            |                 | 
|Total other expenses                               |  |                    | (124,596    | ) |                    |   | (146,053   | )               | 
|                                                   |  |                    |             |   |                    |   |            |                 | 
|Loss before the provision for income taxes         |  |                    | (11,284,929 | ) |                    |   | (594,292   | )               | 
|                                                   |  |                    |             |   |                    |   |            |                 | 
|PROVISION FOR INCOME TAXES, net                    |  |                    | -           |   |                    |   | -          |                 | 
|                                                   |  |                    |             |   |                    |   |            |                 | 
|NET LOSS                                           |  | $                  | (11,284,929 | ) |                    | $ | (594,292   | )               | 
|                                                   |  |                    |             |   |                    |   |            |                 | 
|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 |                 | 



F-3







Cardax,
Inc., and Subsidiary

(A Development Stage
Entity)



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



For the



|                                                                                  |  |                    |             |   |                    |   |          | Period from     | 
|--------------------------------------------------------------------------------- |  | ------------------ | ----------- | - | ------------------ | - | -------- | --------------- | 
|                                                                                  |  |                    |             |   |                    |   |          | March 23, 2006, | 
|                                                                                  |  | Three-months ended |             |   | Three-months ended |   |          | (Inception) to  | 
|                                                                                  |  | March 31, 2014     |             |   | March 31, 2013     |   |          | March 31, 2014  | 
|                                                                                  |  | (Unaudited)        |             |   | (Unaudited)        |   |          | (Unaudited)     | 
|Cash flows from operating activities:                                             |  |                    |             |   |                    |   |          |                 | 
|Net loss                                                                          |  | $                  | (11,284,929 | ) |                    | $ | (594,292 | )               | 
|Adjustments to reconcile net income to net cash used in operating
    activities: |  |                    |             |   |                    |   |          |                 | 
|Depreciation and amortization                                                     |  |                    | 7,505       |   |                    |   | 8,242    |                 | 
|Stock based compensation                                                          |  |                    | 9,104,625   |   |                    |   | 3,615    |                 | 
|Discount amortization                                                             |  |                    | 4,592       |   |                    |   | 32,144   |                 | 
|Net loss on sale of assets                                                        |  |                    | -           |   |                    |   | -        |                 | 
|Loss on abandonment of patents                                                    |  |                    | -           |   |                    |   | -        |                 | 
|Changes in assets and liabilities:                                                |  |                    |             |   |                    |   |          |                 | 
|Deposits and other assets                                                         |  |                    | 2,356       |   |                    |   | 29,823   |                 | 
|Prepaid expenses                                                                  |  |                    | (46,884     | ) |                    |   | 5,024    |                 | 
|Inventory                                                                         |  |                    | -           |   |                    |   | -        |                 | 
|Accrued payroll and payroll related expenses                                      |  |                    | (266,854    | ) |                    |   | 243,727  |                 | 
|Accounts payable                                                                  |  |                    | (97,449     | ) |                    |   | (21,783  | )               | 
|Accrued interest                                                                  |  |                    | (101,553    | ) |                    |   | 117,199  |                 | 
|Fees payable to directors                                                         |  |                    | (43,750     | ) |                    |   | (9,262   | )               | 
|Patent license payable                                                            |  |                    | -           |   |                    |   | (5,833   | )               | 
|Other current liabilities                                                         |  |                    | (12,613     | ) |                    |   | (4,420   | )               | 
|Employee settlement                                                               |  |                    | -           |   |                    |   | -        |                 | 
|                                                                                  |  |                    |             |   |                    |   |          |                 | 
|Net cash used in operating activities                                             |  |                    | (2,734,954  | ) |                    |   | (195,816 | )               | 
|                                                                                  |  |                    |             |   |                    |   |          |                 | 
|Cash flows from investing activities:                                             |  |                    |             |   |                    |   |          |                 | 
|Purchases of property and equipment                                               |  |                    | -           |   |                    |   | -        |                 | 
|Proceeds from sale of property and equipment                                      |  |                    | -           |   |                    |   | -        |                 | 
|Expenditures on patents                                                           |  |                    | (1,292      | ) |                    |   | (10,464  | )               | 
|                                                                                  |  |                    |             |   |                    |   |          |                 | 
|Net cash used in investing activities                                             |  |                    | (1,292      | ) |                    |   | (10,464  | )               | 
|                                                                                  |  |                    |             |   |                    |   |          |                 | 
|Cash flows from financing activities:                                             |  |                    |             |   |                    |   |          |                 | 
|Proceeds from the issuance of common stock                                        |  |                    | 3,923,100   |   |                    |   | -        |                 | 
|Proceeds from the issuance of series A preferred stock                            |  |                    | -           |   |                    |   | -        |                 | 
|Proceeds from the issuance of series B preferred stock                            |  |                    | -           |   |                    |   | -        |                 | 
|Proceeds from the exercise of stock options                                       |  |                    | -           |   |                    |   | -        |                 | 
|Proceeds from the issuances of notes payable                                      |  |                    | 2,076,000   |   |                    |   | 304,721  |                 | 
|Repayment of principal on notes payable                                           |  |                    | (550,408    | ) |                    |   | -        |                 | 
|                                                                                  |  |                    |             |   |                    |   |          |                 | 
|Net cash provided by financing activities                                         |  |                    | 5,448,692   |   |                    |   | 304,721  |                 | 
|                                                                                  |  |                    |             |   |                    |   |          |                 | 
|NET INCREASE IN CASH                                                              |  |                    | 2,712,446   |   |                    |   | 98,441   |                 | 
|                                                                                  |  |                    |             |   |                    |   |          |                 | 
|Cash at the beginning of the period                                               |  |                    | 222,410     |   |                    |   | 7,799    |                 | 
|                                                                                  |  |                    |             |   |                    |   |          |                 | 
|Cash at the end of the period                                                     |  | $                  | 2,934,856   |   |                    | $ | 106,240  |                 | 
|                                                                                  |  |                    |             |   |                    |   |          |                 | 
|NON-CASH FINANCING AND INVESTING ACTIVITIES:                                      |  |                    |             |   |                    |   |          |                 | 
|                                                                                  |  |                    |             |   |                    |   |          |                 | 
|Issuance of stock for property and equipment                                      |  | $                  | -           |   |                    | $ | -        |                 | 
|Issuance of stock for deposits and other assets                                   |  | $                  | -           |   |                    | $ | -        |                 | 
|Conversion of convertible notes payable to common stock                           |  | $                  | -           |   |                    | $ | -        |                 | 
|Issuance of common stock warrants                                                 |  | $                  | -           |   |                    | $ | 358,003  |                 | 
|Conversion of notes payable to common stock                                       |  | $                  | 11,125,167  |   |                    | $ | -        |                 | 
|                                                                                  |  |                    |             |   |                    |   |          |                 | 
|SUPPLEMENTAL DISCLOSURES:                                                         |  |                    |             |   |                    |   |          |                 | 
|                                                                                  |  |                    |             |   |                    |   |          |                 | 
|Cash paid for interest                                                            |  | $                  | 188,382     |   |                    | $ | -        |                 | 





F-4







Cardax,
Inc., and Subsidiary

(A Development Stage
Entity)



NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS



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.



F-5







NOTE 1 – COMPANY BACKGROUND (continued)



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.



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.



F-6







NOTE 2 – BASIS OF PRESENTATION (continued)



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     |  
|Balance, December 31, 2013,
    pre-reverse acquisition  |  |                                  | 9,488,227  |  |            | $
|Share exchange adjustment                                |  |                                  | 23,740,866 |  |            |  
|Balance, December 31, 2013, post-reverse
    acquisition |  |                                  | 33,229,093 |  |            | $





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.



NOTE 3 – INVENTORY



Inventory consists of the following
as of:



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



F-7







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    |   |                   | $
|Leasehold improvements             |  |                | 153,161    |   |                   |  
|Information technology equipment   |  |                | 105,319    |   |                   |  
|Furniture and office equipment     |  |                | 78,678     |   |                   |  
|Software                           |  |                | 9,386      |   |                   |  
|                                   |  |                | 1,033,217  |   |                   |  
|Less accumulated depreciation      |  |                | (1,008,905 | ) |                   |  
|Total property and equipment, net  |  | $              | 24,312     |   |                   | $



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.



NOTE 5 – INTANGIBLE ASSETS, net



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



|                              |  | March 31, 2014 |          |   | December 31, 2013 |  
|----------------------------- |  | -------------- | -------- | - | ----------------- | -
|Patents                       |  | $              | 594,412  |   |                   | $
|Less accumulated amortization |  |                | (174,140 | ) |                   |  
|Total intangible assets, net  |  | $              | 420,272  |   |                   | $



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.



F-8







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.                                                                                                                                                                                                                                                                   |  | $              | - |  |                   | $
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                |   |  |                   |  
|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.                                                                                            |  |                | - |  |                   |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                |   |  |                   |  
|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. |  |                | - |  |                   |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                |   |  |                   |  
|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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                | - |  |                   |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                |   |  |                   |  
|Current maturities of long-term, net of discount                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                | - |  |                   |  
|Discount attributable to current maturities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                | - |  |                   |  
|Total current maturities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                | - |  |                   |  
|Long-term notes payable, less current maturities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | $              | - |  |                   | $



F-9







NOTE 6 – LONG-TERM NOTES PAYABLE, net
(continued)



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     |  | $ | -       |  



F-10







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                          | 
|Exercisable January 1, 2013   |  |         | 14,524,861  |   |                                                                                  | $ | 0.07 |                                                           |  |  | 3.75                          | 
|Granted                       |  |         | -           |   |                                                                                  |   |      |                                                           |  |  |                               | 
|Exercised                     |  |         | -           |   |                                                                                  |   |      |                                                           |  |  |                               | 
|Forfeited                     |  |         | -           |   |                                                                                  |   |      |                                                           |  |  |                               | 
|Outstanding December 31, 2013 |  |         | 15,290,486  |   |                                                                                  | $ | 0.07 |                                                           |  |  | 3.89                          | 
|Exercisable December 31, 2013 |  |         | 15,290,486  |   |                                                                                  | $ | 0.07 |                                                           |  |  | 3.89                          | 
|Canceled                      |  |         | (15,290,486 | ) |                                                                                  |   |      |                                                           |  |  |                               | 
|Granted                       |  |         | 27,756,821- |   |                                                                                  |   |      |                                                           |  |  |                               | 
|Exercised                     |  |         | -           |   |                                                                                  |   |      |                                                           |  |  |                               | 
|Forfeited                     |  |         | -           |   |                                                                                  |   |      |                                                           |  |  |                               | 
|Outstanding March 31, 2014    |  |         | 27,756,821  |   |                                                                                  | $ | 0.51 |                                                           |  |  | 4.74                          | 
|Exercisable March 31, 2014    |  |         | 18,980,238  |   |                                                                                  | $ | 0.45 |                                                           |  |  | 4.39                          | 



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.



F-11







NOTE 7 – STOCK OPTION PLANS (continued)



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                 | % |                   | 
|Risk-free rate      |  |                | 0.12%
    - 1.47    | % |                   | 
|Expected volatility |  |                | 116%
    - 170      | % |                   | 
|Expected term       |  |                | 1.1
    - 5.5 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.



F-12







NOTE 7 – STOCK OPTION PLANS (continued)



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.



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                 | % |                   | 
|Risk-free rate      |  |                | 0.12%
    - 0.66    | % |                   | 
|Expected volatility |  |                | 112%
    - 159      | % |                   | 
|Expected term       |  |                | 1.0
    - 2.5 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 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.



F-13







NOTE 8 – WARRANTS (continued)



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.



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.



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.



F-14







NOTE 10 – INCOME TAXES (continued)



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.



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.



F-15







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 | ) |                    | $
|Net loss attributable to common shareholders, diluted                                                       |  | $              | (11,284,929 | ) |                    | $
|Weighted-average shares used to compute net loss                                                            |  |                |             |   |                    |  
|per share attributable to common stockholders, basic                                                        |  |                | 50,346,094  |   |                    |  
|                                                                                                            |  |                |             |   |                    |  
|Dilutive effect of common stock options                                                                     |  |                | -           |   |                    |  
|                                                                                                            |  |                |             |   |                    |  
|Weighted-average shares used to compute net loss per share attributable to common
    stockholders, diluted |  |                | 50,346,094  |   |                    |  
|                                                                                                            |  |                |             |   |                    |  
|Net loss per share attributable to common stockholders,
    basic                                           |  | $              | (0.22       | ) |                    | $
|Net loss per share attributable to common stockholders,
    diluted                                         |  | $              | (0.22       | ) |                    | $



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 |  |                   | 
|Common stock warrants          |  |                | 28,405,782 |  |                   | 
|Total common stock equivalents |  |                | 47,386,020 |  |                   | 



F-16







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.



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.



F-17







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.



F-18







Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.







Explanatory
Note



Unless
otherwise noted, references in this Form 10-Q to “Cardax,” the “Company,” “we,” “our”
or “us” means Cardax, Inc., the registrant, and, unless the context otherwise requires, together with its wholly-owned
subsidiary, Cardax Pharma, Inc., a Delaware corporation (“Pharma”), and Pharma’s predecessor, Cardax
Pharmaceuticals, Inc., a Delaware corporation (“Holdings”).



Corporate
Overview and History



We
acquired Cardax Pharma, Inc. (“Pharma”) and its life science business through the merger of Cardax Acquisition,
Inc. (“Cardax Sub”), our wholly-owned transitory subsidiary (“Cardax Sub”), with and into
Pharma on February 7, 2014 (the “Merger”), and a stock purchase agreement. As a result of these transactions,
Pharma became our wholly-owned subsidiary. The only consideration that we paid under the stock purchase agreement and the Merger
was shares of our Common Stock. On May 31, 2013, Pharma acquired all of the assets and assumed all of the liabilities of Cardax
Pharmaceuticals, Inc. (“Holdings”). Accordingly, we have two predecessors: Pharma and Pharma’s predecessor,
Holdings. Prior to the February 7, 2014 effective date of the Merger, we operated under the name “Koffee Korner Inc.”
and our business was limited to a single location retailer of specialty coffee located in Houston, Texas. On the effective date
of the Merger, we divested our coffee business and now exclusively continue Pharma’s life sciences business. We currently
devote substantially all of our efforts to developing nutraceutical and pharmaceutical products that provide the anti-inflammatory
benefits of steroids or NSAIDs, but in certain cases, with the safety status of GRAS designation conferred by the FDA at certain
doses.



We
are a development stage company as defined in the Financial Accounting Standards Board’s Accounting Standards Codification
Topic No. 915, Development Stage Entities. We are devoting substantially all of our present efforts to establishing our
business. Our planned principal operations have not commenced and, accordingly, no revenue has been derived therefrom. We own
intellectual property that we are marketing in varying stages worldwide. Our initial revenue generating opportunities are from
our strategic alliance, including an exclusive license of our rights related to the development and commercialization of human
nutraceutical products containing or utilizing a nature-identical form of astaxanthin, which provides anti-inflammatory benefits
with an exceptional safety profile and global manufacturing capability. We also plan to pursue pharmaceutical applications of
astaxanthin and related compounds.



At
present we are not able to estimate if or when we will be able to generate sustained revenues. Our auditors have included in their
report on our financial statements a “going concern” explanatory paragraph; that is to say, our financial statements
have been prepared assuming that we will continue as a going concern. Given our recurring losses from operations, there is substantial
doubt of our ability to continue as a going concern.



Results
of Operations



Results
of Operations for the Three-Month Periods Ended March 31, 2014 and 2013, and for the Period from Inception to March 31, 2014:



The
following table reflects our operating results for the three-month periods ended March 31, 2014 and 2013, and for the period from
inception to March 31, 2014:



|Operating Summary       |  | Three-months ended  March 31,
    2014 |             |   | Three-months ended  March 31,
    2013 |   |          | Change |  |   | Inception to March 31, 2014 |  
|----------------------- |  | -------------------------------------- | ----------- | - | -------------------------------------- | - | -------- | ------ |  | - | --------------------------- | -
|Revenues                |  | $                                      | -           |   |                                        | $ | -        |        |  | $ | -                           |  
|Operating Expenses      |  |                                        | (11,160,333 | ) |                                        |   | (448,239 | )      |  |   | (10,712,094                 | )
|Net Operating Loss      |  |                                        | (11,160,333 | ) |                                        |   | (448,239 | )      |  |   | (10,712,094                 | )
|Other Income (Expenses) |  |                                        | (124,596    | ) |                                        |   | (146,053 | )      |  |   | (21,457                     | )
|Net Loss                |  | $                                      | (11,284,929 | ) |                                        | $ | (594,292 | )      |  | $ | (10,690,637                 | )



4









Operating
Summary



We
are a development stage company with limited operations and had revenues of $0, $0, and $92,903 for the three-month periods ended
March 31, 2014 and 2013, and for the period from inception to March 31, 2014, respectively. Revenues primarily consisted of sales
of assay kits for diagnostic research purposes unrelated to our primary life science business.



Operating
expenses were $11,160,333, $448,239, and $43,156,418 for the three-month periods ended March 31, 2014 and 2013, and the period
from inception through March 31, 2014, respectively. Operating expenses primarily consisted of services provided to the Company,
including payroll and consultation, for research and development, and administration. These expenses were paid in accordance with
agreements entered into with each consultant, employee, or service provider. Included in operating expenses were $9,104,625, $3,615,
and $10,704,092 in stock based compensation for the three-month periods ended March 31, 2014 and 2013, and for the period from
inception to March 31, 2014, respectively.



Other
expenses, net, were $124,596, $146,053, and $1,119,071 for the three-month periods ended March 31, 2014 and 2013, and the period
from inception to March 31, 2014, respectively. For the three-month periods ended March 31, 2014 and 2013, other expenses primarily
consisted of interest expense on notes payable of $117,042 and $145,559, respectively. For the period from inception to March
31, 2014, interest expense of $4,426,421 was primarily offset by research grant income of $1,179,646, gain on extinguishment of
debt of $786,945, and federal and state tax credits of $1,506,596. Included in interest expense were $4,592, $32,144, and $1,653,044
in amortization of notes payable discounts for the three-month periods ended March 31, 2014 and 2013, and for the period from
inception to March 31, 2014, respectively.



Liquidity
and Capital Resources



Since
our inception, we have sustained operating losses and have used cash raised by issuing securities in our operations. During the
three-month periods ended March 31, 2014 and 2013, and for the period from inception to March 31, 2014, we used cash in operating
activities of $2,734,954, $195,816, and $26,003,877, respectively, and incurred a net loss of $11,284,929, $594,292, and $44,182,586,
respectively.



We
require additional financing in order to continue to fund our operations, and pay existing and future liabilities and other obligations.
It is estimated that our limited available cash resources as of the date of this Quarterly Report on Form 10-Q, would be sufficient
to continue operations only through December 31, 2014. We cannot give any assurance that we will in the future be able to achieve
a level of profitability from the sale of future products or otherwise to sustain our operations. These conditions raise substantial
doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments to
reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities
that may result from the outcome of this uncertainty.



Any
inability to so obtain additional financing on acceptable terms will materially and adversely affect us, including requiring us
to significantly further curtail or cease business operations altogether.



Our
working capital and capital requirements at any given time depend upon numerous factors, including, but not limited to:



| | ● | the
                                         progress of research and development programs;                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                               
| | ● | the
                                         level of resources that we devote to the development of our technologies, patents, marketing
                                         and sales capabilities; and
| |   |                                                                                                                                                                                                               
| | ● | revenues
                                         from the sale of any products or license revenues and the cost of any production or other
                                         operating expenses.      



5







The
following is a summary of our cash flows provided by (used in) operating, investing and financing activities during the periods
indicated:



|Cash Flow
    Summary                     |  | Three-months
    ended  March 31, 2014 |            |   | Three-months
    ended March 31, 2013 |   |          | Inception
    to  March 31, 2014 | 
|----------------------------------------- |  | -------------------------------------- | ---------- | - | ------------------------------------- | - | -------- | -------------------------------- | 
|Net Cash Used in Operating Activities     |  | $                                      | (2,734,954 | ) |                                       | $ | (195,816 | )                                | 
|Net Cash Used in Investing Activities     |  |                                        | (1,292     | ) |                                       |   | (10,464  | )                                | 
|Net Cash Provided by Financing Activities |  |                                        | 5,448,692  |   |                                       |   | 304,721  |                                  | 
|Net Cash Increase for Period              |  |                                        | 2,712,446  |   |                                       |   | 98,441   |                                  | 
|Cash at Beginning of Period               |  |                                        | 222,410    |   |                                       |   | 7,799    |                                  | 
|Cash at End of Period                     |  | $                                      | 2,934,856  |   |                                       | $ | 106,240  |                                  | 



Cash
Flows from Operating Activities



During
the three-month periods ended March 31, 2014 and 2013, our operating activities primarily consisted of payments to, or accruals
for payments to, employees, directors, and consultants, for services related to research and development and administration. During
the period from inception to March 31,2014, our operating activities primarily consisted of payments to, or accruals for payments
to, employees, directors, consultants, contract research organizations, contract manufacturing organizations, academic institutions,
professional service providers, and landlords, for services and property leases related to research and development and administration.



Cash
Flows from Investing Activities



During
the three-month periods ended March 31, 2014 and 2013, and for the period from inception to March 31, 2014, our investing activities
were primarily related to purchases of property and equipment and expenditures related to patent development.



Cash
Flows from Financing Activities



During
the three-month periods ended March 31, 2014 and 2013, and for the period from inception to March 31, 2014, our financing activities
consisted of various transactions in which we raised proceeds through the issuance of debt, preferred stock, and common stock.
The increase in our financing activities was primarily attributable to our requirement to obtain significant amounts of capital
to support our operations prior to the commencement of a revenue stream or other liquidity events. Because of the nature of our
business, capital is required to support research and development costs, as well as, our normal operating costs.



Our
existing liquidity is not sufficient to fund our operations, anticipated capital expenditures, working capital and other financing
requirements for the foreseeable future. We will need to seek to obtain additional debt or equity financing, especially if we
experience downturns or cyclical fluctuations in our business that are more severe or longer than anticipated, or if we experience
significant increases in the cost of components and manufacturing, or increases in our expense levels resulting from being a publicly-traded
company. If we attempt to obtain additional debt or equity financing, we cannot assure you that such financing will be available
to us on favorable terms, or at all.



Off-Balance
Sheet Arrangements



There
are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.



6









Item
3. Quantitative and Qualitative Disclosures About Market Risk.



As
a smaller reporting company, we are not required to provide the information called for by this Item.



Item
4. Controls and Procedures.



Disclosure
Controls and Procedures



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Exchange Act Rule 15d-15(f). Under the supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial
reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures that (a) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (b) provide
reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance
with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance
with authorizations of the our management and directors; and (c) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial
statements. Based on our evaluation under the framework in Internal Control—Integrated Framework, our management concluded
that our internal control over financial reporting was not effective as of March 31, 2014.



In
light of the material weaknesses described below, additional analyses and other procedures were performed to ensure that the Company’s
condensed consolidated financial statements included in this Quarterly Report on Form 10-Q were prepared in accordance with generally
accepted accounting principles in the United States of America (“GAAP”). These measures included expanded quarter-end
closing procedures, the dedication of significant internal resources to scrutinize account analyses and reconciliations, and management’s
own internal reviews and efforts to remediate the material weaknesses in internal control over financial reporting described below.



Changes
in Internal Controls over Financial Reporting



Except
as described below, there were no changes in the Company’s internal control over financial reporting during the quarter
ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.



In-Process
Remediation Actions to Address the Internal Controls Weaknesses



Management
identified the following material weaknesses in the Company’s internal control over financial reporting as of March 31,
2014:



1.
Lack of a functioning audit committee. The Company lacks a majority of independent members and lacks a majority of outside
directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal
controls and procedures.



2.
Segregation of Duties. The Company has inadequate segregation of duties consistent with control objectives of having segregation
of the initiation of transactions, the recording of transactions and the custody of assets.



3.
Control activities relating to period end reporting. The Company has ineffective controls over period end financial disclosure
and reporting processes.



In
an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated,
or plan to initiate, the following series of measures:



We
will increase our personnel resources and technical accounting expertise within the accounting function when funds are available
to us. First, we will create a position to segregate duties consistent with control objectives of having separate individuals
perform (i) the initiation of transactions, (ii) the recording of transactions and (iii) the custody of assets. Second, we will
create a senior position to focus on financial reporting and standardizing and documenting our accounting procedures with the
goal of increasing the effectiveness of the internal controls in preventing and detecting misstatements of accounting information.
Third, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee
resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available
to us.



Management
believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee,
will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.



We
anticipate that these initiatives will be at least partially, if not fully, implemented within the next twelve months. However,
due to our small size and limited resources we could experience additional delays in implementation.



7







PART
II. OTHER INFORMATION



Item
1. Legal Proceedings.



From
time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business.
However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to
time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have
a material adverse effect on our business, financial condition or operating results.



Item
1A. Risk Factors.



As
a smaller reporting company, we are not required to provide the information called for by this Item.



Item
2. Unregistered Sales of Equity Securities and Use of Proceeds



None.



Item
3. Defaults Upon Senior Securities.



None.



Item
4. Mine Safety Disclosures.



Not
applicable.



Item
5. Other Information.



None.



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.     



8







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 15, 2014



| | CARDAX,
    INC.
| | ----------------
| |                 
| | By:             
| | Name:           
| | Title:          



9