SEC Comment Letter for CARDAX, INC. (CIK 0001544238) — May 21, 2020
CARDAX, INC. (CIK 0001544238)
Date: May 21, 2020 · CIK: 0001544238 · Accession: 0000000000-20-004559
AI Filing Summary & Sentiment
File numbers found in text: 333-181719
Letter
United States securities and exchange commission logo May 21, 2020 David G. Watumill President and Chief Executive Officer CARDAX, INC. 2800 Woodlawn Drive Suite 129 Honolulu, Hawaii 96822 Re:CARDAX, INC. Form 10-K for the Fiscal Year Ended December 31, 2019 Filed March 30, 2020 File No. 333-181719 Dear Mr. Watumill: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2019 Item 9A. Controls and Procedures Disclosure Controls and Procedures, page 54 1.Please revise to include the disclosures required by Item 307 of Regulation S-K. Please also tell us how the omission of these required disclosures impacts your conclusion with respect to the effectiveness of the disclosure controls and procedures as of December 31, 2019. Notes to the Consolidated Financial Statements Note 2- Summary of Significant Accounting Policies Research and development, page F-11 2.You state on page 16 that compensation of your research and development personnel are included as a component of salaries and wages in the consolidated statements of
FirstName LastNameDavid G. Watumill Comapany NameCARDAX, INC. May 21, 2020 Page 2 FirstName LastName David G. Watumill CARDAX, INC. May 21, 2020 Page 2 operations. Your disclosure appears to conflict with your accounting policy on page F-11 and ASC 730-10-25-2b. Please clarify for us how your accounting policy complies with ASC 730-10-25 and revise as necessary. In addition, please revise your Management's Discussion and Analysis to separately discuss the reasons for significant changes in research and development expenses in the statements of operations. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Mary Mast at (202) 551-3613 or Dan Gordon at (202) 551-3486 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Life Sciences
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United States securities and exchange commission logo
May 21, 2020
David G. Watumill
President and Chief Executive Officer
CARDAX, INC.
2800 Woodlawn Drive Suite 129
Honolulu, Hawaii 96822
Re:CARDAX, INC.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 30, 2020
File No. 333-181719
Dear Mr. Watumill:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Item 9A. Controls and Procedures
Disclosure Controls and Procedures, page 54
1.Please revise to include the disclosures required by Item 307 of Regulation S-K. Please
also tell us how the omission of these required disclosures impacts your conclusion with
respect to the effectiveness of the disclosure controls and procedures as of December 31,
2019.
Notes to the Consolidated Financial Statements
Note 2- Summary of Significant Accounting Policies
Research and development, page F-11
2.You state on page 16 that compensation of your research and development personnel are
included as a component of salaries and wages in the consolidated statements of
FirstName LastNameDavid G. Watumill
Comapany NameCARDAX, INC.
May 21, 2020 Page 2
FirstName LastName
David G. Watumill
CARDAX, INC.
May 21, 2020
Page 2
operations. Your disclosure appears to conflict with your accounting policy on page F-11
and ASC 730-10-25-2b. Please clarify for us how your accounting policy complies with
ASC 730-10-25 and revise as necessary. In addition, please revise your Management's
Discussion and Analysis to separately discuss the reasons for significant changes in
research and development expenses in the statements of operations.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Mary Mast at (202) 551-3613 or Dan Gordon at (202) 551-3486 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Life Sciences