Filed
Pursuant to Rule 424(b)(3)
Registration File
No. 333-218634
PROSPECTUS
7,649,968 Shares
Common Stock Offered by the Selling Stockholders
This prospectus
relates to resales by certain selling stockholders from time to
time of up to 7,649,968 shares of common stock, par value $0.001
per share, that we previously issued to the selling stockholders on
April 27, 2017 and May 24, 2017 in a private
placement.
The selling
stockholders may sell the shares of common stock described in this
prospectus in a number of different ways and at varying prices. We
provide more information about how the selling stockholders may
sell their shares of common stock in the section entitled
“Plan of Distribution” on page 7. The selling
stockholders will bear all commissions and discounts, if any,
attributable to the sale or disposition of the shares, or interests
therein. We will bear all costs, expenses and fees in connection
with the registration of the shares. We will not be paying any
underwriting discounts or commissions in this
offering.
We will not receive
any proceeds from the sale of the shares by the selling
stockholders.
Our common stock is
traded on the NASDAQ Capital Market under the symbol
“
CDXC.
”
On June 8, 2017, the closing sale
price of our common stock on the NASDAQ Capital Market was $3.59
per share. You are urged to obtain current market quotations for
our common stock.
A prospectus
supplement may add, update, or change information contained in this
prospectus. You should carefully read this prospectus, the
applicable prospectus supplement, and the information incorporated
by reference in this prospectus and the applicable prospectus
supplement before you make your investment decision.
Investing in our common stock involves certain risks. You should
carefully read and consider the section entitled “
Risk
Factors
” on page 5 and the risk
factors included in our periodic reports filed with the Securities
and Exchange Commission, in any applicable prospectus supplement
and in any other documents we file with the Securities and Exchange
Commission.
Neither the
Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the accuracy and adequacy of the disclosures in this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is June 21, 2017
TABLE OF CONTENTS
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We urge you to read
carefully this prospectus, together with the information
incorporated herein by reference as described under the heading
“
Where You Can Find
Additional Information,
”
before buying any of the securities being offered.
You should rely
only on the information contained or incorporated by reference in
this prospectus and the applicable prospectus supplement or in any
amendment to this prospectus. Neither we nor any selling
stockholder has authorized anyone to provide you with different
information, and if anyone provides, or has provided you, with
different or inconsistent information, you should not rely on it.
The selling stockholders are offering to sell, and seeking offers
to buy, shares of our common stock (“Common Stock”),
only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus, as well as the
information filed previously with the Securities and Exchange
Commission (the “SEC”), and incorporated herein by
reference, is accurate only as of the date of the document
containing the information, regardless of the time of delivery of
this prospectus or the applicable prospectus supplement or any sale
of our Common Stock.
A prospectus
supplement may add to, update or change the information contained
in this prospectus. You should read both this prospectus and the
applicable prospectus supplement together with additional
information described below under the heading
“
Where You Can Find Additional
Information.
”
In this
prospectus, references to the
“
Company,
”
“
ChromaDex,
”
“
registrant,
”
“
we,
”
“
us,
”
and
“
our
”
refer to ChromaDex Corporation. The
phrase
“
this
prospectus
”
refers to
this prospectus and any applicable prospectus supplement, unless
the context requires otherwise.
CAUTION
A
RY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus and
the documents incorporated by reference herein and therein contain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and
Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). These statements relate to future
events or to our future financial performance and involve known and
unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially
different from any future results, performances or achievements
expressed or implied by the forward-looking statements.
Forward-looking statements include, but are not limited to
statements about:
●
products and
services we may offer in the future;
●
the outcome and
impact of litigation;
●
the timing and
results of future regulatory filings;
●
the timing and
results of future clinical trials;
●
our ability to
collect from major customers;
●
our sales and
marketing strategy and capital outlook;
●
our estimates
regarding our capital requirements, future expenses and need for
additional financing; and
●
our use of the net
proceeds from this offering.
In some cases, you
can identify forward-looking statements by terms such as
“may,” “will,” “should,”
“could,” “would,” “expect,”
“plan,” “anticipate,”
“believe,” “estimate,”
“project,” “predict,”
“potential” and similar expressions (including their
use in the negative) intended to identify forward-looking
statements. These statements reflect our current views with respect
to future events and are based on assumptions and subject to risks
and uncertainties. Given these uncertainties, you should not place
undue reliance on these forward-looking statements. We discuss many
of these risks in greater detail in the documents incorporated by
reference herein, usually under the heading “Risk
Factors.” Also, these forward-looking statements represent
our estimates and assumptions only as of the date of the document
containing the applicable statement.
We qualify all of
the forward-looking statements in the foregoing documents by these
cautionary statements. Unless required by law, we undertake no
obligation to update or revise any forward-looking statements to
reflect new information or future events or developments. Thus, you
should not assume that our silence over time means that actual
events are bearing out as expressed or implied in such
forward-looking statements. Before deciding to purchase our Common
Stock, you should carefully consider the risk factors incorporated
by reference herein, in addition to the other information set forth
in this prospectus and in the documents incorporated by reference
herein.
This summary highlights important features of this offering and the
information included or incorporated by reference in this
prospectus. This summary does not contain all of the information
you should consider before investing in our Common Stock. You
should carefully read this prospectus, the applicable prospectus
supplement and the information incorporated by reference in this
prospectus and any applicable prospectus supplement before you
invest in our Common Stock.
ChromaDex Corporation
The business of
ChromaDex Corporation is conducted by our principal subsidiaries,
ChromaDex, Inc., Healthspan Research, LLC and ChromaDex Analytics,
Inc. The Company is a natural products company that discovers,
acquires, develops and commercializes patented and proprietary
ingredient technologies that address the dietary supplement, food,
beverage, skin care and pharmaceutical markets. With the recent
acquisition of Healthspan Research, LLC, the Company now has a
direct to consumer (“DTC”) product, which the Company
plans to further develop. Along with our ingredients segment that
includes our DTC business, the Company also has a core standards
and contract services segment, which focuses on natural product
fine chemicals (known as “phytochemicals”) and
chemistry and analytical testing services, and a regulatory
consulting segment. As a result of the Company’s
relationships with leading universities and research institutions,
the Company is able to discover and license early stage,
intellectual property-backed ingredient technologies. The Company
then utilizes our business to develop commercially viable
proprietary ingredients. The Company’s proprietary ingredient
portfolio is backed with clinical and scientific research, as well
as extensive intellectual property protection.
Private Placement
On April 26, 2017,
we entered into a Securities Purchase Agreement (as amended, the
“Purchase Agreement”) with certain purchasers named
therein (the “Purchasers”), pursuant to which we agreed
to sell and issue up to $25.0 million of our Common Stock at a
purchase price of $2.60 per share in three tranches of
approximately $3.5 million, $16.4 million and $5.1 million,
respectively. On April 27, 2017, the first tranche under the
Purchase Agreement closed, pursuant to which we issued 1,346,154
shares of Common Stock to the Purchasers at a purchase price of
$2.60 per share. On May 24, 2017, the second tranche under the
Purchase Agreement closed, pursuant to which we issued 6,303,814
shares of Common Stock to the Purchasers at a purchase price of
$2.60 per share. The shares of the Common Stock sold pursuant to
the Purchase Agreement (the “Shares”) are not
registered under the Securities Act of the 1933, as amended (the
“Securities Act”), or any state securities laws. We
have relied on the exemption from the registration requirements of
the Securities Act by virtue of Section 4(a)(2) thereof and Rule
506 of Regulation D thereunder. In connection with the
Purchasers’ execution of the Purchase Agreement, the
Purchasers represented to us that they are each an
“accredited investor” as defined in Regulation D of the
Securities Act and that the securities being purchased by them are
being acquired solely for their own account and for investment
purposes and not with a view to the future sale or distribution.
Ladenburg Thalmann & Co. Inc. acted as our sole placement agent
for the Shares sold pursuant to the Purchase
Agreement.
On April 29, 2017,
we entered into a Registration Rights Agreement with the Purchasers
(the “Registration Rights Agreement”). Pursuant to the
Registration Rights Agreement, the Company agreed to (i) file one
or more registration statements with the Securities and Exchange
Commission (the “SEC”) to cover the resale of the
Shares by the Purchasers, (ii) use its reasonable best efforts to
have all such registration statements declared effective within the
timeframes set forth in the Registration Rights Agreement, and
(iii) use its commercially reasonable efforts to keep such
registration statements effective during the timeframes set forth
in the Registration Rights Agreement. In the event that such
registration statements are not filed or declared effective within
the timeframes set forth in the Registration Rights Agreement, any
such effective registration statements subsequently become
unavailable, or the Purchasers are unable to sell the Shares
because the Company has failed to satisfy the current public
information requirement of Rule 144 under the Securities Act, the
Company would be required to pay liquidated damages to the
Purchasers equal to 1.0% of the aggregate purchase price per month
for each default (up to a maximum of 5% of such aggregate purchase
price).
The Registration
Statement of which this prospectus is a part relates to the resales
of the Shares issued to the selling stockholders in connection with
the first and second tranches under the Purchase
Agreement.
Our principal
executive offices are located at 10005 Muirlands Blvd. Suite G,
Irvine, California, 92618. Our telephone number is (949) 419-0288.
Our website is located at
www.chromadex.com
. The
information on our website is not part of this
prospectus.
The Offering
Common Stock
Offered by the Selling Stockholders
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7,649,968
shares
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Use of
Proceeds
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We will not receive
any proceeds from the sale of Shares in this offering by the
selling stockholders.
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NASDAQ Capital
Market Symbol
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CDXC
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An investment in
our Common Stock involves a high degree of risk. Prior to making a
decision about investing in our Common Stock, you should consider
carefully the specific risk factors discussed in the sections
entitled “Risk Factors” contained in our most recent
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as
filed with the SEC, which are incorporated in this prospectus by
reference in their entirety, as well as any amendment or updates to
our risk factors reflected in subsequent filings with the SEC,
including any prospectus supplement hereto. These risks and
uncertainties are not the only risks and uncertainties we face.
Additional risks and uncertainties not presently known to us, or
that we currently view as immaterial, may also impair our business.
If any of the risks or uncertainties described in our SEC filings
or any additional risks and uncertainties actually occur, our
business, financial condition, results of operations and cash flow
could be materially and adversely affected. In that case, the
trading price of our Common Stock could decline and you might lose
all or part of your investment.
The proceeds from
the sale of shares of Common Stock offered pursuant to this
prospectus are solely for the account of the selling stockholders.
We will not receive any proceeds from the sale of shares by the
selling stockholders.
The selling
stockholders, or their pledgees, assignees, or
successors-in-interest, are offering for resale, from time to time,
up to an aggregate of 7,649,968 shares of our Common Stock. The
Shares were issued by us in a private placement that closed in two
tranches, on April 27, 2017 and May 24, 2017. The following table
sets forth certain information with respect to beneficial ownership
of our Common Stock as of May 25, 2017 by the selling stockholders,
as determined in accordance with Rule 13d-3 of the Exchange Act.
This information has been obtained from the selling stockholders or
in Schedules 13G or 13D and other public documents filed with the
SEC.
Name of Selling Stockholder
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Number of Shares of Common Stock Beneficially Owned Prior to this
Offering(1)
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Number of Shares of Common Stock Being Offered(2)
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Number of Shares of Common Stock Beneficially Owned After this
Offering
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Champion River
Ventures Limited (3)
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4,589,980
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9.96
%
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4,589,980
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—
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*
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Pioneer Step
Holdings Limited (4)
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3,059,988
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6.64
%
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3,059,988
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—
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*
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*
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Less than
1%
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(1)
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“
Beneficial ownership
”
means that a person, directly or
indirectly, has or shares voting or investment power with respect
to a security or has the right to acquire such power within 60
days. The number of shares beneficially owned is determined as of
May 25, 2017, and the percentage is based upon 46,093,894 shares of
our Common Stock outstanding as of May 25, 2017.
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(2)
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Assumes sale of all
shares available for sale under this prospectus and no further
acquisitions of shares by the selling stockholders.
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(3)
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Based on beneficial
ownership reported on Schedule 13D filed with SEC on May 26, 2017,
(i) Champion River Ventures Limited (“Champion River”)
beneficially owned and had sole voting and dispositive power with
respect to 4,589,980 shares (the “Champion Shares”),
(ii) Prime Tech Global Limited (“Prime Tech”), by
virtue of being the sole shareholder of Champion River, may be
deemed to beneficially own and have sole voting and dispositive
power with respect to the Champion Shares, (iii) Mayspin Management
Limited (“Mayspin”), by virtue of being the sole
shareholder of Prime Tech, may be deemed to beneficially own and
have sole voting and dispositive power with respect to the Champion
Shares, and (iv) Li Ka Shing, by virtue of being the sole
shareholder of Mayspin, may be deemed to beneficially own and have
sole voting and dispositive power with respect to the Champion
Shares. In addition, as set forth in the Schedule 13D, pursuant to
a Securities Purchase Agreement dated April 26, 2017 (the
“Purchase Agreement”) between Champion River, Pioneer
Step Holdings Limited (“Pioneer Step”) and the Company,
until the final closing of the transactions contemplated by the
Purchase Agreement, each of Champion River and Pioneer Step may be
deemed to be members of a “group”, as defined in Rule
13d-5 of the Exchange Act and therefore may be deemed to
beneficially own the shares beneficially owned by each other solely
for such purposes. Each of Champion River, Prime Tech, Mayspin and
Li Ka Shing have disclaimed beneficial ownership of any Pioneer
Shares and the Champion Shares reported in the table do not include
any of the Pioneer Shares. The registered office address for
Champion River and Mayspin is Vistra Corporate Services Centre,
Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
and the registered office address for PrimeTech is P.O. Box 901,
East Asia Chambers, Road Town, Tortola, British Virgin Islands, and
the correspondence address for each of Champion River, PrimeTech,
and Mayspin is c/o 7/F, Cheung Kong Center, 2 Queen’s Road
Central, Hong Kong. The business address of Li Ka Shing is c/o 7/F,
Cheung Kong Center, 2 Queen’s Road Central, Hong Kong.
Pursuant to the Purchase Agreement, Champion River Ventures Limited
will have the right to nominate one member to the Company’s
Board of Directors following the Company’s 2017 Annual
Meeting of Stockholders.
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(4)
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Based on beneficial
ownership reported on Schedule 13D filed with SEC on May 26, 2017,
(i) Pioneer Step Holdings Limited (“Pioneer Step”)
beneficially owned and had sole voting and dispositive power with
respect to 3,059,988 shares (the “Pioneer Shares”) and
(ii) Chau Hoi Shuen Solina Holly, by virtue of being the sole
shareholder of Pioneer Step, may be deemed to beneficially own and
have sole voting and dispositive power with respect to the Pioneer
Shares. In addition, as set forth in the Schedule 13D, pursuant to
the Purchase Agreement, until the final closing of the transactions
contemplated by the Purchase Agreement, each of Pioneer Step and
Champion River may be deemed to be members of a
“group”, as defined in Rule 13d-5 of the Exchange Act
and therefore may be deemed to beneficially own the shares
beneficially owned by each other solely for such purposes. Each of
Pioneer Step and Solina Chau have disclaimed beneficial ownership
of any Champion Shares and the Pioneer Shares reported in the table
do not include any of the Champion Shares. The registered office
address for Pioneer Step is Vistra Corporate Services Centre,
Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
and its correspondence address is c/o 29th Floor, Harbour Centre,
25 Harbour Road, Wanchai, Hong Kong. The business address of Solina
Chau is c/o 29th Floor, Harbour Centre, 25 Harbour Road, Wanchai,
Hong Kong.. Pursuant to the Purchase Agreement, Pioneer Step
Holdings Limited will have the right to nominate one member to the
Company’s Board of Directors following the Company’s
2017 Annual Meeting of Stockholders.
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Relationship with Selling Stockholders
As discussed in
greater detail above under the section
“
Prospectus Summary
–
Private Placement,
”
in April 2017, we entered into the
Purchase Agreement with the selling stockholders pursuant to which
we sold and issued the Shares to the selling stockholders and
agreed with the selling stockholders to file a Registration
Statement to enable the resale of the Shares. Except as noted in
the footnotes to the Selling Stockholders table, none of the
selling stockholders has held any position or office with us or our
affiliates within the last three years or has had a material
relationship with us or any of our predecessors or affiliates
within the past three years, other than as a result of the
ownership of our shares or other securities.
PLAN OF DISTRIBUTION
We are registering
the Shares issued to the selling stockholders to permit the resale
of these Shares by the holders of the Shares from time to time
after the date of this prospectus. We will not receive any of the
proceeds from the sale by the selling stockholders of the Shares.
We will bear all fees and expenses incident to our obligation to
register the Shares.
The selling
stockholders may sell all or a portion of the Shares beneficially
owned by them and offered hereby from time to time directly or
through one or more underwriters, broker-dealers or agents. If the
Shares are sold through underwriters or broker-dealers, the selling
stockholders will be responsible for underwriting discounts or
commissions or agent’s commissions. The Shares may be sold on
any national securities exchange or quotation service on which the
securities may be listed or quoted at the time of sale, in the
over-the-counter market or in transactions otherwise than on these
exchanges or systems or in the over-the-counter market and in one
or more transactions at fixed prices, at prevailing market prices
at the time of the sale, at varying prices determined at the time
of sale, or at negotiated prices. These sales may be effected in
transactions, which may involve crosses or block transactions. The
selling stockholders may use any one or more of the following
methods when selling shares:
●
ordinary brokerage
transactions and transactions in which the broker-dealer solicits
purchasers;
●
block
trades in which the broker-dealer will attempt to sell the shares
as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
●
purchases by a
broker-dealer as principal and resale by the broker-dealer for its
account;
●
an
exchange distribution in accordance with the rules of the
applicable exchange;
●
privately
negotiated transactions;
●
settlement of short
sales entered into after the effective date of the registration
statement of which this prospectus is a part;
●
broker-dealers may
agree with the selling stockholders to sell a specified number of
such shares at a stipulated price per share;
●
through
the writing or settlement of options or other hedging transactions,
whether such options are listed on an options exchange or
otherwise;
●
a
combination of any such methods of sale; and
●
any
other method permitted pursuant to applicable law.
The selling
stockholders also may resell all or a portion of the Shares in open
market transactions in reliance upon Rule 144 under the Securities
Act, as permitted by that rule, or Section 4(1) under the
Securities Act, if available, rather than under this prospectus,
provided that they meet the criteria and conform to the
requirements of those provisions.
Broker-dealers
engaged by the selling stockholders may arrange for other
broker-dealers to participate in sales. If the selling stockholders
effect such transactions by selling Shares to or through
underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of
discounts, concessions or commissions from the selling stockholders
or commissions from purchasers of the Shares for whom they may act
as agent or to whom they may sell as principal. Such commissions
will be in amounts to be negotiated, but, except as set forth in a
supplement to this prospectus, in the case of an agency transaction
will not be in excess of a customary brokerage commission in
compliance with FINRA Rule 5110.
In connection with
sales of the Shares, the selling stockholders may enter into
hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the Shares
in the course of hedging in positions they assume. The selling
stockholders may also sell Shares short and if such short sale
shall take place after the date that the Registration Statement of
which this prospectus is a part is declared effective by the SEC,
the selling stockholders may deliver shares of Common Stock covered
by this prospectus to close out short positions and to return
borrowed shares in connection with such short sales. The selling
stockholders may also loan or pledge Shares to broker-dealers that
in turn may sell such shares, to the extent permitted by applicable
law. The selling stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions or
the creation of one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of
shares offered by this prospectus, which shares such broker-dealer
or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such
transaction). Notwithstanding the foregoing, the selling
stockholders have been advised that they may not use shares
registered on the Registration Statement of which this prospectus
is a part to cover short sales of our Common Stock made prior to
the date the Registration Statement, of which this prospectus forms
a part, has been declared effective by the SEC.
The selling
stockholders may, from time to time, pledge or grant a security
interest in some or all of the shares of Common Stock owned by them
and, if they default in the performance of their secured
obligations, the pledgees or secured parties may offer and sell the
Shares from time to time pursuant to this prospectus or any
amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act amending, if necessary,
the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under this
prospectus. The selling stockholders also may transfer and donate
the Shares in other circumstances in which case the transferees,
donees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this
prospectus.
The selling
stockholders and any broker-dealer or agents participating in the
distribution of the Shares may be deemed to be
“underwriters” within the meaning of Section 2(11) of
the Securities Act in connection with such sales. In such event,
any commissions paid, or any discounts or concessions allowed to,
any such broker-dealer or agent and any profit on the resale of the
shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Selling
stockholders who are “underwriters” within the meaning
of Section 2(11) of the Securities Act will be subject to the
prospectus delivery requirements of the Securities Act and may be
subject to certain statutory liabilities of, including but not
limited to, Sections 11, 12 and 17 of the Securities Act and Rule
10b-5 under the Exchange Act.
Each selling
stockholder has informed the Company that it is not a registered
broker-dealer and does not have any written or oral agreement or
understanding, directly or indirectly, with any person to
distribute the Common Stock. Upon the Company being notified in
writing by a selling stockholder that any material arrangement has
been entered into with a broker-dealer for the sale of Common Stock
through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a
supplement to this prospectus will be filed, if required, pursuant
to Rule 424(b) under the Securities Act, disclosing (i) the name of
each such selling stockholder and of the participating
broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such shares of Common Stock were sold, (iv) the
commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s)
did not conduct any investigation to verify the information set out
or incorporated by reference in this prospectus, and (vi) other
facts material to the transaction. In no event shall any
broker-dealer receive fees, commissions and markups, which, in the
aggregate, would exceed eight percent (8%).
Under the
securities laws of some states, the Shares may be sold in such
states only through registered or licensed brokers or dealers. In
addition, in some states the Shares may not be sold unless such
shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is
complied with.
There can be no
assurance that any selling stockholder will sell any or all of the
Shares registered pursuant to the Registration Statement, of which
this prospectus forms a part.
Each selling
stockholder and any other person participating in such distribution
will be subject to applicable provisions of the Exchange Act, and
the rules and regulations thereunder, including, without
limitation, Regulation M of the Exchange Act, which may limit the
timing of purchases and sales of any of the Shares by the selling
stockholder and any other participating person. Regulation M may
also restrict the ability of any person engaged in the distribution
of the Shares to engage in market-making activities with respect to
the shares of Common Stock. All of the foregoing may affect the
marketability of the Shares and the ability of any person or entity
to engage in market-making activities with respect to the
Shares.
The selling
stockholders will pay any underwriting discounts and commission
incurred in disposing of the Shares. We will bear all other
expenses incident to our performance of or compliance with the
Registration Rights Agreement, including (i) all registration and
filing fees, (ii) all fees and expenses in connection with
compliance with any securities or “Blue Sky” laws,
(iii) all printing and delivery expenses, (iv) all fees and
disbursements of counsel for the Company and of all independent
certified public accountants of the Company, (v) Securities Act
liability insurance or similar insurance if the Company so desires
or the underwriters so require in accordance with then-customary
underwriting practice, (vi) all fees and expenses incurred in
connection with the listing of the Shares on any securities
exchange, (vii) all reasonable fees and disbursements of one legal
counsel for the selling stockholders in an amount not to exceed
$50,000 in the aggregate during the term of the Registration Rights
Agreement, (viii) any reasonable fees and disbursements of
underwriters customarily paid by issuers or sellers of securities,
(ix) all fees and expenses of any special experts retained by the
Company in connection with any registration, (x) all of the
Company’s internal expenses (including all salaries and
expenses of its officers and employees performing legal or
accounting duties), (xi) all expenses related to the
“road-show” for any underwritten offering, including
all travel, meals and lodging and (xii) any other fees and
disbursements customarily paid by the issuers of securities. We
will indemnify the selling stockholders against certain
liabilities, including some liabilities under the Securities Act,
in accordance with the Registration Rights Agreement, or the
selling stockholders will be entitled to contribution. We may be
indemnified by the selling stockholders against civil liabilities,
including liabilities under the Securities Act, that may arise from
any written information furnished to us by the selling stockholders
specifically for use in this prospectus, in accordance with the
Registration Rights Agreement, or we may be entitled to
contribution.
The validity of the
Shares to be offered for resale by the selling stockholders under
this prospectus will be passed upon for us by Cooley LLP, San
Diego, California.
The financial
statements, schedule and management
’
s assessment of the effectiveness of
internal control over financial reporting incorporated by reference
in this prospectus and elsewhere in the Registration Statement of
which this prospectus is a part have been so incorporated by
reference in reliance upon the reports of Marcum LLP, independent
registered public accountants, upon the authority of said firm as
experts in accounting and auditing.
INFORMATION IN
C
ORPORATED BY REFERENCE
The SEC allows us
to
“
incorporate by
reference
”
into this
prospectus the information we file with them, which means that we
can disclose important information to you by referring you to those
documents. Any statement contained or incorporated by reference in
this prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement
contained herein, or in any subsequently filed document which also
is incorporated by reference herein, modifies or supersedes such
earlier statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus. We incorporate by reference
the documents listed below:
●
the
description of our common stock in our registration statement on
Form 8-A filed with the SEC on April 21, 2016, including any
amendments or reports filed for the purpose of updating such
description;
●
our
Annual Report on Form 10-K for the fiscal year ended December 31,
2016, filed with the SEC on March 16, 2017;
●
our
Quarterly Report on Form 10-Q filed with the SEC on May 11,
2017;
●
our
Current Reports on Form 8-K (other than information furnished
rather than filed) filed with the SEC on January 6, 2017, February
17, 2017, February 23, 2017, March 28, 2017, April 19, 2017, April
27, 2017, May 2, 2017 and May 25, 2017; and
●
our
Definitive Proxy Statement on Schedule 14A and amendment thereto
filed with the SEC on May 1, 2017.
We also incorporate
by reference into this prospectus all documents (other than Current
Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and
exhibits filed on such form that are related to such items) that
are subsequently filed by us with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of the securities made by this
prospectus (including documents filed after the date of the initial
Registration Statement of which this prospectus is a part and prior
to the effectiveness of the Registration Statement). These
documents include periodic reports, such as Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K, as well as proxy statements.
Any statement
contained in this prospectus or in a document incorporated or
deemed to be incorporated by reference into this prospectus will be
deemed to be modified or superseded to the extent that a statement
contained in this prospectus or any subsequently filed document
that is deemed to be incorporated by reference into this prospectus
modifies or supersedes the statement
You may request a
copy of these filings at no cost, by contacting us at the following
address or telephone number:
Chromadex
Corporation
10005 Muirlands
Boulevard
Suite
G
Irvine, CA
92618
Attn.: Corporate
Secretary
Information
contained on our website,
www.chromadex.com
, is
not a prospectus and does not constitute part of this
prospectus.
WHERE YOU C
A
N FIND
ADDITIONAL INFORMATION
We file annual,
quarterly, and current reports, proxy statements and other
information with the SEC under the Exchange Act. You may read and
copy any document we file at the SEC
’
s Public Reference Room located at
100 F Street, N.E., Washington, D.C. 20549. You may obtain
information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. Our filings with the SEC also
are available from the SEC
’
s internet site at
http://www.sec.gov
,
which contains reports, proxy and information statements, and other
information regarding issuers that file electronically. You may
obtain a copy of these filings at no cost by writing us at the
following address: Chromadex Corporation, 10005 Muirlands Boulevard
Suite G, Irvine, CA 92618, Attn.: Corporate
Secretary.
-6-
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