As filed with the United States Securities and Exchange Commission
on September 12, 2019
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ChromaDex Corporation
(Exact name of registrant as specified in its charter)
Delaware
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26-2940963
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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10900 Wilshire Blvd., Suite 650
Los Angeles, California 90024
(310) 388-6706
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive
offices)
Robert Fried
Chief Executive Officer
10900 Wilshire Blvd., Suite 650
Los Angeles, California 90024
(310) 388-6706
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Thomas A. Coll
Matthew T. Browne
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
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Kevin M. Farr
Chief Financial Officer
10900 Wilshire Blvd., Suite 650
Los Angeles, California 90024
(310) 388-6706
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Approximate date of commencement of proposed sale to the
public:
From
time to time after the effective date of this registration
statement.
If the
only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box: ☐
If any
of the securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box: ☒
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering: ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering:
☐
If this
Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Securities and Exchange Commission
pursuant to Rule 462(e) under the Securities Act, check the
following box: ☐
If this
Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box:
☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of
“large accelerated
filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer
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☐
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Accelerated
filer
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☒
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Non-accelerated
filer
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☐
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Smaller
reporting company
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☒
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Emerging growth
company
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☐
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If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of the Securities Act: ☐
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered
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Amount to be
registered(1)
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Proposed
maximum
offering price per
share(2)
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Proposed
maximum
aggregate
offering price(2)
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Amount of the registration fee
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Common
Stock, par value $0.001 per share
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3,835,002
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$3.97
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$15,224,957.94
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$1,845.26
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended, the
shares being registered hereunder include such indeterminate number
of additional shares of common stock as may be issuable as a result
of stock splits, stock dividends or similar transactions with
respect to the shares being registered hereunder.
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(2)
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With
respect to the shares of common stock being registered hereunder,
estimated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, solely for the purpose of computing the amount of the
registration fee, based upon the average of the high and low prices
of ChromaDex Corporation’s common stock on September
9, 2019, a date within five
business days prior to the filing of this registration
statement, on the NASDAQ
Capital Market, which was $3.97.
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The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933, as amended, or until this registration statement shall become
effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be
changed. The selling stockholders may not sell or accept an offer
to buy the securities under this prospectus until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any
jurisdiction where such offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED SEPTEMBER 12, 2019
PROSPECTUS
3,835,002 Shares
Common Stock Offered by the Selling Stockholders
This
prospectus relates to the offer and resale by certain selling
stockholders from time to time of up to 3,835,002 shares of our common stock, par
value $0.001 per share (“Common Stock”).
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 10.
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 are
not selling any shares of Common Stock under this prospectus and
will not receive any proceeds from the sale of the shares by the
selling stockholders.
Our
common stock is listed on The Nasdaq Capital Market under the
symbol “CDXC.” On September 9, 2019, the closing sale price of our
Common Stock on The Nasdaq Capital Market was $3.97 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, any applicable prospectus supplement, and the
information incorporated by reference in this prospectus and any
applicable prospectus supplement before you make your investment
decision.
INVESTING IN OUR COMMON STOCK
INVOLVES A HIGH DEGREE OF RISKS. YOU
SHOULD CAREFULLY READ AND CONSIDER THE SECTION ENTITLED “RISK
FACTORS” ON PAGE 6 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 (the “SEC”) 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 , 2019
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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, only in jurisdictions
where offers and sales are permitted. The information contained in
this prospectus, as well as the information filed previously with
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 any 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 any applicable prospectus supplement together with additional
information described below under the heading “Where You Can Find Additional
Information.”
In this
prospectus, references to “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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and any applicable prospectus supplement or free writing
prospectus, including 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
(the “Securities
Act”), and Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking 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:
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products and
services we may offer in the future;
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the outcome and
impact of litigation;
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the timing and
results of future regulatory filings;
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our ability to
collect from major customers;
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our sales and
marketing strategy and capital outlook;
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our estimates
regarding our capital requirements, future expenses and need for
additional financing; and
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our use of the net
proceeds from this offering.
In some
cases, you can identify forward-looking statements by terms such as
“may,” “will,” “intend,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “continue,”
“likely,” and similar expressions (including their use
in the negative) intended to identify forward-looking statements.
These forward-looking statements reflect our current views with
respect to future events and are based on assumptions and subject
to risks and uncertainties. Given these risks and uncertainties,
you should not place undue reliance on these forward-looking
statements. We discuss many of these risks in greater detail under
the heading “Risk Factors” in our SEC filings, and may
provide additional information in any applicable prospectus
supplement. 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.
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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, any applicable prospectus
supplement and the information incorporated by reference in this
prospectus and any applicable prospectus supplement before you
invest in our Common Stock.
Company Overview
ChromaDex
is a science-based integrated nutraceutical company devoted to
improving the way people age. ChromaDex scientists partner with
leading universities and research institutions worldwide to
discover, develop and create products to deliver the full potential
of nicotinamide adenine dinucleotide (“NAD”) and its
impact on human health. NAD is an essential coenzyme and a key
regulator of cellular metabolism. Best known for its role in
cellular adenosine triphosphate (“ATP”) production, NAD
is now thought to play an important role in healthy aging. Many
cellular functions related to health and healthy aging are
sensitive to levels of locally available NAD and this represents an
active area of research in the field of NAD.
NAD
levels are not constant, and in humans, NAD levels have been shown
to decline by more than 50% from young adulthood to middle age. NAD
continues to decline as humans grow older. Underlying causes of
reduced NAD levels include over-nutrition, alcohol consumption and
a number of disease states. NAD may also be increased, including
through calorie restriction and exercise. Healthy aging,
mitochondria and NAD continue to be areas of focus in the research
community. As of the end of 2018, there were over 160 studies on
NAD. The areas of study include Alzheimer’s disease,
Parkinson’s disease, neuropathy and heart
failure.
In
2013, ChromaDex commercialized NIAGEN® nicotinamide riboside
(“NR”), a novel form of vitamin B3. Data from numerous
animal studies, and confirmed in human clinical trials, show that
NR is a highly efficient NAD precursor that significantly raises
NAD levels. NIAGEN® is safe for human consumption.
NIAGEN® has twice been successfully reviewed under the FDA's
new dietary ingredient notification program and has also been
successfully notified to the FDA as generally recognized as safe.
Animal studies of NIAGEN® have demonstrated a variety of
outcomes including increased NAD levels, increased cellular
metabolism, increased energy production and improvements in insulin
sensitivity. NIAGEN® is the trade name for our proprietary
ingredient NR and is protected by patents to which we are the
exclusive licensee.
ChromaDex
is the world leader in the emerging NAD space. ChromaDex has
approximately 170 partnerships with leading universities and
research institutions around the world including the National
Institutes of Health, Cornell, Dartmouth, Harvard, Massachusetts
Institute of Technology, University of Cambridge and the Mayo
Clinic.
Private Placements
Note Purchase Agreement
On May
9, 2019, we entered into a Note Purchase Agreement (the “Note
Purchase Agreement”) with Winsave Resources Limited
(“Winsave”) and Pioneer Step Holdings Limited
(“Pioneer” and together with Winsave, the “Note
Purchasers”), pursuant to which we agreed to sell and issue
convertible promissory notes (the “Notes”) in the
aggregate principal amount of $10.0 million to the Note Purchasers
(the “Note Financing”). On May 17, 2019, we closed the
Note Financing and issued the Notes to the Note Purchasers. On June
30, 2019, we and the Note Purchasers entered into an omnibus
amendment to the Note Purchase Agreement and the Notes to, among
other things, extend the maturity date of the Notes from July 1,
2019 to August 15, 2019.
The
Notes were not registered under 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 their execution of the Note Purchase Agreement, the
Note Purchasers each represented to us that they are an
“accredited
investor” as defined in
Regulation D of the Securities Act and that the Notes purchased by
them were being acquired solely for their own account and for
investment purposes and not with a view to their future sale or
distribution.
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On
August 15, 2019, the Notes, with an aggregate principal amount of
$10.0 million, were converted at a per share conversion price of
$4.465 into an aggregate
of 2,267,254 shares of Common Stock (the “Conversion
Shares”). The Conversion Shares were not initially registered
under 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 3(a)(9) under the Securities
Act in connection with the issuance of the Conversion Shares to the
Note Purchasers.
Securities Purchase Agreement
On
August 13, 2019, we entered into a Securities Purchase Agreement
(the “Purchase
Agreement”) with the
purchasers named therein (the “Purchasers”), pursuant
to which we agreed to sell and issue an aggregate of $7.0 million
of our Common Stock at a purchase price of $4.465 per share (the
“Common Stock Financing”). On August 15, 2019, we
closed the Common Stock Financing and issued an aggregate of
1,567,748 shares of Common
Stock to the Purchasers.
The
shares of Common Stock issued to the Purchasers were not initially
registered under 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 their execution
of the Purchase Agreement, the Purchasers each represented to us
that they are an “accredited investor” as defined in Regulation D of the
Securities Act and that the shares of Common Stock purchased by
them were being acquired solely for their own account and for
investment purposes and not with a view to their future sale or
distribution.
Registration Rights Agreements
On May
9, 2019, in connection with the Note Financing, we entered into a
Registration Rights Agreement with the Note Purchasers (the
“May Registration Rights Agreement”), pursuant to which
we agreed to (i) file one or more registration statements with the
SEC to cover the resale of the Conversion Shares, (ii) use our
reasonable best efforts to have all such registration statements
declared effective within the timeframes set forth in the May
Registration Rights Agreement, and (iii) use our commercially
reasonable efforts to keep such registration statements effective
during the timeframes set forth in the May Registration Rights
Agreement. In the event that such registration statements are not
filed or declared effective within the timeframes set forth in the
May Registration Rights Agreement, any such effective registration
statements subsequently become unavailable, or the Note Purchasers
are unable to sell the Conversion Shares because we have failed to
satisfy the current public information requirement of Rule 144
under the Securities Act, we would be required to pay liquidated
damages to the Note Purchasers equal to 1.0% of the aggregate
purchase price per month for each default (up to a maximum of 5.0%
of such aggregate purchase price).
On
August 15, 2019, in connection with the Common Stock Financing, we
entered into a Registration Rights Agreement with the Purchasers
(the “August Registration Rights Agreement”), pursuant
to which we agreed to (i) file one or more registration statements
with the SEC to cover the resale of the shares of Common Stock
issued to the Purchasers, (ii) use our reasonable best efforts to
have all such registration statements declared effective within the
timeframes set forth in the August Registration Rights Agreement,
and (iii) use our commercially reasonable efforts to keep such
registration statements effective during the timeframes set forth
in the August Registration Rights Agreement. In the event that such
registration statements are not filed or declared effective within
the timeframes set forth in the August Registration Rights
Agreement, any such effective registration statements subsequently
become unavailable, or the Purchasers are unable to sell the shares
of Common Stock issued pursuant to the Purchase Agreement because
we have failed to satisfy the current public information
requirement of Rule 144 under the Securities Act, we 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 5.0% of such aggregate purchase price).
The
registration statement of which this prospectus is a part relates
to the offer and resale of the shares of Common Stock (i) issued to
the Purchasers pursuant to the Purchase Agreement and (ii) issued
to the Note Purchasers upon conversion of the Notes issued pursuant
to the Note Purchase Agreement (collectively, the
“Shares”). When we refer
to the selling stockholders in this prospectus, we are referring to
the Note Purchasers and Purchasers named in this prospectus as the
selling stockholders and, as applicable, any donees, pledgees,
assignees, transferees or other successors-in-interest selling
Shares received after the date of this prospectus from the selling
stockholders as a gift, pledge, or other non-sale related
transfer.
Corporate Information
On May
21, 2008, Cody Resources, Inc., a Nevada corporation and a public
company, (“Cody”) entered into an Agreement and Plan of
Merger (the “Merger Agreement”), by and among Cody, CDI
Acquisition, Inc., a California corporation and wholly-owned
subsidiary of Cody, and ChromaDex, Inc. Subsequent to the signing
of the Merger Agreement, Cody merged with and into a Delaware
corporation. On June 20, 2008, Cody amended its certificate of
incorporation to change its name to ChromaDex Corporation. Our
principal executive offices are located at 10900 Wilshire Blvd.,
Suite 650, Los Angeles, California 90024. Our telephone number at
that address is (310) 388-6706. Our website address is www.chromadex.com. The information
contained in, or that can be accessed through, our website is not
part of this prospectus.
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THE OFFERING
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Common
Stock Offered by the Selling Stockholders
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3,835,002 Shares
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Use of
Proceeds
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We will
not receive any proceeds from the sale of Shares covered by this
prospectus
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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 for the year ended December 31, 2018, as filed
with the SEC on March 7, 2019, or Quarterly Report on Form 10-Q for
the quarter ended June 30, 2019, as filed with the SEC on August 7,
2019, 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 the 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 the Shares by the selling stockholders.
The
selling stockholders, or their donees,
pledgees, assignees, transferees or other
successors-in-interest, are offering for resale, from time
to time, up to an aggregate of 3,835,002 Shares. The foregoing
Shares represent all shares of
our Common Stock issued to the selling stockholders in connection
with the Note Financing and the Common Stock Financing. The
following table sets forth certain information with respect to
beneficial ownership of our Common Stock as of September
6, 2019 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.
The number of shares of Common Stock beneficially owned after this
offering assumes the sale of all of the Shares offered by the
selling stockholders pursuant to this prospectus. However, because
the selling stockholders may sell all or some of their Shares under
this prospectus from time to time, or in another permitted manner,
we cannot assure you as to the actual number of Shares that will be
sold by the selling stockholders or that will be held by the
selling stockholders after completion of any sales. We do not know
how long any of the selling stockholders will hold the Shares
before selling them. Information concerning the selling
stockholders may change from time to time and changed information
will be presented in a supplement to this prospectus if and when
necessary and required.
Name of Selling Stockholder
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Shares of Common Stock Beneficially Owned Prior to this
Offering(1)
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Shares of Common Stock Beneficially Owned After this
Offering(1)(2)
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Maximum Number of Shares of Common Stock Being Offered
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GIC Private
Limited(3)
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1,119,820
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1.88%
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1,119,820
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-
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-
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Grandwin
Enterprises Limited(4)
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548,557
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*
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447,928
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100,629
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*
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Pioneer Step
Holdings Limited(5)
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5,467,587
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9.18%
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1,133,627
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4,333,960
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7.28%
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Winsave Resources
Limited(6)
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2,353,139
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3.95%
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1,133,627
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1,219,512
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2.05%
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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
September
6, 2019, and the percentage is
based upon 59,565,920 shares of
our Common Stock outstanding as of September
6, 2019.
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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 of Common Stock by the selling
stockholders.
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(3)
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GIC
Private Limited is wholly-owned by the Government of Singapore and
was established with the sole purpose of managing Singapore’s
foreign reserves. The Government of Singapore disclaims beneficial
ownership of these shares. The business address of GIC Private
Limited is 168 Robinson Road, #37-01 Capital Tower, Singapore
068912.
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(4)
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Consists
of (i) 447,928 shares held by Grandwin Enterprises Limited, a
company registered under the laws of the British Virgin Islands
(“Grandwin Enterprises”) and (ii) 100,629 shares held
by Pak To Leung. Pak To Leung is the sole shareholder of Grandwin
Enterprises and may be deemed to beneficially own and have sole
voting and dispositive power with respect to the shares held by
Grandwin Enterprises. The registered office address for Grandwin
Enterprises is Morgan & Morgan Building, Pasea Estate, Road
Town, Tortola, British Virgin Islands.
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(5)
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Based
on beneficial ownership reported on Schedule 13D/A filed with SEC
on August 16, 2019, (i) Pioneer Step Holdings Limited (“Pioneer Step”) beneficially owned and had sole
voting and dispositive power with respect to 5,467,587 shares (the
“Pioneer
Shares”) and (ii) Chau
Hoi Shuen Solina Holly (“Solina Chau”), 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. Pioneer Step has exercised its right
to designate for appointment one director to our board of directors
and has designated, and our board of directors has appointed, Wendy
Yu to fill such seat. 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 Suites PT. 2909 & 2910, Harbour
Centre, 25 Harbour Road, Wanchai, Hong Kong. The business address
of Solina Chau is c/o Suites PT. 2909 & 2910, Harbour Centre,
25 Harbour Road, Wanchai, Hong Kong.
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(6)
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Winsave
Resources Limited (“Winsave Resources”) beneficially owns and has sole
voting and dispositive power with respect to the shares. Li Ka
Shing (Overseas) Foundation (“LKSOF”), by virtue of
being the sole shareholder of Winsave Resources, may be deemed to
beneficially own and have sole voting and dispositive power with
respect to the shares held by Winsave Resources. Investment
decisions by LKSOF are made by the majority vote of its board of
directors currently consisting of fourteen (14) persons of which Li
Ka Shing (“Mr. Li”) is the Chairman. Investment
decisions by Winsave Resources are made by the majority vote of its
board of directors currently consisting of five (5) persons. Mr. Li
is not a director or officer of Winsave Resources, and Mr. Li does
not report as having Section 13(d) beneficial ownership over any of
the shares held by Winsave Resources.
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Relationship with Selling Stockholders
As
discussed in greater detail above under the section titled
“Prospectus Summary—Private
Placements” (i) in
May 2019, we entered into the Note Purchase Agreement with certain
selling stockholders pursuant to which we sold and issued the
Notes, which Notes were subsequently converted into shares of our
Common Stock, and also entered into the May Registration Rights
Agreement with such selling stockholders pursuant to which we
agreed to file a registration statement with the SEC to cover the
resale of the Conversion Shares by such selling stockholders and
(ii) in August 2019, we entered into the Purchase Agreement with
certain selling stockholders pursuant to which we sold and issued
shares of our Common Stock and also entered into the August
Registration Rights Agreement with such selling stockholders
pursuant to which we agreed to file a registration statement with
the SEC to cover the resale of the shares of our Common Stock
issued pursuant to the Purchase Agreement by such selling
stockholders.
Except
as noted in the footnotes to the table above, 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 of Common Stock or other
securities.
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; or
●
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 donees, pledgees, assignees, transferees 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 us 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 us 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
commissions incurred in disposing of the Shares. We will bear all
other expenses incident to our performance of or compliance with
the May Registration Rights Agreement and August Registration
Rights Agreement (together, the “Registration Rights
Agreements”), 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 us and of all independent certified public accountants
of us, (v) Securities Act liability insurance or similar insurance
if we so desire 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) any reasonable fees and disbursements of
underwriters customarily paid by issuers or sellers of securities,
(viii) all fees and expenses of any special experts retained by us
in connection with any registration, (ix) all of our internal
expenses (including all salaries and expenses of our officers and
employees performing legal or accounting duties), (x) all expenses
related to the “road-show” for any underwritten offering,
including all travel, meals and lodging, and (xi) any other fees
and disbursements customarily paid by the issuers of securities.
Further, with respect to each of the Registration Rights
Agreements, we will bear all reasonable fees and disbursements of
one legal counsel for the selling stockholders party to such
Registration Rights Agreement in an amount not to exceed $50,000
for each Registration Rights Agreement. We will indemnify the
selling stockholders against certain liabilities, including some
liabilities under the Securities Act, in accordance with the
Registration Rights Agreements, 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
Agreements, 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.
EXPERTS
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 INCORPORATED 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. In accordance with Rule 412 of the Securities Act, 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:
●
our Annual Report
on Form 10-K for the fiscal year ended December 31, 2018, filed
with the SEC on March 7, 2019;
●
the information
specifically incorporated by reference into our Annual Report on
Form 10-K for the fiscal year ended December 31, 2018 from our
definitive proxy statement on Schedule 14A (other than information
furnished rather than filed) filed with the SEC on April 23,
2019;
●
our Quarterly
Reports on Form 10-Q for the quarterly periods ended March 31, 2019
and June 30, 2019, filed with the SEC on May 9, 2019 and August 7,
2019, respectively;
●
our Current Reports
on Form 8-K (other than information furnished rather than filed)
filed with the SEC on May 10, 2019, May 14, 2019, May 20, 2019,
June 27, 2019, July 1, 2019, August 14, 2019 and August 15, 2019;
and
●
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.
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).
You may
request a copy of these filings at no cost, by contacting us at the
following address or telephone number:
ChromaDex
Corporation
10900
Wilshire Blvd., Suite 650
Los
Angeles, California 90024
Attention:
Corporate Secretary
(310)
388-6706
WHERE YOU CAN FIND ADDITIONAL
INFORMATION
This
prospectus, which constitutes a part of the registration statement,
does not contain all of the information set forth in the
registration statement or the exhibits which are part of the
registration statement. For further information with respect to us
and the securities offered by this prospectus, we refer you to the
registration statement and the exhibits filed as part of the
registration statement. We file annual, quarterly and current
reports, proxy statements and other information with the SEC. You
may read and copy any document we file with the SEC at the SEC's
public reference room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1.800.SEC.0330 for further
information on the operation of the public reference room. Our SEC
filings are also available to the public at the SEC's website at
www.sec.gov. You may obtain a copy of these filings at no cost by
writing us at the following address: ChromaDex Corporation, 10900
Wilshire Blvd., Suite 650, Los Angeles, California 90024,
Attention: Corporate Secretary. We also maintain a website at
www.chromadex.com. The
information contained in, or that can be accessed through, our
website is not part of this prospectus.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.
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Other Expenses of Issuance and Distribution.
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The
following is a statement of the estimated expenses to be incurred
by us in connection with the registration of the securities under
this registration statement, all of which will be borne by
us.
Securities and
Exchange Commission Registration Fee
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$1,845
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Legal Fees and
Expenses
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$200,000
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Accountants’
Fees and Expenses
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$20,000
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Miscellaneous
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$8,155
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Total
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$230,000
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Item 15.
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Indemnification of Directors and Officers.
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Section
145 of the Delaware General Corporation Law (the “DGCL”) empowers a Delaware corporation to
indemnify any persons who are, or are threatened to be made,
parties to any threatened, pending, or completed legal action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer
or director of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee, or
agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys’ fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit, or proceeding,
provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
corporation’s best
interests, and, for criminal proceedings, had no reasonable cause
to believe his conduct was illegal. A Delaware corporation may
indemnify officers and directors in an action by or in the right of
the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the corporation in
the performance of his duty. Where an officer or director is
successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the
expenses which such officer or director actually and reasonably
incurred.
Our
certificate of incorporation and bylaws provide that we will
indemnify our directors and officers to the fullest extent
permitted by Delaware law, except that no indemnification will be
provided to a director, officer, employee, or agent if the
indemnification sought is in connection with a proceeding initiated
by such person without the authorization of our board of directors.
The bylaws also provide that the right of directors and officers to
indemnification shall be a contract right and shall not be
exclusive of any other right now possessed or hereafter acquired
under any statute, provision of the certificate of incorporation,
bylaw, agreement, vote of stockholders or disinterested directors
or otherwise. The bylaws also permit us to secure insurance on
behalf of any officer, director, employee, or other agent for any
liability arising out of his or her actions in such capacity,
regardless of whether the bylaws would permit indemnification of
any such liability.
Section
102(b)(7) of the DGCL provides that directors shall not be
personally liable for monetary damages for breaches of their
fiduciary duty as directors except for (i) breaches of their duty
of loyalty to us or our stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or knowing
violations of law, (iii) certain transactions under Section 174 of
the DGCL (unlawful payment of dividends or unlawful stock purchases
or redemptions), or (iv) transactions from which a director derives
an improper personal benefit. Our certificate of incorporation
includes such a provision. The effect of this provision is to
eliminate the personal liability of directors for monetary damages
or actions involving a breach of their fiduciary duty of care,
including any actions involving gross negligence.
In
addition, we have entered into indemnification agreements with our
directors and officers that require us, among other things, to
indemnify them against certain liabilities that may arise by reason
of their status or service, so long as the indemnitee acted in good
faith and in a manner the indemnitee reasonably believed to be in
or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, the indemnitee had no
reasonable cause to believe his or her conduct was unlawful. We
also maintain director and officer liability insurance to insure
our directors and officers against the cost of defense, settlement
or payment of a judgment under specified circumstances.
Exhibit
Number
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Description
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Agreement
and Plan of Merger, dated as of May 21, 2008, by and among Cody
Resources, Inc., CDI Acquisition, Inc. and ChromaDex, Inc. as
amended June 10, 2008 (incorporated by reference to Exhibit 2.1 to
the Registrant’s Current Report on Form 8-K filed with the
SEC on June 24, 2008).
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Asset
Purchase Agreement, dated as of August 21, 2017, by and among the
Registrant, Covance Laboratories Inc., ChromaDex, Inc. and
ChromaDex Analytics, Inc. (incorporated by reference to Exhibit 2.2
to the Registrant’s Quarterly Report on Form 10-Q filed with
the SEC on November 9, 2017).
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Amendment
to Asset Purchase Agreement, dated as of September 5, 2017, by and
among the Registrant, Covance Laboratories Inc., ChromaDex, Inc.
and ChromaDex Analytics, Inc. (incorporated by reference to Exhibit
2.2 to the Registrant’s Quarterly Report on Form 10-Q filed
with the SEC on November 9, 2017).
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Amended
and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant’s Annual Report on Form 10-K filed with the
Commission on March 15, 2018).
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Certificate
of Amendment to the Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant’s
Current Report on Form 8-K filed with the SEC on April 12,
2016).
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Bylaws
of the Registrant (incorporated by reference to Exhibit 3.2 to the
Registrant’s Current Report on Form 8-K filed with the SEC on
June 24, 2008).
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Amendment
to Bylaws of the Registrant (incorporated by reference to Exhibit
3.1 to the Registrant’s Current Report on Form 8-K filed with
the SEC on July 19, 2016).
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4.1
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Reference
is made to Exhibits 3.1, 3.2, 3.3 and 3.4.
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Form of
Stock Certificate representing shares of the Registrant’s
Common Stock (incorporated by reference to Exhibit 4.1 of the
Registrant’s Annual Report on Form 10-K filed with the SEC on
April 3, 2009).
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Form of
Stock Certificate representing shares of the Registrant’s
Common Stock (new design effective as of January 1, 2016,
incorporated by reference to Exhibit 4.4 to the Registrant’s
Annual Report on Form 10-K filed with the SEC on March 17,
2016).
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Form of
Stock Certificate representing shares of ChromaDex Corporation
Common Stock (new design effective as of December 10, 2018,
incorporated by reference to Exhibit 4.5 to the Registrant’s
Annual Report on Form 10-K filed with the SEC on March 07,
2019).
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Investor’s
Rights Agreement, effective as of December 31, 2005, by and between
the Registrant and The University of Mississippi Research
Foundation (incorporated by reference to Exhibit 4.1 to the
Registrant’s Current Report on Form 8-K filed with the SEC on
June 24, 2008).
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Tag-Along
Agreement, effective as of December 31, 2005, by and among the
Registrant, Frank Louis Jaksch, Snr. & Maria Jaksch, Trustees
of the Jaksch Family Trust, Margery Germain, Lauren Germain, Emily
Germain, Lucie Germain, Frank Louis Jaksch, Jr., and the University
of Mississippi Research Foundation (incorporated by reference to
Exhibit 4.2 to the Registrant’s Current Report on Form 8-K
filed with the SEC on June 24, 2008).
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Registration
Rights Agreement, dated as of May 9, 2019, by and among the
Registrant and the Note Purchasers (incorporated by reference to
Exhibit 99.2 to the Registrant’s Current Report on Form 8-K
filed with the SEC on May 10, 2019).
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Registration
Rights Agreement, dated as of August 15, 2019, by and among the
Registrant and the Purchasers (incorporated by reference to Exhibit
99.1 to the Registrant’s Current Report on Form 8-K filed
with the SEC on August 15, 2019).
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Opinion
of Cooley LLP.
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Note
Purchase Agreement, dated as of May 9, 2019, by and among the
Registrant and the Note Purchasers (incorporated by reference to
Exhibit 99.2 to the Registrant’s Current Report on Form 8-K
filed with the SEC on May 10, 2019).
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Omnibus
Amendment to Note Purchase Agreement and Convertible Promissory
Notes, dated as of June 30, 2019, by and among the Registrant and
the Note Purchasers (incorporated by reference to Exhibit 99.1 to
the Registrant’s Current Report on Form 8-K filed with the
SEC on July 1, 2019).
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Securities
Purchase Agreement, dated as of August 13, 2019, by and among the
Registrant and the Purchasers (incorporated by reference from, and
filed as Exhibit 99.1 to the Registrant’s Current Report on
Form 8-K filed with the SEC on August 14, 2019).
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Consent
of Marcum LLP, Independent Registered Public Accounting
Firm.
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Consent
of Cooley LLP (included in Exhibit 5.1).
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Powers
of Attorney (included in signature page hereto).
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* Schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Registrant undertakes to furnish supplemental
copies of any of such omitted schedules upon request by the
SEC.
The
undersigned registrant hereby undertakes:
(a)
(1)
To file, during any
period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i)
to include any
prospectus required by Section 10(a)(3) of the Securities
Act;
(ii)
to reflect in the
prospectus any facts or events arising after the effective date of
the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the
effective registration statement;
(iii)
to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration
statement;
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of
this section do not apply if the registration statement is on Form
S-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or
furnished to the SEC by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement, or is contained in a form
of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
(2)
That, for the
purpose of determining any liability under the Securities Act, each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3)
To remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination
of the offering.
(4)
That, for the
purpose of determining liability under the Securities Act to any
purchaser:
(i)
each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed
to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration
statement; and
(ii)
each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7)
as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii)
or (x) for the purpose of providing the information required by
Section 10(a) of the Securities Act shall be deemed to be part of
and included in the registration statement as of the earlier of the
date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the
securities in the registration statement to which the prospectus
relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective
date.
(b)
The undersigned
registrant undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the
registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c)
Insofar as
indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted
by such director, officer, or controlling person of the registrant
in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
Pursuant
to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on September
12, 2019.
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CHROMADEX CORPORATION
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By:
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/s/ Robert
Fried
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Robert
Fried
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, THAT each person whose signature
appears below constitutes and appoints Robert Fried and Kevin M.
Farr, and each of them, as his or her true and lawful
attorney-in-fact and agent, each acting alone, with full power of
substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or
her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/
Robert Fried
Robert
Fried
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Chief
Executive Officer and Director
(Principal
Executive Officer)
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September 12,
2019
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/s/
Kevin M. Farr
Kevin
M. Farr
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Chief
Financial Officer
(Principal
Financial and Accounting Officer)
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|
September 12,
2019
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/s/
Frank L. Jaksch, Jr.
Frank
K. Jaksch, Jr.
|
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Executive
Chairman of the Board
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September 12,
2019
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/s/
Stephen A. Block
Stephen
A. Block
|
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Director
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September 12,
2019
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/s/ Jeff
Baxter
Jeff
Baxter
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Director
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September 12,
2019
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/s/ Kurt
Gustafson
Kurt
Gustafson
|
|
Director
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September 12,
2019
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______________
Tony
Lau
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Director
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/s/
Steven Rubin
Steven
Rubin
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Director
|
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September 12,
2019
|
/s/
Wendy Yu
Wendy
Yu
|
|
Director
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September 12,
2019
|
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