As filed with the United States Securities and Exchange Commission
on September 26, 2019
Registration
No. 333-233729
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(3)
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Common Stock, par
value $0.001 per share
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3,835,002
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$4.08
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$15,646,808.16
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$1,896.40
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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 24, 2019, a date within five
business days prior to the filing of this registration
statement, on the NASDAQ
Capital Market, which was $4.08.
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(3)
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The registrant
previously paid $1,845.26 in connection with the initial filing of
the registration statement.
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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 26,
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
11. 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 25, 2019, the closing sale
price of our Common Stock on The Nasdaq Capital Market was
$4.19 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 7 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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7
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9
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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.
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Bylaws Provision – Forum for Adjudication of
Disputes
Among
other things, our bylaws, as amended, provide that the Court of
Chancery of the State of Delaware will be the sole and exclusive
forum for the following types of actions or proceedings under
Delaware statutory or common law: (i) any derivative action or
proceeding brought on our behalf; (ii) any action or proceeding
asserting a claim of breach of a fiduciary duty owed by any of our
current or former directors, officers or other employees to us or
our stockholders; (iii) any action or proceeding asserting a claim
against us or any of our current or former directors, officers or
other employees, arising out of or pursuant to any provision of the
Delaware General Corporation Law, our amended and restated
certificate of incorporation, as amended, or our bylaws, as
amended; or (iv) any action asserting a claim against us governed
by the internal affairs doctrine, in all cases to the fullest
extent permitted by law and subject to the court’s having
personal jurisdiction over the indispensable parties named as
defendants; provided, that, these provisions will not apply to
suits brought to enforce a duty or liability created by the
Securities Act, the Exchange Act or any other claim for which the
federal courts have exclusive jurisdiction.
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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Maximum Number of Shares of
Common Stock
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Shares of Common Stock Beneficially Owned After this
Offering(1)(2)
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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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* Less than
1%
(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.
|
(6)
|
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.
|
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.
|
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
|
$ 1,896
|
Legal Fees and
Expenses
|
$200,000
|
Accountants’
Fees and Expenses
|
$20,000
|
Miscellaneous
|
$ 8,104
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Total
|
$230,000
|
Item 15.
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Indemnification of Directors and Officers.
|
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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|
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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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|
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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.
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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.
†
Previously filed.
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 Amendment No. 1 to 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
26,
2019.
|
|
CHROMADEX CORPORATION
|
|
|
|
|
By:
|
/s/ Robert
Fried
|
|
|
Robert
Fried
|
|
|
Chief Executive Officer
|
Pursuant to the
requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/
Robert Fried
Robert
Fried
|
|
Chief Executive
Officer and Director
(Principal Executive
Officer)
|
|
September
26,
2019
|
/s/
Kevin M. Farr
Kevin M.
Farr
|
|
Chief Financial
Officer
(Principal Financial and Accounting
Officer)
|
|
September
26,
2019
|
/s/
Frank L. Jaksch, Jr.*
Frank
L. Jaksch, Jr.
|
|
Executive Chairman
of the Board
|
|
September
26,
2019
|
/s/
Stephen A. Block*
Stephen A.
Block
|
|
Director
|
|
September
26,
2019
|
/s/ Jeff
Baxter*
Jeff
Baxter
|
|
Director
|
|
September
26,
2019
|
/s/ Kurt
Gustafson*
Kurt
Gustafson
|
|
Director
|
|
September
26,
2019
|
______________
Tony
Lau
|
|
Director
|
|
|
/s/
Steven Rubin*
Steven
Rubin
|
|
Director
|
|
September
26,
2019
|
/s/
Wendy Yu*
Wendy
Yu
|
|
Director
|
|
September
26,
2019
|
*
Pursuant to power of attorney
By:
|
/s/ Robert Fried
|
|
Robert
Fried
|
|
Attorney-in-fact
|
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