Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-233729
 
 
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 October 1, 2019, the closing sale price of our Common Stock on The Nasdaq Capital Market was $3.64 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 October 2, 2019
 
 
 
 
 
TABLE OF CONTENTS
 
 
 
 
 
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ABOUT THIS PROSPECTUS
 
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.
 
 
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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:
 
our business;
our business strategy;
products and services we may offer in the future;
the outcome and impact of litigation;
the timing and results of future regulatory filings;
our ability to collect from major customers;
our sales and marketing strategy and capital outlook;
our estimates regarding our capital requirements, future expenses and need for additional financing; and
our use of the net proceeds from this offering.
 
In some cases, you can identify forward-looking statements by terms such as may, will, “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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PROSPECTUS SUMMARY
 
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.
 

 
 
 
 
 
 
 
  -4-
 
 
 

 
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
 
 
 
 
   
 
 
Common Stock Offered by the Selling Stockholders
 
3,835,002 Shares
 
 
 
 
 
 
Use of Proceeds
 
We will not receive any proceeds from the sale of Shares covered by this prospectus
 
 
 
 
 
 
Nasdaq Capital Market Symbol
 
CDXC
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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RISK FACTORS
 
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.
 
 
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USE OF PROCEEDS
 
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.
 
 
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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
 
Shares of Common Stock Beneficially Owned Prior to this Offering(1)
 
 
Maximum Number of Shares of
Common Stock
 
 
Shares of Common Stock Beneficially Owned After this Offering(1)(2)
 
 
 
Number
 
 
Percentage
 
 
Being Offered
 
 
Number
 
 
 Percentage
 
GIC Private Limited(3)
  1,119,820 
  1.88%
  1,119,820 
  - 
  - 
Grandwin Enterprises Limited(4)
  548,557 
  * 
  447,928 
  100,629 
  * 
Pioneer Step Holdings Limited(5)
  5,467,587 
  9.18%
  1,133,627 
  4,333,960 
  7.28%
Winsave Resources Limited(6)
  2,353,139 
  3.95%
  1,133,627 
  1,219,512 
  2.05%
 
* Less than 1%
 
(1)
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.
(2)
Assumes sale of all Shares available for sale under this prospectus and no further acquisitions of shares of Common Stock by the selling stockholders.
(3)
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.
(4)
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.
(5)
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.
 
 
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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.
 
 
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PLAN OF DISTRIBUTION
 
We are registering the Shares issued to the selling stockholders to permit the resale of these Shares by the holders of the Shares from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the Shares. We will bear all fees and expenses incident to our obligation to register the Shares.
 
The selling stockholders may sell all or a portion of the Shares beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the Shares are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agents 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. 
 
 
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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.
 
 
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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.
 
 
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LEGAL MATTERS
 
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 managements 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.
 
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
  
 
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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.
 
 
 

 
 
  
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