If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d 1(e), 240.13d 1(f) or 240.13d 1(g), check the following
box. ☐
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 171077407
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SC 13D/A
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Page 2 of 8
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1.
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Names of
Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
PIONEER STEP HOLDINGS LIMITED
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
4,333,960
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8.
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Shared Voting Power
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9.
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Sole Dispositive Power
4,333,960
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10.
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Shared Dispositive Power
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,333,960
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount
in Row (11)
8.1% (1)
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14.
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Type of Reporting Person (See
Instructions)
CO
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(1)
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Calculated based upon 53,797,053 outstanding shares of the common stock of the Issuer, which represents 48,187,298 shares reported by the Issuer to be issued and outstanding as of November 8, 2017, as set forth in
the Issuers quarterly report on Form
10-Q,
for the quarter ended September 30, 2017, as filed with the Securities and Exchange Commission on November 9, 2017, plus 5,609,755 shares (the
November 2017 Closing Shares
) issued to Pioneer Step Holdings Limited and the other November 2017 Purchasers, pursuant to the November 2017 Purchase Agreement, described in Item 4 of this Schedule 13D.
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CUSIP No. 171077407
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SC 13D/A
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Page
3
of 8
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1.
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Names of
Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
CHAU HOI SHUEN SOLINA HOLLY
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Permanent resident of the Hong Kong Special Administrative Region,
Peoples Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
4,333,960
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8.
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Shared Voting Power
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9.
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Sole Dispositive Power
4,333,960
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10.
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Shared Dispositive Power
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,333,960
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount
in Row (11)
8.1% (1)
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14.
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Type of Reporting Person (See
Instructions)
IN
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(1)
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Calculated based upon 53,797,053 outstanding shares of the common stock of the Issuer, which represents 48,187,298 shares reported by the Issuer to be issued and outstanding as of November 8, 2017, as set forth in
the Issuers quarterly report on Form
10-Q,
for the quarter ended September 30, 2017, as filed with the Securities and Exchange Commission on November 9, 2017, plus 5,609,755 shares (the
November 2017 Closing Shares
) issued to Pioneer Step Holdings Limited and the other November 2017 Purchasers, pursuant to the November 2017 Purchase Agreement, described in Item 4 of this Schedule 13D.
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CUSIP No. 171077407
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SC 13D/A
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Page
4
of 8
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EXPLANATORY STATEMENT
.
This Amendment No. 4 to Schedule 13D (
Amendment No.
4
) relates to shares of Common Stock of the
Issuer (
Shares
) and is being filed on behalf of the Reporting Persons. This Amendment No. 4 amends and supplements the Amendment No. 3 to Schedule 13D previously filed with the Securities and Exchange Commission
(the
SEC
) on November 7, 2017 (
Amendment No.
3
), the Amendment No. 2 to Schedule 13D previously filed with the SEC on May 26, 2017
(
Amendment No.
2
), the Amendment No. 1 to Schedule 13D previously filed with the SEC on May 11, 2017 (
Amendment No.
1
),
and the initial Schedule 13D previously filed with the SEC on May 8, 2017 (the
Initial Schedule 13D
, together with Amendment No. 1, Amendment No. 2, Amendment No. 3, and this Amendment No. 4, the
Schedule 13D
). This Amendment No. 4 is being amended to reflect certain changes to the aggregate amount of Shares beneficially owned by the Reporting Persons.
ITEM 4. PURPOSE OF TRANSACTION.
November 2017
Securities Purchase Agreement
On November 3, 2017, Pioneer Step Holdings Limited (
Pioneer Step
) and certain other
purchasers named therein (each a
November 2017 Purchaser
and together, the
November 2017 Purchasers
) entered into a Securities Purchase Agreement with the Issuer (the
November 2017
Purchase Agreement
). Pursuant to the November 2017 Purchase Agreement, the Issuer agreed to issue and sell to the November 2017 Purchasers an aggregate of approximately $23 million of Common Stock (5,609,755 Shares) at a purchase
price of $4.10 per share (the
November 2017 Transaction
). Pioneer Step, in its capacity as a November 2017 Purchaser, has agreed to purchase 487,805 Shares in the November 2017 Transaction. The November 2017 Transaction
closed on November 17, 2017, at which closing the Issuer issued 487,805 Shares to Pioneer Step and 5,121,950 Shares to the other November 2017 Purchasers.
April 2017 Securities Purchase Agreement
On
April 26, 2017, Pioneer Step Holdings Limited (
Pioneer Step
) and Champion River Ventures Limited (
Champion River
, each an
April 2017 Purchaser
and together, the
April 2017 Purchasers
) entered into a Securities Purchase Agreement with the Issuer (the
April 2017 Purchase Agreement
). Pursuant to the April 2017 Purchase Agreement, the Issuer agreed to sell and
issue to the April 2017 Purchasers an aggregate of up to $25 million of its Common Stock at a purchase price of $2.60 per share in three tranches of approximately $3.5 million, $16.4 million and $5.1 million, respectively. The
first tranche (the
First Tranche
) closed on April 27, 2017, at which closing the Issuer issued 538,462 Shares to Pioneer Step and 807,692 Shares to the other April 2017 Purchaser. Pursuant to the First Amendment to
Securities Purchase Agreement, dated May 24, 2017 (the
First Amendment
), by and among the Issuer and the April 2017 Purchasers, the second tranche (the
Second Tranche
) closed on May 24,
2017, at which closing the Issuer issued 2,521,526 Shares to Pioneer Step and 3,782,288 Shares to the other April 2017 Purchaser. Pursuant to the First Amendment, following approval by the Issuers stockholders, the third tranche (the
Third Tranche
) closed on August 18, 2017, at which closing the Issuer issued 786,167 Shares to Pioneer Step and 1,179,250 Shares to the other April 2017 Purchaser.
Upon completion of the Second Tranche, the April 2017 Purchase Agreement required that the Issuers Board of Directors (the
Board
) increase the number of authorized directors so as to create two vacant seats on the Board, which vacancies were to be filled on a date following the Issuers 2017 Annual Meeting of Stockholders by one designee
selected by each of the April 2017 Purchasers (the
Purchaser Designees
). As such, Pioneer Step exercised its right to designate for appointment an individual to fill one of the two new vacancies on the Issuers Board.
Thereafter, on August 18, 2017, in connection with the closing of the Third Tranche, Wing Tak Wendy Yu was designated by the Reporting Persons and appointed by the Issuer as a director.
In addition, from and after the date of the April 2017 Purchase Agreement, upon prior written request thereof by any April 2017 Purchaser, the Issuer shall
use reasonable efforts to enter into one or more voting agreements with one or more of the April 2017 Purchasers and such other substantial holders of Common Stock as reasonably requested by such April 2017 Purchaser(s) and agreed to by the Issuer
in respect of the election of the Purchaser Designees.
November 2017 Registration Rights Agreement
Simultaneously with the execution of the November 2017 Purchase Agreement, the Issuer, Pioneer Step and the other November 2017 Purchasers entered into a
Registration Rights Agreement, dated November 3, 2017 (the
November 2017 Registration Rights Agreement
) with respect to the Shares acquired under the November 2017 Purchase Agreement. The November 2017 Registration
Rights Agreement grants Pioneer Step and the other November 2017 Purchasers customary shelf and piggyback registration rights.
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CUSIP No. 171077407
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SC 13D/A
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April 2017 Registration Rights Agreement
At the closing of the First Tranche, the April 2017 Purchase Agreement required that the Issuer and the April 2017 Purchasers promptly enter into a
Registration Rights Agreement in form and substance reasonably acceptable to the April 2017 Purchasers (the
April 2017 Registration Rights Agreement
) with respect to the Shares acquired under the April 2017 Purchase
Agreement. The Issuer and the April 2017 Purchasers entered into the April 2017 Registration Rights Agreement on April 29, 2017. The April 2017 Registration Rights Agreement grants the April 2017 Purchasers customary shelf and piggyback
registration rights.
The foregoing descriptions of the November 2017 Purchase Agreement, the April 2017 Purchase Agreement, the November 2017
Registration Rights Agreement, the April 2017 Registration Rights Agreement, and the First Amendment are not complete and are qualified in their entirety by reference to the full text of the November 2017 Purchase Agreement, the April 2017 Purchase
Agreement, the November 2017 Registration Rights Agreement, the April 2017 Registration Rights Agreement, and the First Amendment, which are incorporated by reference into this Schedule 13D pursuant to Exhibits 99.2, 99.3, 99.4, 99.5, and 99.6 of
Item 7 hereof.
Pioneer Step acquired the Shares pursuant to the April 2017 Purchase Agreement and the November 2017 Purchase Agreement as investments in
its ordinary course of business.
In connection with the foregoing, and as may be appropriate from time to time, each of the Reporting Persons may
consider the feasibility and advisability of various alternative courses of action with respect to its investment in the Issuer, including, without limitation: (a) the acquisition or disposition by the Reporting Persons of Shares, including
through derivative transactions which may include security-based swaps and short sales; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a
sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of
the Issuer; (f) other material changes in the Issuers business or corporate structure; (g) changes in the Issuers articles of incorporation or bylaws or other actions that may impede the acquisition of control of the Issuer by
any person; (h) causing any class of the Issuers securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12 of the Exchange Act; or (j) any action similar to those enumerated above.
Except as described in Item 6 and this Item 4 and any plans or proposals that may from time to time be discussed or considered by the directors of the Issuer,
including the Purchaser Designee, in her fiduciary capacity as a director of the Issuer, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j)
of this paragraph.
The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any
time and from time to time, to acquire additional Shares, dispose of some or all of the Shares, in each case in open market or private transactions, block sales or otherwise, and review or reconsider their position, change their purpose, take other
actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the foregoing paragraph of this Item 4) or formulate and implement plans or
proposals with respect to any of the foregoing. Except as set forth in this Schedule 13D, no contract, arrangement, relationship or understanding (either oral or written) exists among the Reporting Persons as to the acquisition, disposition, voting
or holding of Shares.
The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including
the Issuers business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuers stock in particular, as well as other developments.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) As of November 21, 2017, Pioneer Step beneficially owned and had sole voting and dispositive power with respect to 4,333,960 Shares,
representing approximately 8.1% of the 53,797,053 outstanding Shares as of the date of this Schedule 13D, based on 48,187,298 Shares reported by the Issuer to be issued and outstanding as of November 8, 2017, as set forth in the Issuers
quarterly report on Form
10-Q,
for the quarter ended September 30, 2017, as filed with the Securities and Exchange Commission on November 9, 2017, plus 5,609,755 Shares issued in the November 2017
Transaction to Pioneer Step and the other November 2017 Purchasers pursuant to the November 2017 Purchase Agreement, described in Item 4 of this Schedule 13D.
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CUSIP No. 171077407
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SC 13D/A
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Page
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As of November 21, 2017, 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 Shares beneficially owned by Pioneer Step.
The share ownership
reported by Pioneer Step on this Schedule 13D does not include any Shares owned by other November 2017 Purchasers, and each of Pioneer Step and the other Reporting Person on this Schedule 13D disclaims beneficial ownership of any Shares owned by any
other person.
(c) Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the
past sixty days is set forth in Item 4 and incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS
EXHIBITS.
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Exhibit 24
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Power of Attorney (incorporated herein by reference to Exhibit 24 to the Schedule 13D, filed by the Reporting Persons with the Securities and Exchange Commission on May 8, 2017).
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Exhibit 99.1
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Joint Filing Agreement as required by Rule
13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended.
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Exhibit 99.2
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Securities Purchase Agreement, dated as of November 3, 2017, by and between ChromaDex Corporation, Pioneer Step Holdings Limited, and certain other purchasers named therein (incorporated herein by reference to Exhibit 99.1 of
the Issuers Current Report on Form
8-K,
filed with the Securities and Exchange Commission on November 6, 2017).
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Exhibit 99.3
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Securities Purchase Agreement, dated as of April 26, 2017, by and between ChromaDex Corporation, Champion River Ventures Limited, and Pioneer Step Holdings Limited (incorporated herein by reference to Exhibit 99.1 of the
Issuers Current Report on Form
8-K,
filed with the Securities and Exchange Commission on April 27, 2017).
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Exhibit 99.4
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Registration Rights Agreement, dated as of November 3, 2017, by and between ChromaDex Corporation, Pioneer Step Holdings Limited, and certain other purchasers named therein (incorporated herein by reference to Exhibit 99.2 of
the Issuers Current Report on Form
8-K,
filed with the Securities and Exchange Commission on November 6, 2017).
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Exhibit 99.5
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Registration Rights Agreement, dated as of April 29, 2017, by and between ChromaDex Corporation, Champion River Ventures Limited, and Pioneer Step Holdings Limited (incorporated herein by reference to Exhibit 99.1 of the
Issuers Current Report on Form
8-K,
filed with the Securities and Exchange Commission on May 2, 2017).
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Exhibit 99.6
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First Amendment to Securities Purchase Agreement, dated as of May 24, 2017, by and between ChromaDex Corporation, Champion River Ventures Limited, and Pioneer Step Holdings Limited (incorporated herein by reference to Exhibit
99.1 of the Issuers Current Report on Form
8-K,
filed with the Securities and Exchange Commission on May 25, 2017).
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SC 13D/A
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: November 21, 2017
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PIONEER STEP HOLDINGS LIMITED
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By:
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/s/ Ng Ngar Bun Raymond
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Name: Ng Ngar Bun Raymond
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Title:
Attorney-in-Fact
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CHAU HOI SHUEN SOLINA HOLLY
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By:
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/s/ Ng Ngar Bun Raymond
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Name: Ng Ngar Bun Raymond
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Title:
Attorney-in-Fact
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CUSIP No. 171077407
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SC 13D/A
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Page
8
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EXHIBIT INDEX
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Exhibit No.
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Description
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24
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Power of Attorney (incorporated herein by reference to Exhibit 24 to the Schedule 13D, filed by the Reporting Persons with the Securities and Exchange Commission on May 8, 2017).
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99.1
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Joint Filing Agreement as required by Rule
13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended.
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99.2
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Securities Purchase Agreement, dated as of November 3, 2017, by and between ChromaDex Corporation, Pioneer Step Holdings Limited, and certain other purchasers named therein (incorporated herein by reference to Exhibit 99.1 of
the Issuers Current Report on Form
8-K,
filed with the Securities and Exchange Commission on November 6, 2017).
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99.3
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Securities Purchase Agreement, dated as of April 26, 2017, by and between ChromaDex Corporation, Champion River Ventures Limited, and Pioneer Step Holdings Limited (incorporated herein by reference to Exhibit 99.1 of the
Issuers Current Report on Form
8-K,
filed with the Securities and Exchange Commission on April 27, 2017).
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99.4
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Registration Rights Agreement, dated as of November 3, 2017, by and between ChromaDex Corporation, Pioneer Step Holdings Limited, and certain other purchasers named therein (incorporated herein by reference to Exhibit 99.2 of
the Issuers Current Report on Form
8-K,
filed with the Securities and Exchange Commission on November 6, 2017).
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99.5
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Registration Rights Agreement, dated as of April 29, 2017, by and between ChromaDex Corporation, Champion River Ventures Limited, and Pioneer Step Holdings Limited (incorporated herein by reference to Exhibit 99.1 of the
Issuers Current Report on Form
8-K,
filed with the Securities and Exchange Commission on May 2, 2017).
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99.6
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First Amendment to Securities Purchase Agreement, dated as of May 24, 2017, by and between ChromaDex Corporation, Champion River Ventures Limited, and Pioneer Step Holdings Limited (incorporated herein by reference to Exhibit
99.1 of the Issuers Current Report on Form
8-K,
filed with the Securities and Exchange Commission on May 25, 2017).
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