As filed with the Securities and Exchange Commission on March 23,
2018
Registration No.
333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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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10005 Muirlands Boulevard
Suite G
Irvine, CA 92618
(949) 419-0288
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive
offices)
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2017 Equity Incentive Plan
(Full title of the plan)
Frank L. Jaksch, Jr.
Chief Executive Officer
10005 Muirlands Boulevard
Suite G
Irvine, CA 92618
(949) 419-0288
(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
10005 Muirlands Boulevard
Suite G
Irvine, CA 92618
(949) 419-0288
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Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, 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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Accelerated filer
☒
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Non-accelerated filer
☐
(Do
not check if a smaller reporting company)
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Smaller reporting company
☐
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Emerging growth company
☐
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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 securities
to be registered
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Amount to be registered (1)(2)
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Proposed
maximum
offering price
per share (3)
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Proposed maximum aggregate offering price (3)
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Amount of registration fee
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2017 Equity Incentive Plan
Common Stock,
par value $0.001 per share
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500,000
shares
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$
5.65
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$
2,825,000
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$
351.72
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (the “Securities Act”), this Registration
Statement shall also cover any additional shares of the
Registrant’s Common Stock (“Common Stock”) that
become issuable under the ChromaDex Corporation 2017 Equity
Incentive Plan, as amended (the “2017 Plan”), by reason
of any stock dividend, stock split, recapitalization or other
similar transaction effected without receipt of consideration that
increases the number of outstanding shares of Common
Stock.
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(2)
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Represents 500,000 shares of Common Stock pursuant to a stock
option that was granted pursuant to the 2017 Plan in compliance
with NASDAQ Listing Rule 5635(c)(4) (the "Inducement
Award").
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(3)
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The proposed maximum aggregate offering price per share and
proposed maximum aggregate offering price are based upon the
exercise price of the Inducement Award.
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INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENT ON FORM S-8 NO. 333-221246
This Registration Statement on Form S-8 is being filed for the
purpose of increasing the number of securities of the same class as
other securities for which a Registration Statement on
Form S-8 relating to the same benefit plan are
effective. This Registration Statement on Form S-8
registers the offer and sale of an
additional 500,000 shares of the Registrant’s
common stock for issuance under the ChromaDex Corporation 2017
Equity Incentive Plan, as amended (the “
2017
Plan
”), pursuant to a
stock option (the “
Inducement
Award
”) that was granted
to an individual entering into employment with the Registrant
within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules
(“
Rule
5635(c)(4)
”). The 2017
Plan was amended by the Board of Directors of the Registrant to
provide for the Inducement Award without stockholder approval as
permitted by Rule 5635(c)(4). The Registrant previously
registered shares of its common stock for issuance under the 2017
Plan on a Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the “SEC”) on
October 31, 2017 (File No. 333-221246) (the
“
Prior
Registration Statement
”).
Pursuant to General Instruction E to Form S-8, this
Registration Statement hereby incorporates by reference the
contents of the Prior Registration Statement.
ITEM 8. EXHIBITS.
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Exhibit
Number
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Description
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Amended
and Restated Certificate of Incorporation of the Registrant
(incorporated by reference from, and filed as Exhibit 3.1 to the
Registrant’s Annual Report on Form 10-K (File No. 001-37752)
filed with the SEC on March 15, 2018).
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Certificate
of Amendment to the Certificate of Incorporation of the Registrant
(incorporated by reference from, and filed as Exhibit 3.1 to the
Registrant’s Current Report on Form 8-K (File No. 000-53290)
filed with the SEC on April 12, 2016).
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Bylaws
of the Registrant (incorporated by reference from, and filed as
Exhibit 3.2 to the Registrant’s Current Report on Form 8-K
(File No. 333-140056) filed with the SEC on June 24,
2008).
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Amendment
to Bylaws of the Registrant (incorporated by reference from, and
filed as Exhibit 3.1 to the Registrant’s Current Report on
Form 8-K (File No. 001-37752) filed with the SEC on July 19,
2016).
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Form of
Stock Certificate representing shares of the Registrant’s
Common Stock (incorporated by reference from, and filed as Exhibit
4.1 of the Registrant’s Annual Report on Form 10-K (File No.
000-53290) filed with the SEC on April 3, 2009).
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Investor’s
Rights Agreement, effective as of December 31, 2005, by and between
The University of Mississippi Research Foundation and the
Registrant (incorporated by reference from, and filed as Exhibit
4.1 to the Registrant’s Current Report on Form 8-K (File No.
333-140056) 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 from,
and filed as Exhibit 4.2 to the Registrant’s Current Report
on Form 8-K (File No. 333-140056) filed with the SEC on June 24,
2008).
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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 from and filed as Exhibit 4.4 to the
Registrant’s Annual Report on Form 10-K (File No. 000-53290)
filed with the SEC on March 17, 2016).
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Opinion
of Cooley LLP.
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Consent
of Marcum LLP.
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Consent
of Cooley LLP. Reference is made to Exhibit 5.1.
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Power
of Attorney. Reference is made to the signature page
hereto.
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ChromaDex
Corporation 2017 Equity Incentive Plan, as amended, and Form of
Option Grant Notice, Form of Option Agreement, Form of Restricted
Stock Award Grant Notice, Form of Restricted Stock Award Agreement,
Form of Restricted Stock Unit Award Grant Notice and Form of
Restricted Stock Unit Award Agreement thereunder (incorporated by
reference from, and filed as Exhibit 10.66 to the Registrant's
Annual Report on Form 10-K (File No. 001-37752) filed with the SEC
on March 15, 2018).
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SIGNATURES
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-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Irvine, State of California, on March 23, 2018.
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CHROMADEX CORPORATION
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By:
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/s/ Frank L.
Jaksch Jr.
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Frank L. Jaksch
Jr.
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Chief Executive
Officer
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KNOW
ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frank L. Jaksch Jr. and Kevin M.
Farr, and each of them, as his or her true and lawful
attorneys-in-fact and agents, each with the full power of
substitution, for him or her and in his or her name, place or
stead, in any and all capacities, to sign any and all amendments to
this Registration Statement (including post-effective amendments),
and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ FRANK L. JAKSCH JR.
Frank L. Jaksch Jr.
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Chief Executive Officer and Director
(Principal Executive
Officer)
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March 23, 2018
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/s/ KEVIN M. FARR
Kevin M. Farr
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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March 23, 2018
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/s/ ROBERT FRIED
Robert Fried
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President, Chief Operating Officer, and Director
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March 23, 2018
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/s/ STEPHEN ALLEN
Stephen Allen
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Chairman of the Board and Director
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March 23, 2018
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/s/ STEPHEN BLOCK
Stephen Block
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Director
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March 23, 2018
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/s/ JEFF BAXTER
Jeff Baxter
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Director
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March 23, 2018
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/s/ KURT GUSTAFSON
Kurt Gustafson
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Director
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March 23, 2018
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/s/ TONY LAU
Tony Lau
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Director
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March 23, 2018
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/s/ STEVEN RUBIN
Steven Rubin
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Director
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March 23, 2018
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/s/ WENDY YU
Wendy Yu
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Director
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March 23, 2018
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