Filed
Pursuant to Rule 424(b)(3)
Registration Statement No. 333-233729
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
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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:
●
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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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.
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(6)
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Winsave Resources
Limited (“Winsave
Resources”) beneficially
owns and has sole voting and dispositive power with respect to the
shares. Li Ka Shing (Overseas) Foundation (“LKSOF”), by
virtue of being the sole shareholder of Winsave Resources, may be
deemed to beneficially own and have sole voting and dispositive
power with respect to the shares held by Winsave Resources.
Investment decisions by LKSOF are made by the majority vote of its
board of directors currently consisting of fourteen (14) persons of
which Li Ka Shing (“Mr. Li”) is the Chairman.
Investment decisions by Winsave Resources are made by the majority
vote of its board of directors currently consisting of five (5)
persons. Mr. Li is not a director or officer of Winsave Resources,
and Mr. Li does not report as having Section 13(d) beneficial
ownership over any of the shares held by Winsave
Resources.
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Relationship with Selling Stockholders
As discussed in
greater detail above under the section titled “Prospectus Summary—Private
Placements” (i) in
May 2019, we entered into the Note Purchase Agreement with certain
selling stockholders pursuant to which we sold and issued the
Notes, which Notes were subsequently converted into shares of our
Common Stock, and also entered into the May Registration Rights
Agreement with such selling stockholders pursuant to which we
agreed to file a registration statement with the SEC to cover the
resale of the Conversion Shares by such selling stockholders and
(ii) in August 2019, we entered into the Purchase Agreement with
certain selling stockholders pursuant to which we sold and issued
shares of our Common Stock and also entered into the August
Registration Rights Agreement with such selling stockholders
pursuant to which we agreed to file a registration statement with
the SEC to cover the resale of the shares of our Common Stock
issued pursuant to the Purchase Agreement by such selling
stockholders.
Except as noted in
the footnotes to the table above, none of the selling stockholders
has held any position or office with us or our affiliates within
the last three years or has had a material relationship with us or
any of our predecessors or affiliates within the past three years,
other than as a result of the ownership of our shares of Common
Stock or other securities.
We are registering
the Shares issued to the selling stockholders to permit the resale
of these Shares by the holders of the Shares from time to time
after the date of this prospectus. We will not receive any of the
proceeds from the sale by the selling stockholders of the Shares.
We will bear all fees and expenses incident to our obligation to
register the Shares.
The selling
stockholders may sell all or a portion of the Shares beneficially
owned by them and offered hereby from time to time directly or
through one or more underwriters, broker-dealers or agents. If the
Shares are sold through underwriters or broker-dealers, the selling
stockholders will be responsible for underwriting discounts or
commissions or agent’s
commissions. The Shares may be sold on any national securities
exchange or quotation service on which the securities may be listed
or quoted at the time of sale, in the over-the-counter market or in
transactions otherwise than on these exchanges or systems or in the
over-the-counter market and in one or more transactions at fixed
prices, at prevailing market prices at the time of the sale, at
varying prices determined at the time of sale, or at negotiated
prices. These sales may be effected in transactions, which may
involve crosses or block transactions. The selling stockholders may
use any one or more of the following methods when selling
Shares:
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ordinary brokerage
transactions and transactions in which the broker-dealer solicits
purchasers;
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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;
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purchases by a
broker-dealer as principal and resale by the broker-dealer for its
account;
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an exchange
distribution in accordance with the rules of the applicable
exchange;
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privately
negotiated transactions;
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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;
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a combination of
any such methods of sale; or
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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.
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.
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