As filed with the Securities and Exchange Commission on August 18,
2020
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)
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Delaware
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26-2940963
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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10900 Wilshire Blvd., Suite 600
Los Angeles, California 90024
(310) 388-6706
(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)
Robert Fried
Chief Executive Officer
10900 Wilshire Blvd., Suite 600
Los Angeles, California 90024
(310) 388-6706
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Thomas
A. Coll
Matthew T. Browne
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
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Kevin M. Farr
Chief Financial Officer
10900 Wilshire Boulevard, Suite 600
Los Angeles, CA 90024
(310) 388-6706
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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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5,500,000
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$4.84
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$26,620,000
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$3,455.28
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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 shares that were added to the 2017 Plan pursuant to a
share reserve increase approved by the Registrant’s
stockholders on June 19, 2020.
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(3)
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Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and Rule 457(h) under the
Securities Act. The proposed maximum aggregate offering price per
share and proposed maximum aggregate offering price are based upon
the average of the high and low prices of the Registrant’s
Common Stock on August 12, 2020, as reported on The Nasdaq Capital
Market.
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INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENTS ON FORM S-8
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 Registration Statements 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 5,500,000 shares of the
Registrant’s common stock that were added to the ChromaDex
Corporation 2017 Equity Incentive Plan, as amended (the “2017
Plan”), pursuant to a share reserve increase approved by the
Registrant’s stockholders on June 19, 2020. The
Registrant previously registered shares of its common stock for
issuance under the 2017 Plan on Registration Statements on
Form S-8 filed with the Securities and Exchange Commission
(the “SEC”) on October 31, 2017 (File
No. 333-221247), March 23, 2018 (File
No. 333-223889) and August 22, 2018 (File
No. 333-226972) (the “Prior Registration
Statements”). Pursuant to General Instruction E to
Form S-8, this Registration Statement hereby incorporates by
reference the contents of the Prior Registration
Statements.
ITEM 8. EXHIBITS.
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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Form of
Stock Certificate representing shares of ChromaDex Corporation
Common Stock (new design effective as of December 10, 2018,
incorporated by reference to Exhibit 4.5 to the Registrant’s
Annual Report on Form 10-K filed with the SEC on March 07,
2019).
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Registration
Rights Agreement, dated as of May 9, 2019, by and among the
Registrant and the parties thereto (incorporated by reference to
Exhibit 99.2 to the Registrant’s Current Report on Form 8-K
filed with the SEC on May 10, 2019).
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Registration
Rights Agreement, dated as of August 15, 2019, by and among the
Registrant and the parties thereto (incorporated by reference to
Exhibit 99.1 to the Registrant’s Current Report on Form 8-K
filed with the SEC on August 15, 2019).
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Registration
Rights Agreement, dated as of April 27, 2020, by and among the
Registrant and the parties thereto (incorporated by reference to
Exhibit 99.2 to the Registrant’s Current Report on Form 8-K
filed with the SEC on April 29, 2020).
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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 (incorporated by
reference from, and filed as Exhibit 99.1 to the Registrant’s
Current Report on Form 8-K (File No. 001-37752) filed with the SEC
on June 22, 2020).
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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 Los
Angeles, State of California, on August 18, 2020.
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CHROMADEX CORPORATION
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By:
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/s/ Robert
Fried
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Robert
Fried
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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 Robert Fried 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/
ROBERT FRIED
Robert
Fried
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Chief Executive Officer and Director
(Principal Executive Officer)
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August 18, 2020
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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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August 18, 2020
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/s/
FRANK L. JAKSCH JR.
Frank
L. Jaksch Jr.
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Executive Chairman and Director
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August 18, 2020
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/s/
STEPHEN BLOCK
Stephen Block
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Director
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August 18, 2020
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/s/
JEFF BAXTER
Jeff Baxter
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Director
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August 18, 2020
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/s/
KURT GUSTAFSON
Kurt Gustafson
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Director
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August 18, 2020
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/s/
TONY LAU
Tony Lau
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Director
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August 18, 2020
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/s/
STEVEN RUBIN
Steven Rubin
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Director
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August 18, 2020
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/s/
WENDY YU
Wendy Yu
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Director
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August 18, 2020
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