As filed with the United
States Securities and Exchange Commission on June 22, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ChromaDex Corporation
(Exact Name of Registrant As Specified in Its Charter)
Delaware |
|
26-2940963 |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification Number) |
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)
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)
With copies to:
Ben D. Orlanski, Esq.
Louis Rambo, Esq.
Proskauer Rose LLP
2029 Century Park East
Suite 2400
Los Angeles, CA 90067-3010
(310) 557-2193 |
|
Brianna Gerber
Chief Financial Officer
10900 Wilshire Blvd., Suite 600
Los Angeles, California 90024
(310) 388-6706 |
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this Registration Statement.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest reinvestment plans, check the following box ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the
Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☐
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 ☐ |
|
Accelerated filer ☐ |
Non-accelerated filer ☒ |
|
Smaller reporting company ☒ |
|
|
Emerging growth company ☐ |
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.
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This registration statement
contains:
| ● | a base prospectus which covers the offering, issuance and sale by the registrant of up to a maximum
aggregate offering price of $125,000,000 of the registrant’s common stock, debt securities, warrants, and/or units consisting
of two or more of these securities; and |
| ● | a sales agreement
prospectus supplement covering the offering, issuance and sale of up to $47,800,000 of shares of the registrant’s common stock
that may be issued and sold under the At Market Issuance Sales Agreement, dated June 12, 2020 (the “Sales Agreement”),
by and among the registrant, B. Riley Securities, Inc. and Raymond James & Associates, Inc. |
The base prospectus immediately
follows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus will be specified in
a prospectus supplement to the base prospectus. The sales agreement prospectus supplement immediately follows the base prospectus. The
common stock that may be offered, issued and sold by the registrant under the sales agreement prospectus supplement is included in the
$125,000,000 of securities that may be offered, issued and sold by the registrant under the base prospectus. Upon termination of the Sales
Agreement, any portion of the $47,800,000 included in the sales agreement prospectus supplement that is not sold pursuant to the Sales
Agreement will be available for sale in other offerings pursuant to the base prospectus.
The
information in this prospectus is not complete and may be changed. We may not sell these securities or accept an offer to buy these
securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is
not an offer to sell these securities, and it is not soliciting offers to buy these securities in any state where such offer or sale
is not permitted.
SUBJECT
TO COMPLETION, DATED JUNE 22, 2023
PROSPECTUS
$125,000,000
Common Stock
Debt Securities
Warrants
Units
From time to time, we may
offer up to $125,000,000 of any combination of the securities described in this prospectus in one or more offerings. We may also offer
securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including
any applicable antidilution provisions.
This prospectus provides a
general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities
offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in
connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change
information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any
related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being
offered.
This prospectus may not
be used to consummate a sale of any securities unless accompanied by a prospectus supplement.
Our common stock is traded on The Nasdaq Capital Market under the symbol
“CDXC.” On June 20, 2023, the last reported sales price of our common stock was $1.66 per share. The applicable prospectus
supplement will contain information, where applicable, as to any other listing on The Nasdaq Capital Market or any securities market or
other exchange of the securities, if any, covered by the applicable prospectus supplement.
We will sell these securities
directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed
basis. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution”
in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus
is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or options to purchase
additional securities will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds
we expect to receive from such sale will also be set forth in a prospectus supplement.
Investing in our securities involves
a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors”
on page 5 of this prospectus as well as those
contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents
that are incorporated by reference into this prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is , 2023.
Table of Contents
About
This Prospectus
This prospectus is a part
of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”), utilizing
a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described
in this prospectus in one or more offerings up to a total aggregate offering price of $125,000,000. This prospectus provides you with
a general description of the securities we may offer.
Each time we sell securities
under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering.
We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these
offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also
add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus.
You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information
incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before
investing in any of the securities offered.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE
A SALE OF SECURITIES UNLESS IT IS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
Neither we, nor any agent,
underwriter or dealer has authorized any person to give any information or to make any representation other than those contained or incorporated
by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf
of us or to which we have referred you. This prospectus, any applicable supplement to this prospectus or any related free writing prospectus
do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which
they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an
offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction.
You should not assume that
the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate
on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is
correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus
supplement or any related free writing prospectus is delivered, or securities are sold, on a later date.
This prospectus contains summaries
of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete
information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to
herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus
is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.”
Prospectus
Summary
This summary highlights selected
information from this prospectus and does not contain all of the information that you need to consider in making your investment decision.
You should carefully read the entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including
the risks of investing in our securities discussed under the heading “Risk Factors” contained in the applicable prospectus
supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference
into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial
statements, and the exhibits to the registration statement of which this prospectus is a part.
Unless the context requires
otherwise, references in this prospectus to “ChromaDex,” “the Company,” “we,” “us” and
“our” refer to ChromaDex Corporation.
Company Overview
ChromaDex is a global bioscience
company dedicated to healthy aging. Our team, which includes world-renowned scientists, is pioneering research pertaining to nicotinamide
adenine dinucleotide (NAD+) which is found in every cell of human bodies and levels of which decline with age.
NAD+ is an essential coenzyme,
a key regulator of cellular metabolism and is required for mitochondria to function efficiently. Best known for its role in cellular energy
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 up to 65% from young adulthood to middle age. There are other factors linked
to NAD+ depletion, including poor diet, excess alcohol consumption and a number of disease states. NAD+ levels may also be increased,
including through calorie restriction, moderate exercise and supplementation with NAD+ precursors, such as nicotinamide riboside (NR).
Healthy aging, mitochondrial health and NAD+ continue to be areas of focus in the research community. To date, there are over 475 published
human clinical studies related to NAD+ and its impact on health. Areas of study include understanding NAD+’s role in Alzheimer’s
disease, Parkinson’s disease, neuropathy, sarcopenia, liver disease and heart failure.
In 2013, we commercialized
NIAGEN®, a proprietary form of NR, a novel form of vitamin B3. Data from numerous preclinical studies, and confirmed in human clinical
trials, show that NR is a highly efficient NAD+ precursor that significantly raises blood and tissue NAD+ levels. NIAGEN® is safe
for human consumption. NIAGEN® has twice been successfully reviewed under the United States (U.S.) Food and Drug Administration’s
(FDA) new dietary ingredient (NDI) notification program, it has been successfully notified to the FDA as generally recognized as safe
(GRAS), and has been approved by Health Canada, the European Commission and the Therapeutic Goods Administration of Australia. Clinical
studies of NIAGEN® have demonstrated a variety of outcomes including increased NAD+ levels, altered body composition, increased cellular
metabolism and increased cellular energy production. NIAGEN® is protected by patents to which we are the owner or have exclusive rights.
ChromaDex is among the world
leaders in the emerging NAD+ space. Through our ChromaDex External Research Program (CERP™), we have
amassed more than 250 research 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, the Mayo Clinic, Chiba
University and Sun Yat-sen University. The results of the 250+ research agreements have allowed CERP™ to help produce the trusted
science behind Niagen® and continue to advance the understanding of NAD+ in health, diseases, and aging. We value and encourage strong
scientific rigor behind our products and seek to continually develop additional relationships in pursuit of this. CERP™ is a vital
component of our research and development platform along with our scientific advisory board. Our scientific advisory board supports the
technical and intellectual property needs of investigators, presents research at conferences, and helps build and support the NAD+ and
healthy aging research community.
Our scientific advisory
board is led by Chairman Dr. Roger Kornberg, Nobel Laureate Stanford Professor, Dr. Charles Brenner, one of the world’s
recognized experts in NAD+ and discoverer of NR as a NAD+ precursor and chair of the Department of Diabetes & Cancer Metabolism
at the City of Hope National Medical Center, Dr. Rudy Tanzi, the co-chair of the department of neurology at Harvard Medical School,
Sir John Walker, Nobel Laureate and Emeritus Director, MRC Mitochondrial Biology Unit in the University of Cambridge, England, Dr.
Bruce German, Chairman of food, nutrition and health at the University of California, Davis, Dr. Brunie Felding, Associate
Professor, Department of Molecular Medicine at Scripps Research Institute, California Campus, Dr. David Katz, the Founder and
former director of Yale University’s Yale-Griffin Prevention Research Center; President and Founder of the non-profit True
Health Initiative; and Founder and Chief Executive Officer of Diet ID, Inc. and Dr. Vilhelm (Will) Bohr, M.D., Ph.D., D.Sc., former Chief of the
Laboratory of Molecular Genetics at the National Institute on Aging of the National Institutes of Health.
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 600, 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.
All brand names or trademarks
appearing in this prospectus are the property of their respective holders. Use or display by us of other parties’ trademarks, trade
dress, or products in this prospectus is not intended to, and does not, imply a relationship with, or endorsements or sponsorship of,
us by the trademark or trade dress owners.
The Securities We May Offer
We may offer shares of
our common stock, various series of debt securities and warrants to purchase any of such securities and units consisting of two or more of these securities, up to a total aggregate
offering price of $125,000,000 from time to time in one or more offerings under this prospectus, together with any applicable
prospectus supplement and any related free writing prospectus, at prices and on terms to be determined by market conditions at the
time of the relevant offering. This prospectus provides you with a general description of the securities we may offer.
Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe
the specific amounts, prices and other important terms of the securities, including, to the extent applicable:
| ● | designation
or classification; |
| ● | aggregate
principal amount or aggregate offering price; |
| ● | maturity,
if applicable; |
| ● | original
issue discount, if any; |
| ● | rates
and times of payment of interest or dividends, if any; |
| ● | redemption,
conversion, exchange or sinking fund terms, if any; |
| ● | conversion
or exchange prices or rates, if any, and, if applicable, any provisions for changes to or
adjustments in the conversion or exchange prices or rates and in the securities or other
property receivable upon conversion or exchange; |
| ● | restrictive
covenants, if any; |
| ● | voting
or other rights, if any; and |
| ● | important
U.S. federal income tax considerations. |
The prospectus supplement
and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained
in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus
will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement
of which this prospectus is a part.
This prospectus may not
be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
We may sell the securities
directly to investors or through underwriters, dealers or agents. We, and our underwriters or agents, reserve the right to accept
or reject all or part of any proposed purchase of securities. If we do offer securities through underwriters or agents, we will
include in the applicable prospectus supplement:
| ● | the
names of those underwriters or agents; |
| ● | applicable
fees, discounts and commissions to be paid to them; |
| ● | details
regarding options to purchase additional securities, if any; and |
| ● | the
estimated net proceeds to us. |
Common Stock.
We may issue shares of our common stock from time to time. Holders of our common stock are entitled to one vote per share for the election
of directors and on all other matters that require stockholder approval. In the event of our liquidation, dissolution or winding up, holders
of our common stock are entitled to share ratably in the assets remaining after payment of liabilities. Our common stock does not carry
any preemptive rights enabling a holder to subscribe for, or receive shares of, our common stock or any other securities convertible into
shares of common stock, or any redemption rights.
Debt Securities.
We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated
convertible debt. The senior debt securities will rank equally with any other unsecured and unsubordinated debt. The subordinated debt
securities will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the
debt, to all of our senior indebtedness. Convertible debt securities will be convertible into our common stock. Conversion may be mandatory
or at the holder’s option and would be at prescribed conversion rates.
The debt securities will be
issued under one or more documents called indentures, which are contracts between us and a national banking association or other eligible
party, as trustee. In this prospectus, we have summarized certain general features of the debt securities. We urge you, however, to read
the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series
of debt securities being offered, as well as the complete indentures that contain the terms of the debt securities. A form of indenture
has been filed as an exhibit to the registration statement of which this prospectus is a part, and
supplemental indentures and forms of
debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which
this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.
Warrants.
We may issue warrants for the purchase of common stock and/or debt securities in one or more series. We may issue warrants independently
or together with common stock and/or debt securities, and the warrants may be attached to or separate from these securities. In this prospectus,
we have summarized certain general features of the warrants. We urge you, however, to read the applicable prospectus supplement (and any
free writing prospectus that we may authorize to be provided to you) related to the particular series of warrants being offered, as well
as the complete warrant agreements and warrant certificates that contain the terms of the warrants. Forms of the warrant agreements and
forms of warrant certificates containing the terms of the warrants being offered have been filed as exhibits to the registration statement
of which this prospectus is a part, and supplemental warrant agreements and forms of warrant certificates will be filed as exhibits to
the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the
SEC.
We will evidence each series
of warrants by warrant certificates that we will issue. Warrants may be issued under an applicable warrant agreement that we enter into
with a warrant agent. We will indicate the name and address of the warrant agent, if applicable, in the prospectus supplement relating
to the particular series of warrants being offered.
Units. We
may offer units consisting of some or all of the securities described above, in any combination, including common stock, warrants and/or
debt securities. The terms of these units will be set forth in a prospectus supplement. The description of the terms of these units in
the related prospectus supplement will not be complete. You should refer to the applicable form of unit and unit agreement for complete
information with respect to these units.
Risk
Factors
An investment in our securities
involves a high degree of risk. Prior to making a decision about investing in our securities, 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, as
may be revised or supplemented by our subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, as filed with the SEC
and 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. Past financial performance may not be a reliable indicator of future performance, and historical trends
should not be unduly relied upon to anticipate results or trends in future periods. 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. Please also read carefully the section below titled “Cautionary Note Regarding Forward-Looking
Statements.”
CAUTIONARY
Note Regarding Forward-Looking Statements
This prospectus, each prospectus
supplement and the information incorporated by reference in this prospectus and each prospectus supplement 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”), that involve a number of risks and uncertainties.
Although our forward-looking statements reflect the good faith judgment of our management, these statements can only be based on facts
and factors currently known by us. Consequently, these forward-looking statements are inherently subject to risks and uncertainties, and
actual results and outcomes may differ materially from results and outcomes discussed in the forward-looking statements.
Forward-looking statements
can be identified by the use of forward-looking words such as “believes,” “expects,” “hopes,” “may,”
“will,” “plan,” “intends,” “estimates,” “could,” “should,” “would,”
“continue,” “seeks,” “pro forma,” or “anticipates,” or other similar words (including
their use in the negative), or by discussions of future matters such as our business, business strategy, products and services we may
offer in the future, the outcome and impact of litigation, the timing and results of future regulatory filings, our ability to collect
from major customers, our sales and marketing strategy and capital outlook, our estimates regarding our capital requirements, future expenses
and need for additional financing, our use of the net proceeds from any offering and other statements that are not historical. These statements
include but are not limited to statements under the captions “Business,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and in other sections incorporated by reference from our
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as applicable, as well as our other filings with the SEC. You
should be aware that the occurrence of any of the events discussed under the heading “Risk Factors” in this prospectus, any
applicable prospectus supplement and any documents incorporated by reference herein or therein could substantially harm our business,
operating results and financial condition and that if any of these events occurs, it could adversely affect the value of an investment
in our securities.
The cautionary statements
made in this prospectus are intended to be applicable to all related forward-looking statements wherever they may appear in this prospectus
or in any prospectus supplement or any documents incorporated by reference herein or therein. We urge you not to place undue reliance
on these forward-looking statements, which speak only as of the date they are made. Except as required by law, we assume no obligation
to update our forward-looking statements, even if new information becomes available in the future.
Use
of Proceeds
We will retain broad discretion
over the use of the net proceeds from the sale of the securities offered hereby. Except as described in any prospectus supplement or any
related free writing prospectus that we may authorize to be provided to you, we currently intend to use the net proceeds from the sale
of the securities offered hereby for general corporate purposes, which may include capital expenditures, working capital and general and
administrative expenses. We may also use a portion of the net proceeds to acquire or invest in businesses and products that are complementary
to our own, although we have no current plans, commitments or agreements with respect to any acquisitions as of the date of this prospectus.
We will set forth in the applicable prospectus supplement or free writing prospectus our intended use for the net proceeds received from
the sale of any securities sold pursuant to the prospectus supplement or free writing prospectus. Pending these uses, we intend to invest
the net proceeds primarily in money market mutual funds, obligations of the U.S. government and
its agencies, money market instruments including commercial paper and negotiable certificates of deposit and corporate bonds.
Description
of Common Stock
As of the date of this prospectus,
our amended and restated certificate of incorporation, as amended, authorizes us to issue 150,000,000 shares of common stock, par value
$0.001 per share. As of March 31, 2023, 74,849,438 shares of common stock were outstanding.
The following summary describes
the material terms of our common stock. The description of common stock is qualified by reference to our amended and restated certificate
of incorporation, as amended, and our amended and restated bylaws, which are incorporated by reference as exhibits into the registration
statement of which this prospectus is a part.
Common Stock
Voting. Our common
stock is entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, including the election
of directors, and does not provide for cumulative voting rights. Accordingly, the holders of a majority of the shares of our common stock
entitled to vote in any election of directors can elect all of the directors standing for election.
Dividends. The holders
of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally
available funds.
Liquidation. In the
event of our liquidation, dissolution or winding-up, holders of our common stock will be entitled to share ratably in the net assets legally
available for distribution to stockholders after the payment of all of our debts and other liabilities.
Rights and Preferences.
Holders of our common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions
applicable to our common stock.
Delaware Anti-Takeover Law and Provisions
of Our Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws
Our amended and restated certificate
of incorporation, as amended, and our amended and restated bylaws contain certain provisions that could have the effect of delaying, deterring
or preventing another party from acquiring control of us, and therefore could adversely affect the market price of our common stock. These
provisions and certain provisions of Delaware General Corporation Law (the “DGCL”), which are summarized below, may also discourage
coercive takeover practices and inadequate takeover bids, and are designed, in part, to enhance the likelihood of continued stability
in the composition of our board of directors and its policies and to encourage persons seeking to acquire control of us to negotiate first
with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate more favorable
terms with an unfriendly or unsolicited acquirer outweigh the disadvantages of potentially discouraging a proposal to acquire us.
Delaware Anti-Takeover
Law
We are subject to Section 203
of the DGCL (“Section 203”). Section 203 generally prohibits a public Delaware corporation from engaging in a “business
combination” with an “interested stockholder” for a period of three years following the time that such stockholder became
an interested stockholder, unless:
| ● | prior
to such time the board of directors of the corporation approved either the business combination
or the transaction which resulted in the stockholder becoming an interested stockholder; |
| ● | upon
consummation of the transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding for purposes of determining
the voting stock outstanding (but not the outstanding voting stock owned by the interested
stockholder) those shares owned (i) by persons who are directors and also officers and
(ii) employee stock plans in which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be tendered in a tender or exchange
offer; or |
| ● | at
or subsequent to such time the business combination is approved by the board of directors
and authorized at an annual or special meeting of stockholders, and not by written consent,
by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not
owned by the interested stockholder. |
Section 203
defines a business combination to include:
| ● | any
merger or consolidation involving the corporation and the interested stockholder; |
| ● | any
sale, transfer, pledge or other disposition involving the interested stockholder of 10% or
more of the assets of the corporation; |
| ● | subject
to exceptions, any transaction that results in the issuance or transfer by the corporation
of any stock of the corporation to the interested stockholder; |
| ● | subject
to exceptions, any transaction involving the corporation that has the effect of increasing
the proportionate share of the stock of any class or series of the corporation beneficially
owned by the interested stockholder; and |
| ● | the
receipt by the interested stockholder of the benefit of any loans, advances, guarantees,
pledges or other financial benefits provided by or through the corporation. |
Subject to certain exceptions,
Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock
of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.
Because the Company has not
opted out of Section 203 of the DGCL, it will apply to the Company. As a result, this provision will make it more difficult for a person
who would be an “interested stockholder” to effect various business combinations with the Company for a three-year period.
This provision may encourage companies interested in acquiring the Company to negotiate in advance with the Board because the stockholder
approval requirement would be avoided if the Board approves either the business combination or the transaction which results in the stockholder
becoming an interested stockholder. These provisions also may have the effect of preventing changes in the Board and may make it more
difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.
Amended and Restated
Certificate of Incorporation, as amended, and Amended and Restated Bylaws
Among other things, our amended
and restated certificate of incorporation, as amended, and amended and restated bylaws:
| ● | provide
that the authorized number of directors may be changed only by resolution of our board of
directors; |
| ● | provide
that directors may be removed with or without cause by the holders of at least a majority
of the voting power of all of our then-outstanding shares of the capital stock then entitled
to vote; |
| ● | provide
that all vacancies, including newly created directorships, may, except as otherwise required
by law, be filled by the affirmative vote of a majority of directors then in office, even
if less than a quorum; |
| ● | require
that any action to be taken by our stockholders must be effected at a duly called annual
or special meeting of stockholders and not be taken by written consent or electronic transmission; |
| ● | provide
that stockholders seeking to present proposals before a meeting of stockholders or to nominate
candidates for election as directors at a meeting of stockholders must provide advance notice
in writing, and also specify requirements as to the form and content of a stockholder’s
notice; |
| ● | provide
that special meetings of our stockholders may be called only by the chairman of our board
of directors, our chief executive officer or by our board of directors pursuant to a resolution
adopted by a majority of the total number of authorized directors (whether or not there exists
any vacancies); |
| ● | do
not provide for cumulative voting rights (therefore allowing the holders of a majority of
the shares of common stock entitled to vote in any election of directors to elect all of
the directors standing for election, if they should so choose); and |
| ● | 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:
(1) any derivative action or proceeding brought on our behalf; (2) 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; (3) 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 DGCL, our amended and restated certificate
of incorporation, as amended, or our amended and restated bylaws; or (4) 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 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. |
The amendment of any of these
provisions would require the affirmative vote of the holders of at least a majority of the voting power of all of our then outstanding
common stock.
The provisions of the DGCL
and the provisions of our amended and restated certificate of incorporation, as amended, and amended and restated bylaws, could have the
effect of discouraging others from attempting hostile takeovers and, as a consequence, they might also inhibit temporary fluctuations
in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions might also
have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish
transactions that stockholders might otherwise deem to be in their best interests.
Transfer Agent and Registrar
The transfer agent and registrar
for our common stock is Computershare Inc. The transfer agent and registrar’s address is 462 South 4th Street, Suite 1600, Louisville,
Kentucky 40202.
Listing on The Nasdaq Capital Market
Our common stock is listed
on The Nasdaq Capital Market under the symbol “CDXC”.
Description
of Debt Securities
We may issue debt securities
from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the
terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will describe the
particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt
securities offered under a prospectus supplement may differ from the terms described below. Unless the context requires otherwise, whenever
we refer to the indenture, we also are referring to any supplemental indentures that specify the terms of a particular series of debt
securities.
We will issue the debt securities
under the indenture that we will enter into with the trustee named in the indenture. The indenture will be qualified under the Trust Indenture
Act of 1939, as amended (the “Trust Indenture Act”). We have filed the form of indenture as an exhibit to the registration
statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt
securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated
by reference from reports that we file with the SEC.
The following summary of material
provisions of the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all of the provisions
of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any
related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indenture
that contains the terms of the debt securities.
General
The indenture does not limit
the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may
authorize and may be in any currency or currency unit that we may designate. Except for the limitations on consolidation, merger and sale
of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or other
provisions designed to give holders of any debt securities protection against changes in our operations, financial condition or transactions
involving us.
We may issue the debt securities
issued under the indenture as “discount securities,” which means they may be sold at a discount below their stated principal
amount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original
issue discount,” or OID, for U.S. federal income tax purposes because of interest payment and other characteristics or terms of
the debt securities. Material U.S. federal income tax considerations applicable to debt securities issued with OID will be described in
more detail in any applicable prospectus supplement.
We will describe in the applicable
prospectus supplement the terms of the series of debt securities being offered, including:
| ● | the
title of the series of debt securities; |
| ● | any
limit upon the aggregate principal amount that may be issued; |
| ● | the
maturity date or dates; |
| ● | the
form of the debt securities of the series; |
| ● | the
applicability of any guarantees; |
| ● | whether
or not the debt securities will be secured or unsecured, and the terms of any secured debt; |
| ● | whether
the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any
combination thereof, and the terms of any subordination; |
| ● | if
the price (expressed as a percentage of the aggregate principal amount thereof) at which
such debt securities will be issued is a price other than the principal amount thereof, the
portion of the principal amount thereof payable upon declaration of acceleration of the maturity
thereof, or if applicable, the portion of the principal amount of such debt securities that
is convertible into another security or the method by which any such portion shall be determined; |
| ● | the
interest rate or rates, which may be fixed or variable, or the method for determining the
rate and the date interest will begin to accrue, the dates interest will be payable and the
regular record dates for interest payment dates or the method for determining such dates; |
| ● | our
right, if any, to defer payment of interest and the maximum length of any such deferral period; |
| ● | if
applicable, the date or dates after which, or the period or periods during which, and the
price or prices at which, we may, at our option, redeem the series of debt securities pursuant
to any optional or provisional redemption provisions and the terms of those redemption provisions; |
| ● | the
date or dates, if any, on which, and the price or prices at which we are obligated, pursuant
to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at
the holder’s option to purchase, the series of debt securities and the currency or
currency unit in which the debt securities are payable; |
| ● | the
denominations in which we will issue the series of debt securities, if other than denominations
of $1,000 and any integral multiple thereof; |
| ● | any
and all terms, if applicable, relating to any auction or remarketing of the debt securities
of that series and any security for our obligations with respect to such debt securities
and any other terms which may be advisable in connection with the marketing of debt securities
of that series; |
| ● | whether
the debt securities of the series shall be issued in whole or in part in the form of a global
security or securities; the terms and conditions, if any, upon which such global security
or securities may be exchanged in whole or in part for other individual securities; and the
depositary for such global security or securities; |
| ● | if
applicable, the provisions relating to conversion or exchange of any debt securities of the
series and the terms and conditions upon which such debt securities will be so convertible
or exchangeable, including the conversion or exchange price, as applicable, or how it will
be calculated and may be adjusted, any mandatory or optional (at our option or the holders’
option) conversion or exchange features, the applicable conversion or exchange period and
the manner of settlement for any conversion or exchange; |
| ● | if
other than the full principal amount thereof, the portion of the principal amount of debt
securities of the series which shall be payable upon declaration of acceleration of the maturity
thereof; |
| ● | additions
to or changes in the covenants applicable to the particular debt securities being issued,
including, among others, the consolidation, merger or sale covenant; |
| ● | additions
to or changes in the events of default with respect to the securities and any change in the
right of the trustee or the holders to declare the principal, premium, if any, and interest,
if any, with respect to such securities to be due and payable; |
| ● | additions
to or changes in or deletions of the provisions relating to covenant defeasance and legal
defeasance; |
| ● | additions
to or changes in the provisions relating to satisfaction and discharge of the indenture; |
| ● | additions
to or changes in the provisions relating to the modification of the indenture both with and
without the consent of holders of debt securities issued under the indenture; |
| ● | the
currency of payment of debt securities if other than U.S. dollars and the manner of determining
the equivalent amount in U.S. dollars; |
| ● | whether
interest will be payable in cash or additional debt securities at our or the holders’
option and the terms and conditions upon which the election may be made; |
| ● | the
terms and conditions, if any, upon which we will pay amounts in addition to the stated interest,
premium, if any and principal amounts of the debt securities of the series to any holder
that is not a “United States person” for federal tax purposes; |
| ● | any
restrictions on transfer, sale or assignment of the debt securities of the series; and |
| ● | any
other specific terms, preferences, rights or limitations of, or restrictions on, the debt
securities, any other additions or changes in the provisions of the indenture, and any terms
that may be required by us or advisable under applicable laws or regulations. |
Conversion or Exchange Rights
We will set forth in the applicable
prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for our common stock or our
other securities. We will include provisions as to settlement upon conversion or exchange and whether conversion or exchange is mandatory,
at the option of the holder or at our option. We may include provisions pursuant to
which the number of shares of our common stock or
our other securities that the holders of the series of debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise
in the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain any covenant that restricts
our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety or substantially as an
entirety. However, any successor to or acquirer of such assets (other than a subsidiary of ours) must assume all of our obligations under
the indenture or the debt securities, as appropriate.
Events of Default under the Indenture
Unless we provide otherwise
in the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the indenture
with respect to any series of debt securities that we may issue:
| ● | if
we fail to pay any installment of interest on any series of debt securities, as and when
the same shall become due and payable, and such default continues for a period of 90 days;
provided, however, that a valid extension of an interest payment period by us in accordance
with the terms of any indenture supplemental thereto shall not constitute a default in the
payment of interest for this purpose; |
| ● | if
we fail to pay the principal of, or premium, if any, on any series of debt securities as
and when the same shall become due and payable whether at maturity, upon redemption, by declaration
or otherwise, or in any payment required by any sinking or analogous fund established with
respect to such series; provided, however, that a valid extension of the maturity of such
debt securities in accordance with the terms of any indenture supplemental thereto shall
not constitute a default in the payment of principal or premium, if any; |
| ● | if
we fail to observe or perform any other covenant or agreement contained in the debt securities
or the indenture, other than a covenant specifically relating to another series of debt securities,
and our failure continues for 90 days after we receive written notice of such failure,
requiring the same to be remedied and stating that such is a notice of default thereunder,
from the trustee or holders of at least 25% in aggregate principal amount of the outstanding
debt securities of the applicable series; and |
| ● | if
specified events of bankruptcy, insolvency or reorganization occur. |
If an event of default with
respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above,
the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice
to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued
interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to
us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without
any notice or other action on the part of the trustee or any holder.
The holders of a majority
in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to
the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless
we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the
indenture, if an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise
any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities,
unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt
securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available
to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided
that:
| ● | the
direction so given by the holder is not in conflict with any law or the applicable indenture;
and |
| ● | subject
to its duties under the Trust Indenture Act, the trustee need not take any action that might
involve it in personal liability or might be unduly prejudicial to the holders not involved
in the proceeding. |
A holder of the debt securities
of any series will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other
remedies only if:
| ● | the
holder has given written notice to the trustee of a continuing event of default with respect
to that series; |
| ● | the
holders of at least 25% in aggregate principal amount of the outstanding debt securities
of that series have made written request, |
| ● | such
holders have offered to the trustee indemnity satisfactory to it against the costs, expenses
and liabilities to be incurred by the trustee in compliance with the request; and |
| ● | the
trustee does not institute the proceeding, and does not receive from the holders of a majority
in aggregate principal amount of the outstanding debt securities of that series other conflicting
directions within 90 days after the notice, request and offer. |
These limitations do not apply
to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the
debt securities.
We will periodically file
statements with the trustee regarding our compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
We and the trustee may change
an indenture without the consent of any holders with respect to specific matters:
| ● | to
cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of
any series; |
| ● | to
comply with the provisions described above under “Description of Debt Securities—Consolidation,
Merger or Sale;” |
| ● | to
provide for uncertificated debt securities in addition to or in place of certificated debt
securities; |
| ● | to
add to our covenants, restrictions, conditions or provisions such new covenants, restrictions,
conditions or provisions for the benefit of the holders of all or any series of debt securities,
to make the occurrence, or the occurrence and the continuance, of a default in any such additional
covenants, restrictions, conditions or provisions an event of default or to surrender any
right or power conferred upon us in the indenture; |
| ● | to
add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms, or purposes of issue, authentication and delivery of debt securities, as set
forth in the indenture; |
| ● | to
make any change that does not adversely affect the interests of any holder of debt securities
of any series in any material respect; |
| ● | to
provide for the issuance of and establish the form and terms and conditions of the debt securities
of any series as provided above under “Description of Debt Securities—General”
to establish the form of any certifications required to be furnished pursuant to the terms
of the indenture or any series of debt securities, or to add to the rights of the holders
of any series of debt securities; |
| ● | to
evidence and provide for the acceptance of appointment under any indenture by a successor
trustee; or |
| ● | to
comply with any requirements of the SEC in connection with the qualification of any indenture
under the Trust Indenture Act. |
In
addition, under the indenture, the rights of holders of a series of debt securities may be changed by us and the trustee with the written
consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is
affected. However, unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, we
and the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:
| ● | extending
the fixed maturity of any debt securities of any series; |
| ● | reducing
the principal amount, reducing the rate of or extending the time of payment of interest,
or reducing any premium payable upon the redemption of any series of any debt securities;
or |
| ● | reducing
the percentage of debt securities, the holders of which are required to consent to any amendment,
supplement, modification or waiver. |
Discharge
Each
indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except
for specified obligations, including obligations to:
| ● | register
the transfer or exchange of debt securities of the series; |
| ● | replace
stolen, lost or mutilated debt securities of the series; |
| ● | pay
principal of and premium and interest on any debt securities of the series; |
| ● | maintain
paying agencies; |
| ● | hold
monies for payment in trust; |
| ● | recover
excess money held by the trustee; |
| ● | compensate
and indemnify the trustee; and |
| ● | appoint
any successor trustee. |
In order to exercise our rights
to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium,
if any, and interest on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities
of each series only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus supplement,
in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities of a series in
temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company
(“DTC”), or another depositary named by us and identified in the applicable prospectus supplement with respect to that series.
To the extent the debt securities of a series are issued in global form and as book-entry, a description of terms relating to any book-entry
securities will be set forth in the applicable prospectus supplement.
At the option of the holder,
subject to the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement,
the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any
authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms of the
indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities
may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon
duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer
agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange,
we will impose no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental
charges.
We will name in the applicable
prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate
for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve
a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place
of payment for the debt securities of each series.
If we elect to redeem the
debt securities of any series, we will not be required to:
| ● | issue,
register the transfer of, or exchange any debt securities of that series during a period
beginning at the opening of business 15 days before the day of mailing of a notice of
redemption of any debt securities that may be selected for redemption and ending at the close
of business on the day of the mailing; or |
| ● | register
the transfer of or exchange any debt securities so selected for redemption, in whole or in
part, except the unredeemed portion of any debt securities we are redeeming in part. |
Information Concerning the Trustee
The trustee, other than during
the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically
set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a
prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation
to exercise any of the powers given it by the indenture at the request of any holder of debt securities unless it is offered reasonable
security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise indicate
in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the
person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular
record date for the interest.
We will pay principal of and
any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that
unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that we will mail to the
holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate
the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series. We will
name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular
series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying
agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the
end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt
security thereafter may look only to us for payment thereof.
Governing Law
The indenture and the debt
securities will be governed by and construed in accordance with the internal laws of the State of New York, except to the extent that
the Trust Indenture Act is applicable.
Description
of Warrants
The following description,
together with the additional information we may include in any applicable prospectus supplements and free writing prospectuses, summarizes
the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common
stock or debt securities and may be issued in one or more series. Warrants may be issued independently or together with common stock
or debt securities offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we
have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms
of any series of warrants that we may offer in more detail in the applicable prospectus supplement and any applicable free writing prospectus.
The terms of any warrants offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement
will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in
this prospectus at the time of its effectiveness.
We have filed forms of the
warrant agreements and forms of warrant certificates containing the terms of the warrants being offered as exhibits to the registration
statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part,
or will incorporate by reference from reports that we file with the SEC, the form of warrant agreement, if any, including a form of warrant
certificate, that describes the terms of the particular series of warrants we are offering. The following summaries of material provisions
of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the
warrant agreement and warrant certificate applicable to the particular series of warrants that we may offer under this prospectus. We
urge you to read the applicable prospectus supplements related to the particular series of warrants that we may offer under this prospectus,
as well as any related free writing prospectuses, and the complete warrant agreements and warrant certificates that contain the terms
of the warrants.
General
We will describe in the applicable
prospectus supplement the terms relating to a series of warrants being offered, including:
| ● | the title of such securities; |
| ● | the offering price or prices and aggregate number of warrants offered; |
| ● | the currency or currencies for which the warrants may be purchased; |
| ● | if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with
each such security or each principal amount of such security; |
| ● | if applicable, the date on and after which the warrants and the related securities will be separately transferable; |
| ● | if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time; |
| ● | in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant
and the price at which, and currency in which, this principal amount of debt securities may be purchased upon such exercise; |
| ● | in the case of warrants to purchase common stock, the number of shares of common stock purchasable upon the exercise of one warrant
and the price at which, and the currency in which, these shares may be purchased upon such exercise; |
| ● | the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants; |
| ● | the terms of any rights to redeem or call the warrants; |
| ● | the terms of any rights to force the exercise of the warrants; |
| ● | any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; |
| ● | the dates on which the right to exercise the warrants will commence and expire; |
| ● | the manner in which the warrant agreements and warrants may be modified; |
| ● | a discussion of any material or special U.S. federal income tax consequences of holding or exercising the warrants; |
| ● | the terms of the securities issuable upon exercise of the warrants; and |
| ● | any other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
Before exercising their warrants,
holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including:
| ● | in the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or interest
on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or |
| ● | in the case of warrants to purchase common stock, the right to receive dividends, if any, or, payments upon our liquidation, dissolution
or winding up or to exercise voting rights, if any. |
Exercise of Warrants
Each warrant will entitle
the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in
the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may
exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement.
After the close of business on the expiration date, unexercised warrants will become void.
Unless we otherwise specify
in the applicable prospectus supplement, holders of the warrants may exercise the warrants by delivering the warrant certificate representing
the warrants to be exercised together with specified information, and paying the required amount to the warrant agent in immediately available
funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the
applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant agent in connection
with the exercise of the warrant.
Upon receipt of the required
payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other
office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If
fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for
the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities
as all or part of the exercise price for warrants.
Governing Law
Unless we provide otherwise
in the applicable prospectus supplement, the warrants and warrant agreements, and any claim, controversy or dispute arising under or related
to the warrants or warrant agreements, will be governed by and construed in accordance with the laws of the State of New York.
Enforceability of Rights by Holders of Warrants
Each warrant agent will act
solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with
any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A
warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including
any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant
may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right
to exercise, and receive the securities purchasable upon exercise of, its warrants.
DESCRIPTION OF UNITS
We may issue units consisting of some or all
of the securities described above, in any combination, including common stock, warrants and/or debt securities. The terms of these units
will be set forth in a prospectus supplement. The description of the terms of these units in the related prospectus supplement will not
be complete. You should refer to the applicable form of unit and unit agreement for complete information with respect to these units.
Legal
Ownership of Securities
We can issue securities in
registered form or in the form of one or more global securities. We describe global securities in greater detail below. We
refer to those persons who have securities registered in their own names on the books that we or any applicable trustee or depositary
maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the securities.
We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own
names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders, and investors
in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities in
book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by one
or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial
institutions that participate in the depositary’s book-entry system. These participating institutions, which are referred
to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only the person in whose name
a security is registered is recognized as the holder of that security. Global securities will be registered in the name of the depositary
or its participants. Consequently, for global securities, we will recognize only the depositary as the holder of the securities,
and we will make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants,
which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so
under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.
As a result, investors in
a global security will not own securities directly. Instead, they will own beneficial interests in a global security, through a
bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through
a participant. As long as the securities are issued in global form, investors will be indirect holders, and not legal holders, of
the securities.
Street Name Holders
We may terminate a global
security or issue securities in non-global form. In these cases, investors may choose to hold their securities in their own names or in
“street name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other financial
institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he
or she maintains at that institution.
For securities held in street
name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial institutions
in whose names the securities are registered as the holders of those securities, and we or any such trustee or depositary will make all
payments on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial
owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors
who hold securities in street name will be indirect holders, not holders, of those securities.
Legal Holders
Our obligations, as well as
the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders of the securities.
We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means.
This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities
only in global form.
For example, once we make
a payment or give a notice to the legal holder, we have no further responsibility for the payment or notice even if that legal holder
is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders but does not do so.
Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of a default or
of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event, we would seek
approval only from the legal holders, and not the indirect holders, of the securities. Whether and how the legal holders contact
the indirect holders is up to the legal holders.
Special Considerations for Indirect Holders
If you hold securities through
a bank, broker or other financial institution, either in book-entry form because the securities are represented by one or more global
securities or in street name, you should check with your own institution to find out:
| ● | how it handles securities payments and notices; |
| ● | whether it imposes fees or charges; |
| ● | how it would handle a request for the holders’ consent, if ever required; |
| ● | whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted
in the future; |
| ● | how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to
protect their interests; and |
| ● | if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters. |
Global Securities
A global security is a security
that represents one or any other number of individual securities held by a depositary. Generally, all securities represented by
the same global securities will have the same terms.
Each security issued in book-entry
form will be represented by a global security that we issue to, deposit with and register in the name of a financial institution or its
nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify
otherwise in the applicable prospectus supplement, DTC will be the depositary for all securities issued in book-entry form.
A global security may not
be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special
termination situations arise. We describe those situations below under “—Special Situations When a Global Security Will
Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and legal holder
of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security.
Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account
with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security
will not be a legal holder of the security, but only an indirect holder of a beneficial interest in the global security.
If the prospectus supplement
for a particular security indicates that the security will be issued as a global security, then the security will be represented by a
global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities
through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing system.
Special Considerations for Global Securities
As an indirect holder, an
investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution
and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder
of securities and instead deal only with the depositary that holds the global security.
If securities are issued only
as global securities, an investor should be aware of the following:
| ● | an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or
her interest in the securities, except in the special situations we describe below; |
| ● | an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection
of his or her legal rights relating to the securities, as we describe above; |
| ● | an investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required
by law to own their securities in non-book-entry form; |
| ● | an investor may not be able to pledge his or her interest in the global security in circumstances where certificates representing
the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective; |
| ● | the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters
relating to an investor’s interest in the global security; |
| ● | we and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership
interests in the global security, nor will we or any applicable trustee supervise the depositary in any way; |
| ● | the depositary may, and we understand that DTC will, require that those who purchase and sell interests in the global security within
its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and |
| ● | financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest
in the global security, may also have their own policies affecting payments, notices and other matters relating to the securities. |
There may be more than one
financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any
of those intermediaries.
Special Situations When a Global Security Will Be Terminated
In a few special situations
described below, a global security will terminate and interests in it will be exchanged for physical certificates representing those interests.
After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must
consult their own banks or brokers to find out how to have their interests in securities transferred to their own names, so that they
will be direct holders. We have described the rights of holders and street name investors above.
A global security will terminate
when the following special situations occur:
| ● | if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security
and we do not appoint another institution to act as depositary within 90 days; |
| ● | if we notify any applicable trustee that we wish to terminate that global security; or |
| ● | if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived. |
The applicable prospectus
supplement may also list additional situations for terminating a global security that would apply only to the particular series of securities
covered by the applicable prospectus supplement. When a global security terminates, the depositary, and neither we nor any applicable
trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.
Plan
of Distribution
We may sell the securities
covered hereby from time to time pursuant to underwritten public offerings, direct sales to the public, negotiated transactions, block
trades or a combination of these methods. A distribution of these securities offered by this prospectus may also be effected through the
issuance of derivative securities, including without limitation, warrants. We may sell the securities to or through underwriters or dealers,
through agents, or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions:
| ● | at a fixed price or prices, which may be changed; |
| ● | at market prices prevailing at the time of sale; |
| ● | at prices related to such prevailing market prices; or |
We may also sell equity securities
covered by this registration statement in an “at the market offering” as defined in Rule 415(a)(4) under the Securities
Act. Such offering may be made into an existing trading market for such securities in transactions at other than a fixed price,
either:
| ● | on or through the facilities of The Nasdaq Capital Market or any other securities exchange or quotation or trading service on which
such securities may be listed, quoted or traded at the time of sale; and/or |
| ● | to or through a market maker other than on The Nasdaq Capital Market or such other securities exchanges or quotation or trading services. |
Such at-the-market offerings,
if any, may be conducted by underwriters acting as principal or agent.
A prospectus supplement or
supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe the terms of the offering
of the securities, including, to the extent applicable:
| ● | the name or names of any underwriters, dealers or agents, if any; |
| ● | the purchase price of the securities and the proceeds we will receive from the sale; |
| ● | any options pursuant to which underwriters may purchase additional securities from us; |
| ● | any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; |
| ● | any public offering price; |
| ● | any discounts or concessions allowed or reallowed or paid to dealers; and |
| ● | any securities exchange or market on which the securities may be listed. |
Only underwriters named in
the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If underwriters are used in
the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions
at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase
the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities
to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject
to certain conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus supplement, other
than securities covered by any option to purchase additional securities. Any public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship.
We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.
We may sell securities directly
or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities, and we
will describe any commissions and other compensation we will pay the agent in the prospectus supplement. Unless the prospectus supplement
states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We may authorize agents or
underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price
set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in
the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts
in the prospectus supplement.
We may provide agents and
underwriters with indemnification against civil liabilities related to this offering, including liabilities under the Securities Act,
or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents and
underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.
All securities we may offer,
other than common stock, will be new issues of securities with no established trading market. Any agents or underwriters may make
a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice.
We cannot guarantee the liquidity of the trading markets for any securities. There is currently no market for any of the offered securities,
other than our common stock which is listed on The Nasdaq Capital Market. We have no current plans for listing of the debt securities
or warrants on any securities exchange or quotation system; any such listing with respect to any particular debt securities or warrants
will be described in the applicable prospectus supplement or other offering materials, as the case may be.
Any underwriter may engage
in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Rule 103 of Regulation M under
the Exchange Act. Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing
transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short
positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold
by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price
of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities
at any time. These transactions may be effected on any exchange or over-the-counter market or otherwise.
Any agents and underwriters
who are qualified market makers on The Nasdaq Capital Market may engage in passive market making transactions in the securities on The
Nasdaq Capital Market in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering,
before the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price
limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price
not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s
bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making
may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced,
may be discontinued at any time.
Legal
Matters
Unless otherwise indicated
in the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of the securities offered
by this prospectus, and any supplement thereto, will be passed upon by Proskauer Rose LLP, Los Angeles, California.
Experts
The financial statements 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.
Where
You Can Find More 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. Neither we nor any agent, underwriter
or dealer has authorized any person to provide you with information that is different from that contained in this prospectus, any applicable
prospectus supplement or in any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer
of these securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus,
any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to the date set forth on
the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the
document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus
is delivered, or securities are sold, on a later date.
We file annual, quarterly
and current reports, proxy statements and other information with the SEC. Our SEC filings are 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 600, 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.
Incorporation
of Certain Information 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, 2022, filed with the SEC on March 8, 2023; |
| ● | the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31,
2022 from our definitive proxy statement on Schedule 14A (other than information furnished rather than filed) filed with the SEC on April
28, 2023; |
| ● | our Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 10, 2023; and |
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 (including documents filed after
the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of the registration statement).
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 600
Los Angeles, California 90024
Attention: Corporate Secretary
(310) 388-6706
THE
INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES OR ACCEPT AN OFFER TO
BUY THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.
SUBJECT
TO COMPLETION, DATED JUNE 22, 2023
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated _______, 2023)
![](https://content.edgar-online.com/edgar_conv_img/2023/06/22/0001174947-23-000873_image_001.jpg)
$47,800,000
Common Stock
We have entered into an At Market Issuance Sales Agreement (the “Sales
Agreement”), dated as of June 12, 2020, with B. Riley Securities, Inc. (“B. Riley Securities”) and Raymond James &
Associates, Inc. (“Raymond James” and together with B. Riley Securities, the “Sales Agents”), relating to the
sale of shares of our common stock offered by this prospectus supplement. In accordance with the terms of the Sales Agreement, under this
prospectus supplement we may offer and sell shares of our common stock, $0.001 par value per share, having an aggregate offering price
of up to $47,800,000 from time to time through or to the Sales Agents, acting as our agents or principals.
Our common stock is listed on The Nasdaq Capital Market under the symbol
“CDXC.” On June 20, 2023, the last reported sale price of our common stock on The Nasdaq Capital Market was $1.66 per share.
Sales
of our common stock, if any, under this prospectus supplement may be made by any method deemed to be an “at the market offering”
as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Sales Agents
will act as our sales agents, using commercially reasonable efforts to sell on our behalf all of the shares of common stock requested
to be sold by us, consistent with their normal trading and sales practices, on mutually agreed terms set forth in the Sales Agreement.
There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
The
compensation to the Sales Agents for sales of common stock sold pursuant to the Sales Agreement is equal to up to 3.0% of the gross proceeds
of the sales price per share. In connection with the sale of the common stock on our behalf, the Sales Agents will be deemed to be “underwriters”
within the meaning of the Securities Act, and the compensation of the Sales Agents will be deemed to be underwriting commissions or discounts.
We have also agreed to provide indemnification and contribution to the Sales Agents with respect to certain liabilities, including liabilities
under the Securities Act.
Investing
in our common stock involves a high degree of risk. Please read the information contained in and incorporated by reference under the
heading “Risk Factors” beginning on page 5 of this prospectus supplement, and under similar headings in the other documents
that are filed after the date hereof and incorporated by reference into this prospectus supplement.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED
IF THIS PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
|
B. Riley Securities |
Raymond James |
|
The
date of this prospectus supplement is , 2023.
Table
of Contents
About
This Prospectus SUPPLEMENT
This
prospectus supplement relates to the offering of our common stock. Before buying any of the common stock that we are offering, we urge
you to carefully read this prospectus supplement, together with the information incorporated by reference as described under the heading
“Incorporation of Certain Information by Reference” in this prospectus supplement and the information in any free writing
prospectus that we may authorize for use in connection with this offering. These documents contain important information that you should
consider when making your investment decision.
This
prospectus supplement describes the specific terms of the common stock we are offering and also adds to and updates information contained
in the documents incorporated by reference into this prospectus supplement. To the extent there is a conflict between the information
contained in this prospectus supplement, on the one hand, and the information contained in any document incorporated by reference into
this prospectus supplement that was filed with the Securities and Exchange Commission, or SEC, before the date of this prospectus supplement,
on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent
with a statement in another document having a later date — for example, a document incorporated by reference into this prospectus
supplement — the statement in the document having the later date modifies or supersedes the earlier statement.
You
should rely only on the information contained in, or incorporated by reference into this prospectus supplement and in any free writing
prospectus that we may authorize for use in connection with this offering. We have not, and the Sales Agents have not, authorized any
other person to provide you with different information. If anyone provides you with different or inconsistent information, you should
not rely on it. We are not, and the Sales Agents are not, making an offer to sell or soliciting an offer to buy our common stock in any
jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified
to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the information appearing in this
prospectus supplement, the documents incorporated by reference into this prospectus supplement, and in any free writing prospectus that
we may authorize for use in connection with this offering, is accurate only as of the date of those respective documents. Our business,
financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement,
the documents incorporated by reference into this prospectus supplement, and any free writing prospectus that we may authorize for use
in connection with this offering, in their entirety before making an investment decision. You should also read and consider the information
in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More
Information” and “Incorporation of Certain Information by Reference.”
Prospectus
SUPPLEMENT Summary
This
summary highlights certain information about us, this offering and selected information contained elsewhere in or incorporated by reference
into this prospectus supplement. This summary is not complete and does not contain all of the information that you should consider before
deciding whether to invest in our common stock. For a more complete understanding of our company and this offering, we encourage you
to read and consider carefully the more detailed information in this prospectus supplement, including the information incorporated by
reference into this prospectus supplement, and the information included in any free writing prospectus that we may authorize for use
in connection with this offering, including the information contained in and incorporated by reference under the heading “Risk
Factors” beginning on page 5 of this prospectus supplement, and under similar headings in the other documents that are filed after
the date hereof and incorporated by reference into this prospectus supplement.
Unless
the context requires otherwise, references in this prospectus supplement to “ChromaDex,” “the Company,” “we,”
“us” and “our” refer to ChromaDex Corporation.
Company
Overview
ChromaDex
is a global bioscience company dedicated to healthy aging. Our team, which includes world-renowned scientists, is pioneering research
pertaining to nicotinamide adenine dinucleotide (NAD+) which is found in every cell of human bodies and levels of which decline with
age.
NAD+
is an essential coenzyme, a key regulator of cellular metabolism and is required for mitochondria to function efficiently. Best known
for its role in cellular energy 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 up to 65% from young adulthood to middle age. There
are other factors linked to NAD+ depletion, including poor diet, excess alcohol consumption and a number of disease states. NAD+ levels
may also be increased, including through calorie restriction, moderate exercise and supplementation with NAD+ precursors, such as nicotinamide
riboside (NR). Healthy aging, mitochondrial health and NAD+ continue to be areas of focus in the research community. To date, there are
over 475 published human clinical studies related to NAD+ and its impact on health. Areas of study include understanding NAD+’s
role in Alzheimer’s disease, Parkinson’s disease, neuropathy, sarcopenia, liver disease and heart failure.
In
2013, we commercialized NIAGEN®, a proprietary form of NR, a novel form of vitamin B3. Data from numerous preclinical studies, and
confirmed in human clinical trials, show that NR is a highly efficient NAD+ precursor that significantly raises blood and tissue NAD+
levels. NIAGEN® is safe for human consumption. NIAGEN® has twice been successfully reviewed under the United States (U.S.) Food
and Drug Administration’s (FDA) new dietary ingredient (NDI) notification program, it has been successfully notified to the FDA
as generally recognized as safe (GRAS), and has been approved by Health Canada, the European Commission and the Therapeutic Goods Administration
of Australia. Clinical studies of NIAGEN® have demonstrated a variety of outcomes including increased NAD+ levels, altered body composition,
increased cellular metabolism and increased cellular energy production. NIAGEN® is protected by patents to which we are the owner
or have exclusive rights.
ChromaDex
is among the world leaders in the emerging NAD+ space. Through our ChromaDex External Research Program (CERP™), we have
amassed more than 250 research 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, the Mayo Clinic, Chiba
University and Sun Yat-sen University. The results of the 250+ research agreements have allowed CERP™ to help produce the trusted
science behind Niagen® and continue to advance the understanding of NAD+ in health, diseases, and aging. We value and encourage strong
scientific rigor behind our products and seek to continually develop additional relationships in pursuit of this. CERP™ is a vital
component of our research and development platform along with our scientific advisory board. Our scientific advisory board supports the
technical and intellectual property needs of investigators, presents research at conferences, and helps build and support the NAD+ and
healthy aging research community.
Our
scientific advisory board is led by Chairman Dr. Roger Kornberg, Nobel Laureate Stanford Professor, Dr. Charles Brenner, one of the world’s
recognized experts in NAD+ and discoverer of NR as a NAD+ precursor and chair of the Department of Diabetes & Cancer Metabolism at
the City of Hope National Medical Center, Dr. Rudy Tanzi, the co-chair of the department of neurology at Harvard Medical School, Sir
John Walker, Nobel Laureate and Emeritus Director, MRC Mitochondrial Biology Unit in the University of Cambridge, England, Dr. Bruce
German, Chairman of food, nutrition and health at the University of California, Davis, Dr. Brunie Felding, Associate Professor, Department
of Molecular Medicine at Scripps Research Institute, California Campus, Dr. David Katz, the Founder and former director of Yale University’s
Yale-Griffin Prevention Research Center; President and Founder of the non-profit True Health Initiative; and Founder and Chief Executive
Officer of Diet ID, Inc. and Dr. Vilhelm (Will) Bohr, M.D., Ph.D., D.Sc., former Chief of the
Laboratory of Molecular Genetics at the National Institute on Aging of the National Institutes of Health.
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 600, 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 supplement.
All
brand names or trademarks appearing in this prospectus supplement are the property of their respective holders. Use or display by us
of other parties’ trademarks, trade dress, or products in this prospectus supplement is not intended to, and does not, imply a
relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owners.
The Offering
|
Common
stock offered by us |
In accordance with the terms of the Sales Agreement, we may offer and
sell shares of our common stock from time to time through or to B. Riley Securities and Raymond James having an aggregate offering price
of up to $47,800,000 pursuant to this prospectus supplement. |
|
|
Plan
of Distribution |
“At
the market offering” that may be made from time to time through or to B. Riley Securities and Raymond James as our sales agents or
principals. See “Plan of Distribution” on page S-10. |
|
|
Use
of Proceeds |
We
currently intend to use the net proceeds from this offering, if any, for working capital and general corporate purposes, including
but not limited to, capital expenditures and general and administrative expenses. See “Use of Proceeds” on page S-8 of
this prospectus supplement. |
|
|
Risk
Factors |
Investing
in our common stock involves a high degree of risk. Please read the information contained in and incorporated by reference under
the heading “Risk Factors” beginning on page S-5 of this prospectus supplement, and under similar headings in the other
documents that are filed after the date hereof and incorporated by reference into this prospectus supplement, before deciding whether
to invest in our common stock. |
|
|
Nasdaq
Capital Market Listing |
Our
common stock is listed on The Nasdaq Capital Market under the symbol “CDXC.” |
|
|
Risk
Factors
An investment in our
common stock involves a high degree of risk. Prior to making a decision about investing in our common stock, you should consider
carefully the specific risk factors set forth below and discussed in the sections entitled “Risk Factors” contained in
our most recent Annual Report on Form 10-K, as may be revised or supplemented by our subsequent Quarterly Reports on Form 10-Q or
Current Reports on Form 8-K, as filed with the SEC and which are incorporated in this prospectus supplement by reference in their
entirety, as updated or superseded by the risks and uncertainties described under similar headings in the other documents that are
filed after the date hereof and incorporated by reference into this prospectus supplement, together with other information in this
prospectus supplement, the documents incorporated by reference and any free writing prospectus that we may authorize for use in
connection with this offering. 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. Past financial
performance may not be a reliable indicator of future performance, and historical trends should not be unduly relied upon to
anticipate results or trends in future periods. 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. Please also read carefully the section below titled “Cautionary Note Regarding Forward-Looking
Statements.”
Additional Risks Related to This Offering
Management will
have broad discretion as to the use of the proceeds from this offering and may not use the proceeds effectively.
Because we have not designated
the amount of net proceeds from this offering to be used for any particular purpose, our management will have broad discretion as to the
application of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of the offering.
Our management may use the net proceeds for corporate purposes that may not improve our financial condition or market value.
You may experience
immediate and substantial dilution.
The shares sold in the public
offering, if any, will be sold from time to time at various prices. However, it is possible that the offering price of our common stock
will be substantially higher than the net tangible book value per share of our outstanding common stock. Therefore, if you purchase shares
of our common stock in this offering, you may pay a price per share that substantially exceeds our net tangible book value per share after
giving effect to this offering. You may also experience additional dilution upon the exercise of options, vesting of restricted stock
units, including those options and restricted stock units currently outstanding and those granted in the future, the issuance of restricted
stock or other equity awards under our stock incentive plans, or upon conversion of any convertible securities that may be issued in the
future. In addition, in the past, we have issued options to acquire common stock at prices significantly below the offering price and
have granted restricted stock units. To the extent these outstanding options are ultimately exercised or these restricted stock units
vest, you will incur additional dilution.
You may experience
future dilution as a result of future equity offerings.
In order to raise additional
capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our
common stock at prices that may not be the same as the price per share paid by any investor in this offering. We may sell shares or other
securities in any other offering at a price per share that is less than the price per share paid by any investor in this offering, and
investors purchasing shares or other securities in the future could have rights superior to you. The price per share at which we sell
additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher
or lower than the price per share paid by any investor in this offering.
Sales of a significant
number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price
of our common stock.
Sales of a substantial number
of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of
our common stock and impair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our common stock would have on the market
price of our common stock.
We do not intend
to pay dividends in the foreseeable future.
We have never paid cash dividends
on our common stock and currently do not plan to pay any cash dividends in the foreseeable future.
It is not possible to predict the actual
number of shares we will sell under the Sales Agreement, or the gross proceeds resulting from those sales.
Subject to certain limitations in the Sales Agreement
and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the
term of the Sales Agreement. The number of shares that are sold through the sales agent after delivering a placement notice will fluctuate
based on a number of factors, including the market price of the common stock during the sales period, the limits we set with the sales
agent in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of
each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold
or the gross proceeds to be raised in connection with those sales, if any.
The common stock offered hereby will be sold
in “at the market offerings,” and investors who buy shares at different times will likely pay different
prices.
Investors who purchase shares
in this offering at different times will likely pay different prices, and so they may experience different levels of dilution and different
outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares
sold in this offering. In addition, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience
a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
Forward-Looking
Statements
This prospectus supplement
and the information incorporated by reference contain forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), that involve a number of risks and uncertainties. Although our forward-looking statements reflect the good faith judgment
of our management, these statements can only be based on facts and factors currently known by us. Consequently, these forward-looking
statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from results and outcomes
discussed in the forward-looking statements.
Forward-looking statements
can be identified by the use of forward-looking words such as “believes,” “expects,” “hopes,” “may,”
“will,” “plan,” “intends,” “estimates,” “could,” “should,” “would,”
“continue,” “seeks,” “pro forma,” or “anticipates,” or other similar words (including
their use in the negative), or by discussions of future matters such as our business, business strategy, products and services we may
offer in the future, the outcome and impact of litigation, the timing and results of future regulatory filings, our ability to collect
from major customers, our sales and marketing strategy and capital outlook, our estimates regarding our capital requirements, future expenses
and need for additional financing, our use of the net proceeds from any offering and other statements that are not historical. These statements
include but are not limited to statements under the captions “Business,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and in other sections incorporated by reference from our
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as applicable, as well as our other filings with the SEC. You
should be aware that the occurrence of any of the events discussed under the heading “Risk Factors” in this prospectus supplement,
any applicable prospectus supplement and any documents incorporated by reference herein or therein could substantially harm our business,
operating results and financial condition and that if any of these events occurs, it could adversely affect the value of an investment
in our securities.
The cautionary statements
made in this prospectus supplement are intended to be applicable to all related forward-looking statements wherever they may appear in
this prospectus supplement or in any subsequent prospectus supplement or any documents incorporated by reference herein or therein. We
urge you not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except as required
by law, we assume no obligation to update our forward-looking statements, even if new information becomes available in the future.
Use
of Proceeds
We currently intend to use
the net proceeds from this offering, if any, for working capital and general corporate purposes, including but not limited to, for capital
expenditure and general and administrative expenses.
The amounts and timing of
our use of the net proceeds from this offering, if any, will depend on a number of factors, such as the timing and progress of any partnering
efforts, any strategic transactions in which we may engage, and the competitive environment for our product. As of the date of this prospectus
supplement, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. Accordingly, our
management will have broad discretion in the timing and application of these proceeds. Pending application of the net proceeds as described
above, we intend to temporarily invest the proceeds in short-term, interest-bearing instruments.
Dilution
If you invest in this offering,
your ownership interest will be diluted to the extent of the difference between the public offering price per share and the as adjusted
net tangible book value per share after giving effect to this offering. We calculate net tangible book value per share by dividing the
net tangible book value, which is tangible assets less total liabilities, by the number of outstanding shares of our common stock. Dilution
represents the difference between the price per share paid by purchasers of shares in this offering and the as adjusted net tangible book
value per share of our common stock immediately after giving effect to this offering. Our net tangible book value as of March 31, 2023
was approximately $27.4 million, or $0.37 per share.
After giving effect to the sale of our common stock during the remaining
term of the Sales Agreement in the aggregate amount of $47,800,000 million at an assumed offering price of $1.66 per share, the last reported
sale price of our common stock on The Nasdaq Capital Market on June 20, 2023 and after deducting commissions and estimated aggregate offering
expenses payable by us, our net tangible book value as of March 31, 2023 would have been $73.5 million, or $0.71 per share of common
stock. This represents an immediate increase in the net tangible book value of $0.34 per share to our existing stockholders and an immediate
dilution in net tangible book value of $0.95 per share to new investors. The following table illustrates this per share dilution:
Assumed public offering price per share |
|
|
|
|
$ |
1.66 |
Net tangible book value per share as of March 31, 2023 |
|
$ |
0.37 |
|
|
|
Increase in net tangible book value per share attributable to this offering |
|
$ |
0.34 |
|
|
|
As adjusted net tangible book value per share as of March 31, 2023, after giving effect to this offering |
|
|
|
|
$ |
0.71 |
Dilution per share to new investors purchasing shares in this offering |
|
|
|
|
$ |
0.95 |
The table above assumes for illustrative purposes that an aggregate
of 28,795,181 shares of our common stock are sold during the term of the Sales Agreement at a price of $1.66 per share, the last reported
sale price of our common stock on The Nasdaq Capital Market on June 20, 2023, for aggregate gross proceeds of $47.8 million. The shares
subject to the Sales Agreement are being sold from time to time at various prices. An increase of $0.50 per share in the price at which
the shares are sold from the assumed offering price per share shown in the table above, to $2.16 per share, assuming all of our common
stock in the aggregate amount of $47.8 million during the remaining term of the Sales Agreement is sold at that price, would increase
our adjusted net tangible book value per share after the offering to $0.76 per share and would increase the dilution in net tangible book
value per share to new investors in this offering to $1.40 per share, after deducting commissions and estimated aggregate offering expenses
payable by us. A decrease of $0.50 per share in the price at which the shares are sold from the assumed offering price per share shown
in the table above, to $1.16 per share, assuming all of our common stock in the aggregate amount of $47.8 million during the term of the
Sales Agreement is sold at that price, would decrease our adjusted net tangible book value per share after the offering to $0.63
per share and would decrease the dilution in net tangible book value per share to new investors in this offering to $0.53 per share,
after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes
only.
The above discussion and table
are based on 74,849,438 shares of our common stock issued and outstanding as of March 31, 2023, and exclude the following, all as of March
31, 2023:
| · | 12,513,238 shares of common stock issuable upon the exercise of outstanding stock options with a weighted-average exercise price of
$4.35 per share; |
| · | 945,235 shares of restricted stock units issuable upon vesting; and |
| · | up to an aggregate of approximately 1,371,157 shares of common stock reserved for future issuance under our 2017 Equity Incentive
Plan, as amended. |
To the extent that options
outstanding as of March 31, 2023 have been or are exercised, or other shares are issued, investors purchasing shares in this offering
could experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations,
including for potential acquisition or in-licensing opportunities, even if we believe we have sufficient funds for our current or future
operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance
of these securities could result in further dilution to our stockholders.
Plan
of Distribution
We have entered into the Sales Agreement with B. Riley Securities and
Raymond James, under which we may issue and sell shares of our common stock from time to time up to an aggregate sales price of $47,800,000
through or to the Sales Agents as agents or principals. The Sales Agreement is filed as Exhibit 1.2 to our registration statement on Form
S-3 of which this prospectus supplement forms a part, and is incorporated by reference in this prospectus supplement. Sales of our common
stock, if any, under this prospectus supplement will be made by any method that is deemed an “at the market offering” as defined
in Rule 415(a)(4) under the Securities Act.
Each time we wish to issue
and sell common stock under the Sales Agreement, we will notify a Sales Agent of the number or dollar value of shares to be issued, the
dates on which such sales are anticipated to be made and any minimum price below which sales may not be made. Once we have so instructed
such Sales Agent, unless the Sales Agent declines to accept the terms of such notice, the Sales Agent has agreed to use its commercially
reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms.
The obligations of the Sales Agent under the Sales Agreement to sell our common stock are subject to a number of conditions that we must
meet.
The settlement between us
and the Sales Agents is generally anticipated to occur on the second trading day following the date on which the sale was made. Sales
of our common stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company
or by such other means as we and the Sales Agents may agree upon. There is no arrangement for funds to be received in an escrow, trust
or similar arrangement.
We will pay the Sales Agents
a commission equal to up to 3.0% of the gross proceeds we receive from the sales of our common stock. In addition, we have agreed to reimburse
the Sales Agents for their reasonable and documented out-of-pocket expenses, including fees and disbursements of their counsel,
in an amount not to exceed $50,000 initially, plus an additional amount of up to $7,500 per annum thereafter. Because there is no
minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds
to us, if any, are not determinable at this time. In connection with the sale of the common stock on our behalf, the Sales Agents will
be deemed to be “underwriters” within the meaning of the Securities Act, and the compensation of the Sales Agents will be
deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Sales Agents with
respect to certain civil liabilities, including liabilities under the Securities Act. We estimate that the total expenses for the offering,
excluding compensation payable to the Sales Agents under the terms of the Sales Agreement, will be approximately $250,000.
The offering of our common
stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all of our common stock provided for in this
prospectus supplement, or (ii) termination of the Sales Agreement as permitted therein.
To the extent required by
Regulation M under the Exchange Act, the Sales Agents will not engage in any market making activities involving our common stock while
the offering is ongoing under this prospectus supplement.
The Sales Agents and their
affiliates have provided, and may in the future provide, various investment banking and other financial services for us. They have received,
or may in the future receive, customary fees and commissions for these transactions.
Legal
Matters
Proskauer Rose LLP, Los Angeles,
California, has passed upon the validity of the common stock offered by this prospectus supplement. The Sales Agents are being represented
in connection with this offering by Duane Morris LLP, New York, New York.
Experts
The financial statements incorporated by reference
in this prospectus supplement and elsewhere in the registration statement of which this prospectus supplement 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.
Where
You Can Find More Information
This prospectus supplement,
which constitutes a part of the registration statement on Form S-3 we filed with the SEC under the Securities Act, 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 supplement, we refer you to the registration statement and the exhibits
filed as part of the registration statement. Neither we nor any agent, underwriter or dealer has authorized any person to provide you
with information that is different from that contained in this prospectus supplement, any applicable prospectus supplement or in any free
writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for, and can provide no assurance
as to the reliability of, any other information that others may give you. We are not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information contained in this prospectus supplement, any applicable subsequent
prospectus supplement or any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of
the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated
by reference, even though this prospectus supplement, any applicable subsequent prospectus supplement or any related free writing prospectus
is delivered, or securities are sold, on a later date.
We file annual, quarterly
and current reports, proxy statements and other information with the SEC. Our SEC filings are 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 600, 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 supplement.
Incorporation
of Certain Information by Reference
The SEC allows us to “incorporate
by reference” into this prospectus supplement 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 supplement shall be deemed to be modified or superseded for purposes of this prospectus supplement 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 supplement.
We incorporate by reference
the documents listed below:
| · | our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 8, 2022; |
| · | the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31,
2022 from our definitive proxy statement on Schedule 14A (other than information furnished rather than filed) filed with the SEC on April
28, 2023; |
| · | our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 10, 2023; |
| · | 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 supplement 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 supplement (including
documents filed after the date of the initial registration statement of which this prospectus supplement is a part and prior to the effectiveness
of the registration statement).
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 600
Los Angele s, California 90024
Attention: Corporate Secretary
(310) 388-6706
$47,800,000
![](https://content.edgar-online.com/edgar_conv_img/2023/06/22/0001174947-23-000873_image_001.jpg)
Common Stock
PROSPECTUS SUPPLEMENT
|
B. Riley Securities |
Raymond James |
|
, 2023
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth
the estimated costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the offering of
the securities being registered. All the amounts shown are estimates, except for the SEC registration fee.
SEC registration fee | |
$ | 13,775 | |
Accounting fees and expenses | |
| * | |
Legal fees and expenses | |
| * | |
Transfer agent fees and expenses | |
| * | |
Trustee fees and expenses | |
| * | |
Printing and miscellaneous expenses | |
| * | |
| |
| | |
Total | |
$ | * | |
| * | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this
time. |
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware
General Corporation Law (the “DGCL”) empowers a Delaware corporation to indemnify any persons who are, or are threatened to
be made, parties to any threatened, pending, or completed legal action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer
or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee, or agent of
another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided that
such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s
best interests, and, for criminal proceedings, had no reasonable cause to believe his conduct was illegal. A Delaware corporation may
indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification
is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his
duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation
must indemnify him against the expenses which such officer or director actually and reasonably incurred.
Our amended and restated certificate
of incorporation and amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted
by Delaware law, except that no indemnification will be provided to a director, officer, employee, or agent if the indemnification sought
is in connection with a proceeding initiated by such person without the authorization of our board of directors. The amended and restated
bylaws also provide that the right of directors and officers to indemnification shall be a contract right and shall not be exclusive of
any other right now possessed or hereafter acquired under any statute, provision of the certificate of incorporation, bylaw, agreement,
vote of stockholders or disinterested directors or otherwise. The amended and restated bylaws also permit us to secure insurance on behalf
of any officer, director, employee, or other agent for any liability arising out of his or her actions in such capacity, regardless of
whether the amended and restated bylaws would permit indemnification of any such liability.
Section 102(b)(7) of the DGCL
provides that directors shall not be personally liable for monetary damages for breaches of their fiduciary duty as directors except for
(i) breaches of their duty of loyalty to us or our stockholders, (ii) acts or omissions not in good faith or which involve intentional
misconduct or knowing violations of law, (iii) certain transactions under Section 174 of the DGCL (unlawful payment of dividends or unlawful
stock purchases or redemptions), or (iv) transactions from which a director derives an improper personal benefit. Our certificate of incorporation
includes such a provision. The effect of this provision is to eliminate the personal liability of directors for monetary damages or actions
involving a breach of their fiduciary duty of care, including any actions involving gross negligence.
In addition, we have entered
into indemnification agreements with our directors and officers that require us, among other things, to indemnify them against certain
liabilities that may arise by reason of their status or service, so long as the indemnitee acted in good faith and in a manner the indemnitee
reasonably believed to be in or not opposed to the best interests of us, and, with respect to any criminal action or proceeding, the indemnitee
had no reasonable cause to believe his or her conduct was unlawful. We also maintain director and officer liability insurance to insure
our directors and officers against the cost of defense, settlement or payment of a judgment under specified circumstances.
Item 16. Exhibits
Exhibit
Number |
|
Description of Document |
1.1 # |
|
Form of Underwriting Agreement. |
|
|
|
1.2 |
|
At Market Issuance Sales
Agreement, dated as of June 12, 2020, by and among the Registrant, B. Riley Securities, Inc. and Raymond James & Associates,
Inc. (incorporated by reference to Exhibit 1.2 to the Registrant's Registration Statement on Form S-3 filed with the Commission on June 12,
2020 (File No. 333-239144)) |
|
|
|
3.1 |
|
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 15, 2018). |
|
|
|
3.2 |
|
Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 12, 2016). |
|
|
|
3.3 |
|
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 17, 2023). |
|
|
|
4.1 |
|
Reference is made to Exhibits 3.1, 3.2 and 3.3. |
|
|
|
4.2 |
|
Form of Stock Certificate representing shares of the Registrant’s 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). |
|
|
|
4.4 |
|
Form of Indenture, by and between the Registrant and one or more trustees to be named. |
|
|
|
4.5# |
|
Form of Senior note. |
|
|
|
4.6# |
|
Form of Subordinated Note. |
|
|
|
4.7 |
|
Form of Common Stock Warrant Agreement and Warrant Certificate. |
|
|
|
4.8 |
|
Form of Debt Securities Warrant Agreement and Warrant Certificate. |
|
|
|
5.1 |
|
Opinion of Proskauer Rose LLP. |
|
|
|
23.1 |
|
Consent of Marcum LLP, Independent Registered Public Accounting Firm. |
|
|
|
23.2 |
|
Consent of Proskauer Rose LLP (included in Exhibit 5.1). |
|
|
|
24.1 |
|
Power of Attorney (included on signature page). |
|
|
|
25.1# |
|
Statement of Eligibility of Trustee under the Indenture. |
|
|
|
107 |
|
Filing Fee Table |
| # | To be filed by amendment or by a report filed under the Exchange Act and incorporated herein by reference, if applicable. |
Item 17. Undertakings
The undersigned registrant
hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the |
| | estimated maximum
offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; |
provided, however, that the undertakings
set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the registration statement is on Form S-3
and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference
in this registration statement or are contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration
statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That,
for the purpose of determining liability under the Securities Act to any purchaser:
| (i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing
the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date. |
(5) That,
for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to
the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(6) That,
for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(7) To
file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310
of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of
the Trust Indenture Act.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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-3 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 the 22nd day of June, 2023.
|
CHROMADEX CORPORATION |
|
|
|
By: |
/s/ Robert Fried |
|
|
Robert Fried |
|
|
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, THAT each person whose signature appears below constitutes and appoints Robert Fried and Brianna Gerber, and each of them, as
his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments,
exhibits thereto and other documents in connection therewith) to this Registration Statement and any subsequent registration statement
filed by the Registrant pursuant to Rule 462(b) of the Securities Act of 1933, as amended, which relates to this Registration Statement,
and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, 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 attorney-in-fact and agent, or his or her 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 |
|
Title |
|
Date |
|
|
|
|
|
/s/ Robert Fried |
|
Chief Executive Officer and Director |
|
June 22, 2023 |
Robert Fried |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Brianna Gerber |
|
Chief Financial Officer |
|
June 22, 2023 |
Brianna Gerber |
|
(Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/ Frank L. Jaksch, Jr. |
|
Chairman of the Board and Director |
|
June 22, 2023 |
Frank L. Jaksch, Jr. |
|
|
|
|
|
|
|
|
|
/s/ Steven Rubin |
|
Director |
|
June 22, 2023 |
Steven Rubin |
|
|
|
|
|
|
|
|
|
/s/ Wendy Yu |
|
Director |
|
June 22, 2023 |
Wendy Yu |
|
|
|
|
|
|
|
|
|
/s/ Gary Ng |
|
Director |
|
June 22, 2023 |
Gary Ng |
|
|
|
|
|
|
|
|
|
/s/ Ann Cohen |
|
Director |
|
June 22, 2023 |
Ann Cohen |
|
|
|
|
|
|
|
|
|
/s/ Kristin Patrick |
|
Director |
|
June 22, 2023 |
Steven Rubin |
|
|
|
|
|
|
|
|
|
/s/ Hamed Shahbazi |
|
Director |
|
June 22, 2023 |
Hamed Shahbazi |
|
|
|
|
II-5
ChromaDex (NASDAQ:CDXC)
Historical Stock Chart
From Jun 2024 to Jul 2024
ChromaDex (NASDAQ:CDXC)
Historical Stock Chart
From Jul 2023 to Jul 2024