-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GihgiQfacXOwPxxSrO+IMHtQZIYzJPaVG02S3aykD1GT55SNQKRZql9HZFa2erGJ q42ALxVrrG8KoQT+3/Sy0g== 0001181431-09-021304.txt : 20090428 0001181431-09-021304.hdr.sgml : 20090428 20090428144439 ACCESSION NUMBER: 0001181431-09-021304 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090427 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090428 DATE AS OF CHANGE: 20090428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ChromaDex Corp. CENTRAL INDEX KEY: 0001386570 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 205339393 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53290 FILM NUMBER: 09775260 BUSINESS ADDRESS: STREET 1: 10005 MUIRLANDS BLVD. STREET 2: STE. G, FIRST FLOOR CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 949-419-0288 MAIL ADDRESS: STREET 1: 10005 MUIRLANDS BLVD. STREET 2: STE. G, FIRST FLOOR CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: CODY RESOURCES, INC. DATE OF NAME CHANGE: 20070112 8-K 1 rrd240297.htm CDXA 2ND LEASE AMENDMENT Prepared By R.R. Donnelley Financial -- Form 8-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  04/27/2009
 
CHROMADEX CORPORATION
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-53290
 
Delaware
  
26-2940963
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
10005 Muirlands Boulevard
Suite G, First Floor
Irvine, California, 92618
(Address of principal executive offices, including zip code)
 
949-419-0288
(Registrant’s telephone number, including area code)
 
      
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 1.01.    Entry into a Material Definitive Agreement
 
On April 27, 2009, Chromadex Analytics Inc., a Nevada corporation and wholly owned subsidiary of ChromaDex Corporation, a Delaware corporation, or ChromaDex, entered into the Second Amendment to Lease Agreement, or the Lease Amendment, effective as of May 1, 2009, with Railhead Partners, LLC, a Colorado limited liability company, or Lessor. The Lease Amendment amends the Lease Agreement dated October 26, 2001, by and between Railhead Partners, LLC and NaPro BioTherapeutics, Inc., as assigned to ChromaDex Analytics, Inc. on April 9, 2003 and amended on September 24, 2003 (the "Lease") which was filed as an Exhibit to ChromaDex Corporation's Form 8-K filed with the Commission on June 24, 2008. Pursuant to the Lease, Chromadex Analytics, Inc. rents approximately 12,415 square feet of office and laboratory space at 3830 Wilderness Place, Boulder CO, 80301, which serves as ChromaDex's laboratory (the "Existing Premises").
Pursuant to the Lease Amendment, Chromadex Analytics, Inc. and Lessor have agreed to extend the Term of the Lease through April 30, 2016. The Lease Amendment provides for increased annualized base rent ranging from $19,657.08 to $23,471.59 for the Existing Premises during May 1, 2009 to April 30, 2016. The Lease Amendment provides for construction of Lessee's Tenant Improvements, at Lessor's cost and expense, in accordance with the Lease, subject to Lessor's reasonable approval. The Lease Amendment states that Lessor will reimburse Lessee for work and repairs on the HVAC system during the Term of the Lease.
The foregoing description of the Lease Amendment does not purport to be complete and is qualified in its entirety by reference to the Lease Amendment, a copy of which is filed herewith as an Exhibit and incorporated herein by reference.
 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits.

10.1                        Second Amendment to Lease Agreement, made as of April 27, 2009, by and between Railhead Partners, LLC and Chromadex Analytics, Inc.
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
      
 
CHROMADEX CORPORATION
 
 
Date: April 28, 2009
     
By:
 
/s/    Frank L. Jaksch Jr.
               
Frank L. Jaksch Jr.
               
Chief Executive Officer
 
 

 

Exhibit Index
 
Exhibit No.
  
Description
EX-10.1
  
Second Amendment to Lease Agreement, made as of April 27, 2009, by and between Railhead Partners, LLC and Chromadex Analytics, Inc.
EX-10.1 2 rrd240297_28091.htm SECOND AMENDMENT TO LEASE AGREEMENT, MADE AS OF APRIL 27, 2009, BY AND BETWEEN RAILHEAD PARTNERS, LLC AND CHROMADEX ANALYTICS, INC.

SECOND ADDENDUM

TO LEASE AGREEMENT

This Addendum to Lease Agreement is made as of this 27th day of April, 2009. This Addendum shall be effective as of May 1, 2009. This Second Addendum to Lease Agreement (hereinafter the "Addendum") modifies and amends the Lease Agreement dated October 26, 2001, as amended and assigned (collectively, the "Lease") by and between ChromaDex Analytics, Inc.(hereinafter referred to as "Tenant") and Railhead Partners, LLC, a Colorado limited liability company (hereinafter referred to as "Landlord"). The provisions of this Addendum shall modify and supersede any conflicting or contrary provisions of the Lease. All terms in the Addendum shall have the same meaning as set forth in the Lease except to the extent modified herein. The remaining provisions of the Lease shall continue in full force and effect.

R E C I T A L S
  1. The Lease as amended between the parties originally contemplated that the Term of the Lease shall expire on January 31, 2011.
  2. The parties are desirous of amending the Lease so as to specify their respective rights and obligations concerning the aforementioned issues relative to the tenancy.

NOW, THEREFORE, for good and valuable consideration, including mutual promises and covenants contained herein, the parties agree as follows:

  1. Modification and Extension of Term. The Term of the Lease is hereby modified and extended from May 1, 2009, through and including April 30, 2016 (the extended term from May 1, 2009 through April 30, 2016 shall be referred to hereinafter as the "Extended Term."). This Addendum, inclusive of the rental modifications, shall be effective May 1, 2009.
  2. Rent for Extended Term. The parties agree that the rentable square footage of the Premises for the purposes of this Addendum is Twelve Thousand Four Hundred Fifteen square feet (12,415). Tenant shall pay to Landlord the Basic Rent for the Extended Term as follows detailed upon the following page:

    3.  

     

     

     

     

    Period

    Annual Rate

    RSF

    Monthly Basic Rent

    Year 1 May 1, 2009 to April 30, 2010

     $235,885.00

     $19.00

    $19,657.08

    Year 2 May 1, 2010 to April 30, 2011

     $242,961.55

     $19.57

    $20,246.80

    Year 3 May 1, 2011 to April 30, 2012

     $250,250.40

     $20.16

    $20,854.20

    Year 4 May 1, 2012 to April 30, 2013

     $257,757.91

     $20.76

    $21,479.83

    Year 5 May 1, 2013 to April 30, 2014

     $265,490.65

     $21.38

    $22,124.22

    Year 6 May 1, 2014 to April 30, 2015

     $273,455.37

     $22.03

    $22,787.95

    Year 7 May 1, 2015 to April 30, 2016

     $281,659.03

     $22.69

    $23,471.59

     

  3. Landlord Concessions for Lease Extension. In consideration for Tenant's agreement to extend the Term of the Lease, Landlord hereby agrees to reimburse to Tenant certain costs incurred and to be incurred as a result of maintenance upon the HVAC system and other improvements currently located upon and serving the Premises. More specifically, Landlord agrees to be responsible and to pay for reimbursement of the following maintenance, improvement, and repair items:
    • Landlord will reimburse Tenant Ten Thousand Dollars ($10,000 .00) upon mutual execution of this Addendum to offset a portion of repairs performed by ESCO to HVAC unit.
    • Landlord will provide reimbursement to Tenant up to an additional Fifty Thousand Dollars ($50,000.00) over the Extended Term of the Lease based on invoices for actual work/repairs made to HVAC system. Landlord shall reimburse Tenant within thirty (30) days of Landlord receipt and approval of an invoice for such work. This agreement to reimburse for repairs is conditioned upon Tenant maintaining a Preventative Maintenance Contract for the HVAC unit.
    • Landlord will provide an Improvement Allowance of One Hundred Twenty Thousand Dollars ($120,000.00) to be used by Tenant for Improvements to the Premises including but not limited to: Lab Flooring, Ceiling tiles throughout as needed, Carpet office areas, Tile hallways as necessary, Expand conference room, Renovate restrooms as necessary, Renovate Kitchen as necessary, and Paint as deemed necessary. Landlord agrees to reimburse to Tenant, upon the remittance of statements for work performed based on invoices for actual work/repairs made to the listed items. Landlord shall reimburse Tenant within thirty (30) days of Landlord receipt and approval of an invoice for such work up to a maximum of the Improvement Allowance. Tenant agrees to be responsible for any amounts over the Improvement Allowance and any such improvements shall require the written approval of Landlord, which shall not be unreasonably withheld.

  1. Tenant's Continued Liability. Notwithstanding the foregoing Landlord concessions, payment of same shall in no way be deemed to be a waiver or release of Tenant's continued liability relative to the HVAC and other items and systems within the Premises as required by the Lease.
  2. Commissions. Landlord shall compensate the Broker representing Tenant, Rare Space Inc., the flat fee of Ten Thousand Dollars ($10,000.00) upon mutual execution of this Addendum. Landlord shall compensate its listing broker, The Colorado Group Inc., pursuant to a separate agreement.
  3. Remaining Provisions. Except as explicitly modified and set forth herein, the remaining terms, provisions, covenants and agreements set forth in the Lease shall continue in full force and effect.

IN WITNESS WHEREOF, the parties heretofore duly executed this Addendum as of the date first above written.

Tenant:

ChromaDex Analytics, Inc.

By: /s/ Frank L Jaksch Jr.

Frank L. Jaksch Jr

Its: Chief Executive Officer

Date: April 27, 2009

Landlord:

Railhead Partners, LLC, a Colorado limited liability company

By: /s/ Andrew Cookler

Andrew Cookler

Its: Manager

Date: April 27, 2009

 

 

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