0001415889-12-001805.txt : 20121203 0001415889-12-001805.hdr.sgml : 20121203 20121203172629 ACCESSION NUMBER: 0001415889-12-001805 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121201 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121203 DATE AS OF CHANGE: 20121203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ChromaDex Corp. CENTRAL INDEX KEY: 0001386570 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 262940963 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: 121238435 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 cdxc8k12032012.htm cdxc8k12032012.htm


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):  December 1, 2012

CHROMADEX CORP.
(Exact Name of Registrant as Specified in Its Charter)


Delaware
 
000-53290
 
26-2940963
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
10005 Muirlands Boulevard, Suite G, Irvine, California 92618
(Address of Principal Executive Offices, Including Zip Code)

(949) 419-0288
(Registrant's Telephone Number, Including Area Code)

Not Applicable
(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 7.01  REGULATION FD DISCLOSURE
 
On December 3, 2012 ChromaDex Corporation (the “Company”) issued a press release with respect to its acquisition effective as of December 1, 2012 of 100% of the capital stock of Spherix Consulting, Inc., formerly a wholly owned subsidiary of Spherix Corporation (NASDAQ:SPEX), engaged in the provision of regulatory and other consulting services to manufacturers in the food industry.  The amount of the purchase price and the amount of the incremental revenues of Spherix Consulting, Inc. were not material to the net worth or consolidated revenues, respectively, of the Company.   A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
The information disclosed under this Item 7.01, including Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as expressly set forth in such filing.
 
Item 9.01  FINANCIAL STATEMENTS AND EXHIBITS
 
Exhibit No. Description
   
99.2 Press Release
 
 
 

 

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.
 
Dated:           December 3, 2012
 
 
CHROMADEX CORP.
 
     
     
 
By:
/s/ Frank L. Jaksch, Jr.
 
   
Frank L. Jaksch, Jr.
 
   
Chief Executive Officer
 
EX-99.2 2 ex99-2.htm ex99-2.htm
Exhibit 99.2
ChromaDex® Acquires Spherix Consulting

- Spherix Consulting Brings Technical and Regulatory Services to
Further Build ChromaDex’s Offering of Science-Based Solutions -

IRVINE, Calif. – December 3, 2012 – ChromaDex® Corporation (OTCQB: CDXC) ("ChromaDex") an innovative natural products company that provides proprietary, science-based solutions and ingredients to the dietary supplement, food & beverage, animal health, cosmetic and pharmaceutical industries, and marketer of its branded, patented pterostilbene, pTeroPure®, announced today the completion of the acquisition of Spherix Consulting, Inc.,  a subsidiary of Spherix, Inc.
 
As a result of the transaction, Spherix Consulting became a wholly-owned subsidiary of ChromaDex.   Spherix Consulting will continue to maintain offices in the greater Washington, DC area.  As a leader in scientific and regulatory consulting, Spherix Consulting has a well-established list of Fortune 1000 customers.  The transaction is expected to result in an immediate increase in revenue for ChromaDex.
 
Spherix Consulting provides its clients in the food, supplement, and pharmaceutical industries with effective solutions to manage potential health and regulatory risks.   Its science-based solutions are for both new and existing products that may be subject to product liability and/or exposed to changing scientific standards or public perceptions; literature evaluations; and, design and assessment of pre-clinical and clinical safety testing.  Spherix Consulting specializes in regulatory submissions for food and dietary supplement ingredients (GRAS, NDIN, Food Additive Petitions, Novel Food Petitions). For its clients involved in drug development within the pharmaceutical industry, Spherix provides similar services as well as risk-based strategies, including intellectual property data and compliance gap identification, due diligence assessments, and IND writing.
 
The acquisition will complement and expand ChromaDex’s leadership in the reference standards and services business.  By providing a more comprehensive suite of science-based and regulatory services, ChromaDex will to able to more efficiently advance products in the dietary supplement, food & beverage, animal health, cosmetic and pharmaceutical markets
 
Commenting on the announcement, Frank Jaksch, CEO and co-Founder of ChromaDex, stated, "Spherix Consulting is a premier provider of product regulatory approval and scientific advisory services. Given the rapidly changing regulatory environment, these services have never been more critical for suppliers, manufacturers and retailers. By acquiring Spherix Consulting, we provide this valuable expertise to better support our customers’ product development outcomes.”
 
Claire Kruger, who will continue as President of Spherix Consulting, added, “Together, Spherix Consulting and ChromaDex will provide a comprehensive platform of services for our clients that is both efficient and effective. Our unparalleled industry expertise and complementary offerings will provide our customers with enhanced services and better access to the information they need to make science-based decisions.”
 
About ChromaDex®:
 
ChromaDex, Inc. is an innovative natural products company that provides proprietary, science-based solutions and ingredients to the dietary supplement, food & beverage, animal health, cosmetic and pharmaceutical industries. ChromaDex's pipeline of proprietary products include patented pTeroPure® pterostilbene, which was named the 2010 North American Most Promising Ingredient of the Year by the independent research company Frost & Sullivan. The company has also launched ProC3G™, a natural black rice extract containing 40% cyanidin-3-glucoside and is in the process of developing Nicotinamide Riboside, a novel next-generation B-vitamin. All products are backed with extensive scientific research and intellectual property.

 
-1-

 

Forward-Looking Statements:
 
Any statements that are not historical facts contained in this release are "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "plans," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described in the companies' filings with the Securities and Exchange Commission, and risks inherent in funding, developing and obtaining regulatory approvals of new, commercially-viable and competitive products and treatments. In addition, forward-looking statements may also be adversely affected by general market factors, competitive product development, product availability, federal and state regulations and legislation, the regulatory process for new products and indications, manufacturing issues that may arise, patent positions and litigation, among other factors. The forward-looking statements contained in this press release speak only as of the date the statements were made, and the companies do not undertake any obligation to update forward-looking statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.
 
ChromaDex Media Inquiries:
Chandler Chicco Agency
Keshia Cain, Media Specialist
310-309-1017
kcain@ccapr.com

ChromaDex Investor Contact:
The Del Mar Consulting Group, Inc.
Robert B. Prag, President
858-794-9500
bprag@delmarconsulting.com

ChromaDex Contact:
Laura Carney, Executive Assistant
949-419-0288
laurac@chromadex.com
 
**END**