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) March 7, 2013

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)	(IRS 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)

Copies to:

Harvey Kesner, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Phone: (212) 930-9700

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 March 7, 2013, ChromaDex Corporation, a Delaware corporation ("ChromaDex"), entered into an Exclusive License Agreement (the "Agreement") with Washington University, a corporation established by special act of the Missouri General Assembly approved February 22, 1853 and acts amendatory thereto ("WU"). Under the terms of the Agreement, WU granted to ChromaDex a worldwide, exclusive, sublicensable right and license to use certain patent rights relating to the use of the vitamin known as Nicotinamide Riboside (“NR”) in a specified field of use. NR is found naturally in trace amounts in milk and other foods and is a more potent version of Niacin (vitamin B3).  The Agreement terminates on the earliest of (i) the expiration date or abandonment of the last valid claim of the patent rights licensed under the Agreement or the tenth anniversary of the first sale by Chromadex under the Agreement, whichever is later, (ii) failure by ChromaDex to meet certain pre-development milestones or an uncured default or breach by ChromaDex under the Agreement or (iii) upon prior written notice given by ChromaDex and payment of a termination fee consisting of maintenance fees, minimum royalties and any milestone payments that ChromaDex would pay in the 120 day period after such termination.

In consideration of the license granted, ChromaDex will pay to WU earned royalties on net sales of all licensed products (including sales by sublicensees and affiliates), as well as a percentage of attributed income from sublicensing agreements. ChromaDex is subject to minimum annual maintenance or royalty payments to WU of $25,000 during the term of the Agreement.

ChromaDex has agreed upon a commercialization plan to develop, commercialize and market licensed products under that Agreement and will make certain payments to WU in connection with the achievement of certain milestone events relating to product development and regulatory approvals in accordance with the terms of the Agreement.

The foregoing is a summary of the material terms of the Agreement and does not purport to be complete. You should read the complete Agreement, which shall be attached as an exhibit to ChromaDex Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and, when filed, such Agreement shall be incorporated by reference herein. ChromaDex Corporation will seek confidential treatment for certain terms of the Agreement at the time of filing such Quarterly Report. 

ITEM 8.01                                OTHER EVENTS

On March 8, 2013, the Company issued a press release announcing the Agreement.  A copy of the press release is filed as an exhibit hereto and is incorporated by reference herein.

ITEM 9.01                                FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits.

Exhibit No.	Description
99.1	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 thereunto duly authorized.

Dated: March 8, 2013

CHROMADEX CORP.

By:           /s/ Frank L. Jaksch Jr.

Name:     Frank L. Jaksch Jr.

Title:       Chief Executive Office

EX-99.1

 

ChromaDex® Adds to Its Exclusive Worldwide Patent Rights for

Nicotinamide Riboside (NR) with Washington University Agreement

- NR is a Newly Discovered Vitamin and is a Natural Metabolite of Niacin (Vitamin B3) -

- Found in Milk, NR is Linked to Numerous Health Benefits -

IRVINE, Calif. – March 8, 2013 – ChromaDex Corporation® (OTCQB: CDXC), 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 it has licensed from Washington University exclusive worldwide patent rights related to the recently discovered vitamin, Nicotinamide Riboside (NR). The patent rights cover the use of NR for the prevention or treatment of neuropathies caused by axon degeneration.

Axon degeneration is a common feature of many neurological ailments including mechanical, chemical or thermal injury, herpes, diabetes, ischemia or stoke, amyotrophic lateral sclerosis (ALS), glaucoma, rheumatoid arthritis, lupus, AIDS and neurodegenerative diseases such as Alzheimer's Disease and Parkinson's Disease1. Axon degeneration can also be caused by chemotherapy induced neuropathy or “CIN”. Symptoms of neuropathy include weakness, numbness, burning and tingling, as well as pain in arms, legs and/or feet which can be debilitating. Neuropathies affect more than 20 million of people in the U.S.

The license was developed from research by Jeffrey Milbrandt, M.D., Ph.D., a James S. McDonnell Professor and head of the Department of Genetics at Washington University School of Medicine in St. Louis. His studies have focused on nicotinamide adenine dinucleotide (NAD), of which NR is an important precursor.

Milbrandt commented, “NAD biology has gained added importance in recent years due to its central role in controlling the activity of sirtuins, enzymes that are linked to regulation of metabolism as well as longevity. Interest is increasing in the roles of NAD biosynthetic enzymes and their substrates, such as NR, in the pathophysiology and treatment of neuropathies and neurodegenerative diseases, diabetes, cancer and inflammation.”

This is the third acquisition made by ChromaDex of worldwide patent rights associated with NR. In July 2012, the Company licensed from Dartmouth College exclusive rights to several patents related to NR that include rights for human uses of NR as well as methods to produce NR via fermentation of engineered yeast strains. In July 2011, ChromaDex licensed a patent from Cornell University for a method for synthesizing NR in a cost effective, commercially-viable manufacturing process for large scale production.

Frank Jaksch, CEO and founder of ChromaDex stated, “The acquisition of the Washington University NR patent rights is an important addition to our growing patent portfolio pertaining to NR. We believe our ownership of these patent rights creates a significant and meaningful barrier to entry for would-be competitors in the NR market.”

Mr. Jaksch continued, “With the recent favorable published research on the significant health benefits of NR and the anticipated, forthcoming published research studies from several prestigious universities and research institutes, we believe NR is poised to become one of our most successful and valuable patented and proprietary ingredients to date.”

About Nicotinamide Riboside (NR):

Sometimes referred to as the “Miracle Molecule” or “Hidden Vitamin,” NR is found naturally in trace amounts in milk and other foods and is a more potent version of Niacin (vitamin B3). The beneficial effects of NR in humans include increased fatty acid oxidation, mitochondrial activity, resistance to negative consequences of high-fat diets, protection against oxidative stress, prevention of peripheral neuropathy and blocking muscle degeneration.

Researchers have shown that NR enhances levels of nicotinamide adenine dinucleotide (NAD) in the mitochondria of animals. NAD is arguably the most important cellular co-factor for fuel utilization and allows sugars, fats and proteins to be converted into energy. Mitochondria are thought to play a part in the aging process. It is hoped that by stimulating mitochondrial function with the NR molecule, scientists may see increased longevity as well as other health improvements. Groups worldwide continue seminal discoveries in providing evidence for unique properties of NR in neuroprotection, sirtuin activation, protection against weight gain on high fat diet and improvement of blood glucose and insulin sensitivity.

Findings from a recent study by Weill Cornell Medical College and the Ecole Polytechnique Federale de Lausanne, Switzerland researchers showed mice on a high-fat diet that were fed NR gained 60 percent less weight than mice eating the same high-fat diet without NR. Moreover, unlike the mice that were not fed NR, none of the NR-treated mice had indications that they were developing diabetes and they had improved energy and lower cholesterol levels, all without side effects. The Swiss researchers were quoted as saying the effects of NR on metabolism “are nothing short of astonishing.”

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 includes 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 35% cyanidin-3-glucoside; NutraGAC™, a Gac fruit powder; pteroberry™, a natural pterostilbene and organic berry blend; and is in the process of developing Nicotinamide Riboside (NR), a novel next-generation B-vitamin. All products are backed with extensive scientific research and intellectual property. For more information about our products, visit www.chromadex.com or call 949-600-9694.

About Washington University:

Washington University, established by special act of the Missouri General Assembly on February 22, 1853, is a private, research university located in St. Louis University. The University’s mission is to discover and disseminate knowledge, and protect the freedom of inquiry through research, teaching, and learning.

Forward-Looking Statements:

Any statements that are not historical facts contained in this release are forward-looking statements. Actual results may differ materially from those projected or implied in any forward-looking statements. Such statements involve risks and uncertainties, including but not limited to those relating to product and customer demand, market acceptance of our products, the effect of economic conditions both nationally and internationally, ability to protect our intellectual property rights, impact of any litigation or infringement actions brought against us, competition from other providers and products, risks in product development, our ability to raise capital to fund continuing operations, the ability to complete transactions, and other factors discussed from time to time in the Company’s Securities and Exchange Commission filings. The Company undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made except as required by law.

ChromaDex Investor Contact:

The Del Mar Consulting Group, Inc.

Robert B. Prag, President

858-794-9500

bprag@delmarconsulting.com

or

Alex Partners, LLC

Scott Wilfong, President

425-242-0891

Scott@alexpartnersllc.com

ChromaDex Media Contact:

Chandler Chicco Agency

Keshia Cain, Media Specialist

310-309-1017

kcain@ccapr.com

ChromaDex Contact:

Laura Carney, Executive Assistant

949-419-0288

laurac@chromadex.com

Statements in this release have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure or prevent any disease.

1Coleman, M. P., et al., Trends Neurosci. 25:532-537 (2002); Luo, L., et al., Ann. Rev. Neurosci. 28: 127-156 (2005); Saxena, S., et al., Prog. Neurobiol. 83: 174-191 (2007).

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