0001415889-14-001730.txt : 20140623 0001415889-14-001730.hdr.sgml : 20140623 20140603062029 ACCESSION NUMBER: 0001415889-14-001730 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140602 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140603 DATE AS OF CHANGE: 20140603 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: 14885938 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 cdxc8k_june22014.htm FORM 8-K cdxc8k_june22014.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) June 2, 2014

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.
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 June 2, 2014, ChromaDex, Inc., a California corporation and wholly owned subsidiary of ChromaDex Corporation, a Delaware corporation, the registrant (“ChromaDex”), entered into an Exclusive License Agreement (the “Agreement”) with Dartmouth College (“Dartmouth”). Under the terms of the Agreement, Dartmouth granted to ChromaDex a worldwide, exclusive, sublicensable right and license to use certain patent rights relating to the Nicotinamide Riboside Assay System, for use in human and animal therapeutics. The Agreement terminates on the earliest of the expiration date of the last to expire patent right. Either party may terminate the Agreement if the other party breaches the Agreement. ChromaDex may terminate the Agreement at any time upon 90 days' prior written notice.

As consideration for the license granted, ChromaDex will make a cash payment to Dartmouth. Additionally, ChromaDex will pay Dartmouth annual license maintenance fees, earned royalties on net sales of all licensed products, payments upon the completion of certain strategic milestones, as well as other consideration associated with sublicensing and manufacturing of the compound.

ChromaDex has agreed to use commercially reasonable efforts to effectively manufacture and market licensed products.

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’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2014 and, when filed, such Agreement shall be incorporated by reference herein. ChromaDex will seek confidential treatment for certain terms of the Agreement at the time of filing such Quarterly Report.

ITEM 7.01 
REGULATION FD DISCLOSURE

On June 3, 2014, we issued a press release announcing the entry into the Agreement.  A copy of the press release is appended hereto as Exhibit 99.1 and is incorporated herein by reference.

The information disclosed under this Item 7.01, including Exhibit 99.1 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

(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: June 3, 2014
 
 
CHROMADEX CORP.
 
By: /s/ Frank L. Jaksch Jr.
Name: Frank L. Jaksch Jr.
Title: Chief Executive Officer
 
 
EX-99.1 2 ex99-1.htm PRESS RELEASE ex99-1.htm
Exhibit 99.1


ChromaDex Licenses Exclusive Patent Rights from Dartmouth College for
Pharmaceutical Use of Nicotinamide Riboside (NR)

IRVINE, Calif. – June 3, 2014 – ChromaDex Corp. (OTCQB: CDXC), an innovative natural products company that provides proprietary ingredients and science-based solutions to the dietary supplement, food and beverage, animal health, cosmetic and pharmaceutical industries, announced today it has licensed exclusive rights from Dartmouth College for several patents related to pharmaceutical use of nicotinamide riboside (NR).  The new licensed patents includes protection for human therapeutic uses of NR and builds upon the patents licensed from Dartmouth in 2012 for other human uses and production methods of NR.

The license covers U.S. Patent numbers 8,197,807; 8,114,626; and 8,383,086 which were filed by Dartmouth as a result of research sponsored by the National Cancer Institute.

In 2004, Dr. Charles Brenner, then a faculty member at Dartmouth College, discovered NR to be a vitamin precursor of nicotinamide adenine dinucleotide (NAD+) found in milk, which is made available by nicotinamide riboside kinases (Nrks) that are conserved between yeast and humans. In 2007, Dr. Brenner's lab discovered a second pathway by which NR is converted to NAD+ and showed that NR can extend the lifespan of yeast cells by virtue of elevating NAD+ levels and increasing the activity of the NAD+ dependent Sir2 enzyme. In the past decade, Dr. Brenner has made multiple, seminal contributions to NAD+ metabolism, which included engineering a yeast strain to convert inexpensive NAD+ precursor vitamins into NR, identifying a high affinity NR transporter, solving the crystal structure of human Nrk1, and developing the methods for quantitative NAD+ metabolomics. Dr. Brenner's gene discoveries and characterization of the NAD+ metabolome have shed light on distinct pathways by which human cells utilize distinct NAD+ precursor vitamins. His lab continues to focus on characterizing the molecular mechanisms underlying NAD+ precursors and their impact on human health. Groups worldwide have added to Dr. Brenner's discoveries in providing evidence for unique properties of NR in neuroprotection, sirtuin activation, protection against weight gain on a high fat diet, and improvement of blood glucose and insulin sensitivity.

Dr. Brenner, now the Roy J. Carver Chair and Head of Biochemistry at the University of Iowa and Founding Co-Director of the University of Iowa Obesity Initiative, commented, “NR has great potential both as a nutritional supplement as well as a therapeutic product for specific diseases and conditions. While more research is needed to develop NR as a potentially safe and effective human therapeutic, this developmental path would not be possible without good licensing partners. We are very pleased that ChromaDex has made development of NR a priority.”

Alla Kan, Director of Technology Transfer at Dartmouth, stated, "This expansion of our successful collaboration with ChromaDex provides new venues for NR utilization in healthcare. This license is a perfect example of the benefits to society created by the technology transferred from academia to industry. We look forward to developing NR for human therapies."
 
Frank Jaksch, CEO and Founder of ChromaDex, stated, "The acquisition of these additional Dartmouth patent rights allows for ChromaDex to commercialize NR as a drug.  Together with our existing patent portfolio pertaining to NR, we believe our ownership of these new patent rights creates a significant and meaningful barrier to entry for would-be competitors in the entire NAD+ precursor market.”

 
 

 

AboutNicotinamide 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, no-flush version of Niacin (vitamin B3).  Published research has shown that NR is perhaps the most effective NAD+ booster, an essential metabolite found in all cells. NAD+ is arguably the most important cellular co-factor for improvement of mitochondrial performance and energy metabolism. Mitochondria are the powerhouse of the cell where macronutrients are converted to energy the cell can use. Mitochondria also play an important 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. Researchers worldwide continue seminal discoveries characterizing the unique properties of NR in a wide range of health benefits. These include: increasing mitochondrial health, increasing muscle endurance, neuroprotection, sirtuin activation, protection against weight gain on high fat diet, protection against oxidative stress, improvement of blood glucose and insulin sensitivity. In recent years, NAD+ has also been recognized as an extracellular signaling molecule involved in cell-to-cell communication.

A study by researchers from Harvard Medical School in conjunction with the National Institute on Aging was published in December 2013 in CELL demonstrated that mitochondrial dysfunction (a hallmark of ageing) in ageing mice is due to a disruption in Sirtuin1-dependent nuclear-mitochondrial communication. They further show that a reduction in NAD+ levels is responsible for this disruption. Excitingly, they also show that this mitochondrial dysfunction is readily reversible by administration of a NAD+ precursor. The authors show that "1 week of treatment with a compound that boosts NAD+ levels is sufficient to restore the mitochondrial homeostasis and key biochemical markers of muscle health in a 22-month-old mouse to levels similar to a 6-month-old mouse."

Separately, findings from a 2012 study conducted by researchers at 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 Dartmouth College:
Established in 1769 and a member of the Ivy League, Dartmouth is a superb undergraduate residential college with the intellectual character of a university, featuring thriving research and first-rate graduate and professional programs. The quality of the undergraduate experience is enhanced by close student-faculty interaction, opportunities for independent research, a broad range of off-campus programs, and a diverse student body. Graduate programs include Geisel School of Medicine, graduate programs in the Arts and Sciences, Thayer School of Engineering, and the Tuck School of Business.

About ChromaDex:
ChromaDex is an innovative natural products company that discovers, acquires, develops and commercializes proprietary-based ingredient technologies through its unique business model that utilizes its wholly owned synergistic business units, including ingredient technologies, natural product fine chemicals (known as "phytochemicals"), chemistry and analytical testing services, and product regulatory and safety consulting (as Spherix Consulting). The company provides seamless science-based solutions to the nutritional supplement, food and beverage, animal health, cosmetic and pharmaceutical industries. The ChromaDex ingredient technologies unit includes products backed with extensive scientific research and intellectual property. Its ingredient portfolio includes pTeroPure® pterostilbene; ProC3G®, a natural black rice containing cyanidin-3-glucoside; PURENERGY®, a caffeine-pTeroPure® co-crystal; and NIAGEN™, its recently launched branded nicotinamide riboside, a novel next-generation B vitamin. To learn more about ChromaDex, visit www.chromadex.com.

 
 

 

Forward-Looking Statements:
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Statements that are not a description of historical facts constitute forward-looking statements and may often, but not always, be identified by the use of such words as “expects”, “anticipates”, “intends”, “estimates”, “plans”, “potential”, “possible”, “probable”, “believes”, “seeks”, “may”, “will”, “should”, “could” or the negative of such terms or other similar expressions. Actual results may differ materially from those set forth in this release due to the risks and uncertainties inherent in the Company’s business. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013, the Company’s Quarter Reports on Form 10-Q and other filings submitted by the Company to the SEC, copies of which may be obtained from the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update this release to reflect events or circumstances after the date hereof.
 
ChromaDex Media Inquiries:
Beckerman PR
Jerry Schranz
201-465-8020
jschranz@beckermanpr.com
 
ChromaDex Company Contact:
Laura Kelly, Executive Assistant
949-419-0288
laurak@chromadex.com


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