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) December 1, 2014

CHROMADEX CORPORATION

 (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 December 1, 2014, ChromaDex, Inc. (“ChromaDex”), a California corporation and wholly owned subsidiary of ChromaDex Corporation, a Delaware corporation (the “Company”), entered into a License Agreement (the “Agreement”) with the University of Mississippi (“UM”). Under the terms of the Agreement, UM granted to ChromaDex a worldwide, exclusive, royalty-bearing right and license to use certain patent rights relating to isolation and use of immunostimulatory extracts from microalgae.  The license covers U.S. Patent numbers 7,205,284 and 7,846,452. The Agreement terminates on the later of the expiration date of the last to expire patent right or ten years after the first commercial sale of a licensed product. Following expiration of the Agreement pursuant to its terms, ChromaDex shall have a fully paid up, royalty-free, worldwide right and license to make, use, sell and import the licensed products.  UM may terminate the Agreement upon the occurrence of certain events, including but not limited to nonpayment of amounts due under the Agreement, dissolution or cessation of operations, failure to meet pre-established milestones and failure to keep at least one Product on the market after the first commercial sale for a continuous period of 60 days. ChromaDex may terminate the Agreement at any time upon 60 days' prior written notice.

As consideration for the license granted, ChromaDex will make certain cash payments to UM within 15 days of closing and 180 days of closing. Additionally, ChromaDex will pay UM royalties on net sales of all licensed products and reimburse UM for certain costs incurred in connection with the preparation, filing, and/or maintenance of applications for patent protection.

ChromaDex has agreed to use reasonable efforts to develop and market the 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 the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2015 and, when filed, such Agreement shall be incorporated by reference herein. The Company will seek confidential treatment for certain terms of the Agreement at the time of filing such Annual Report.

ITEM 7.01  REGULATION FD DISCLOSURE

On December 2, 2014, the Company 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: December 2, 2014

CHROMADEX CORP.

By:  /s/ Frank L. Jaksch Jr.

Name:  Frank L. Jaksch Jr.

Title:  Chief Executive Officer

EX-99.1

Exhibit 99.1

ChromaDex Licenses Exclusive Worldwide Patent Rights from the University of Mississippi for Microalgae Technology Targeting Immune Support

IRVINE, Calif. – December 2, 2014 – ChromaDex Corp. (OTCQX: 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 worldwide rights from the University of Mississippi for several patents related to the isolation and use of immunostimulatory extracts from microalgae. The exclusive worldwide license covers U.S. Patent numbers 7,205,284 and 7,846,452.

ChromaDex plans to create a branded ingredient technology that will be formally introduced in early 2015 and will target the immune support and sport nutrition markets. The supply chain is already in place and supporting safety and clinical studies have been completed.

Following its launch, this will be the fifth branded patented ingredient technology developed by ChromaDex, joining NIAGEN™, PURENERGY®, pTeroPure® and ProC3G®. ChromaDex’s ingredient technologies business benefits from its unique business model whereby discovery of new ingredient technologies is often the result of information gathered by its other business units: natural product fine chemicals (known as “phytochemicals”); chemistry and analytical testing services; and subsidiary Spherix Consulting’s product regulatory and safety consulting business.

The licensed technology covers patented and proprietary preparations from food-grade microalgae that are rich in compounds that activate innate immune cells. The predominant active compounds, Braun-type lipoproteins, are potentially useful for improving human immune function. These lipoproteins within Spirulina platensis, Haematococcus pluvialis, Chlorella pyrenoidosa and Aphanizomenon flos-aquae are present at much greater levels than those found within commonly used immune enhancing botanicals, such as Echinacea and ginseng.

Frank Jaksch, CEO and Founder of ChromaDex, stated: "There is a very large existing market for immune support products and the acquisition of this patented technology will enable us to provide a new, science-backed ingredient option for our customers. We are proud to continue to build on our long-standing relationship with the University of Mississippi.”

“ChromaDex is a valued partner of the University of Mississippi and has successfully commercialized other technologies from our School of Pharmacy and the National Center for Natural Products Research” stated Walt Chambliss, UM director of technology management.  “I am confident that ChromaDex will maximize the potential for this patented extract to benefit consumer health.”

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About the University of Mississippi:

The University of Mississippi, the flagship university for the state of Mississippi, opened in 1848. It offers nationally recognized programs across a broad range of undergraduate and graduate studies, from medicine and law to creative writing and accountancy. With more than 23,000 students, Ole Miss is the state's largest university, and the Chronicle of Higher Education named it as the nation's 13th-fastest growing university in its Almanac of Higher Education 2014. The university has a diverse student body (23.8 percent of students are ethnic minorities) representing all 50 states and 92 countries. It has been ranked as one of America's best college values by Kiplinger's Personal Finance and one of the best places to work by the Chronicle of Higher Education.

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