cdxc8k_july142016.htm

0001415889-16-006525.txt : 20160719 0001415889-16-006525.hdr.sgml : 20160719 20160719163029 ACCESSION NUMBER: 0001415889-16-006525 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160714 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160719 DATE AS OF CHANGE: 20160719 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: 001-37752 FILM NUMBER: 161773729 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_july142016.htm FORM 8K cdxc8k_july142016.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): July 14, 2016

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)

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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 14, 2016, the Board of Directors of ChromaDex Corporation (the “Company”) adopted an amendment (the “Amendment”) to the Company’s Bylaws (the “Bylaws”), effective immediately, to add a new Article XI, Section 1 to the Bylaws. The new provision provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the certificate of incorporation or the bylaws of the Company, or (d) any action asserting a claim governed by the internal affairs doctrine.

The foregoing summary of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment to Bylaws of ChromaDex Corporation

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: July 19, 2016

CHROMADEX CORPORATION

By: /s/ Frank L. Jaksch Jr.

Name: Frank L. Jaksch Jr.

Title: Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.		Description
3.1		Amendment to Bylaws of ChromaDex Corporation

EX-3.1 2 ex3-1.htm AMENDMENT TO BYLAWS OF CHROMADEX CORPORATION ex3-1.htm

Exhibit 3.1

Amendment to Amended and Restated Bylaws of ChromaDex Corporation

The Bylaws (the “Bylaws”) of ChromaDex Corporation, a Delaware corporation (the “Company”), are hereby amended as follows, effective upon the execution of this amendment by the Secretary or Assistant Secretary of the Company:

A new Article XI, Section 1 is hereby added to the Bylaws, which shall read in its entirety as follows:

ARTICLE XI

FORUM FOR ADJUDICATION OF DISPUTES

Section 1. Forum for Adjudication of Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the certificate of incorporation or the bylaws of the Corporation, or (d) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Article XI, Section 1.”

Dated: July 14, 2016						By:		/s/ Thomas C. Varvaro
								Secretary