0001415889-16-006986.txt : 20160826 0001415889-16-006986.hdr.sgml : 20160826 20160826170753 ACCESSION NUMBER: 0001415889-16-006986 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20160402 FILED AS OF DATE: 20160826 DATE AS OF CHANGE: 20160826 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: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37752 FILM NUMBER: 161855444 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 10-Q/A 1 cdxc10q_apr22016.htm FORM 10-Q/A cdxc10q_apr22016.htm


 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
Amendment No. 1

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 2, 2016

Commission File Number: 000-53290

CHROMADEX CORPORATION
(Exact Name of Registrant as Specified in its Charter)


 
 Delaware    26-2940963
 (State or other jurisdiction of incorporation or organization)     (I.R.S. Employer Identification No.)
     
 10005 Muirlands Blvd. Suite G, Irvine, California    92618
 (Address of Principal Executive Offices)     (Zip Code)
     
     
                                                                                                                 
Registrant's telephone number, including area code: (949) 419-0288

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  X    No       
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes   X    No       

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer or smaller reporting company. See definition of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ___                                                                                Accelerated filer  
Non-accelerated filer ___                                                                                  Smaller reporting company ___
(Do not check if smaller reporting company)


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ___  No   X  

As of May 11, 2016 there were 36,554,481 shares of the registrant’s common stock issued and outstanding. 

 
 



 
 
EXPLANATORY NOTE

This Amendment No. 1 to the Quarterly Report of ChromaDex Corporation on Form 10-Q/A (this “Form 10-Q/A”) amends our Quarterly Report on Form 10-Q for the period ended April 2, 2016, which was originally filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2016 (the “Original Form 10-Q”). This Form 10-Q/A is being filed solely to refile following exhibits:
 
Exhibit 10.4 - Addendum to the NIAGEN® Supply Agreement, effective as of June 26, 2014, between 5Linx Enterprises, Inc. and ChromaDex, Inc.
 
Exhibit 10.5 - First Amendment to NIAGEN® Supply Agreement, effective as of March 31, 2015, between 5Linx Enterprises, Inc. and ChromaDex, Inc.
 
Exhibit 10.6 - Second Amendment to NIAGEN® Supply Agreement, effective as of March 3, 2016, between 5Linx Enterprises, Inc. and ChromaDex, Inc.
 
In connection with the filing of this Form 10-Q/A and pursuant to the rules of the SEC, we are including with this Form 10-Q/A new certifications by our principal executive officer and principal financial officer.
 
Except as described above, no other changes have been made to the Original Form 10-Q, and this Form 10-Q/A does not amend, update or change the financial statements or disclosures in the Original Form 10-Q. This Form 10-Q/A does not reflect events occurring after the filing of the Original Form 10-Q or modify or update those disclosures. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Form 10-Q, including any amendments to those filings.

 
 

 
 
PART II - OTHER INFORMATION
 
ITEM 6.      EXHIBITS
 
               
Exhibit No.   Description of Exhibits
     
10.4
 
Addendum to the NIAGEN® Supply Agreement, effective as of June 26, 2014, between 5Linx Enterprises, Inc. and ChromaDex, Inc. (1)
10.5
 
First Amendment to NIAGEN® Supply Agreement, effective as of March 31, 2015, between 5Linx Enterprises, Inc. and ChromaDex, Inc. (1)
10.6
 
Second Amendment to NIAGEN® Supply Agreement, effective as of March 3, 2016, between 5Linx Enterprises, Inc. and ChromaDex, Inc. (1)
31.1
 
Certification of the Chief Executive Officer pursuant to Rule 13a-14(A) of the Securities Exchange Act of 1934, as amended
31.2
 
Certification of the Chief Financial Officer pursuant to Rule 13a-14(A) of the Securities Exchange Act of 1934, as amended
32.1
 
Certification pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002)
 
(1)  
A redacted version of this Exhibit is filed herewith.  An un-redacted version of this Exhibit has been separately filed with the Commission pursuant to an application for confidential treatment.  The confidential portions of the Exhibit have been omitted and are marked by an asterisk.
 

 
 

 
 
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.

 
   
CHROMADEX CORPORATION
 
 Date: August 26, 2016  
/s/ THOMAS C. VARVARO
Thomas C. Varvaro
Chief Financial Officer
 
(principal financial and accounting officer and duly authorized on behalf of the registrant)
     
 
EX-10.4 2 ex10-4.htm ADDENDUM TO THE NIAGEN SUPPLY AGREEMENT ex10-4.htm
[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION


Exhibit 10.4

ADDENDUM TO THE NIAGEN™ SUPPLY AGREEMENT BETWEEN
5LINX ENTERPRISES, INC. AND CHROMADEX, INC.

This Addendum (the “Addendum”) dated June 26, 2014 (“Addendum Effective Date”), is attached to and forms part of the NIAGEN SUPPLY AGREEMENT (the “Agreement”) dated January 3, 2014 made by and between ChromaDex, Inc., a California corporation, having a principal place of business at 10005 Muirlands Blvd, Suite G, Irvine, CA 92618 (“Seller”) and 5Linx Enterprises, Inc., a Delaware Corporation with principal offices located at 275 Kenneth Drive, Rochester, NY 14623 (“Buyer”).  To the extent that any of the terms or conditions contained in this Addendum may contradict or conflict with any of the terms or conditions of the Agreement, it is expressly understood and agreed that the terms of this Addendum shall take precedence and supersede the Agreement.

RECITALS

WHEREAS, the parties desire to amend the Agreement as provided herein;

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1.          Exclusivity.   Buyer shall be granted exclusivity in the Territory (as defined in the Agreement) for Energy Shots industry wide until August 31, 2015.  “Energy Shots” are herein defined as dietary supplements sold in a single serving asserting structure/function claims relating to energy.

2.          Price for Exclusivity.  As payment for Exclusivity in the Territory for Energy Shots, from Addendum Effective Date through August 31, 2015, Buyer agrees to take or pay two million dollars ($2,000,000) of the six million dollars ($6,000,000) required to be purchased in Year 2 under the Agreement.

3.          All other terms and conditions of the NIAGEN SUPPLY AGREEMENT remain the same.
 
4.         This Addendum may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  Facsimile, Portable Document Format (PDF) or photocopied signatures of the Parties will have the same legal validity as original signatures.

IN WITNESS WHEREOF, the parties have executed this Addendum by their duly authorized representatives for good and valuable consideration.
 
 
CHROMADEX, INC.
 
 
By: /s/ Troy Rhonemus
Name: Troy Rhonemus
Title: COO
Date: 6/26/2014
5LINX ENTERPRISES, INC.
 
 
By: /s/ William Faucette, Jr.
Name: William Faucette, Jr.
Title: VP, North American Sales
Date: 6/16/14
 
 

EX-10.5 3 ex10-5.htm FIRST AMENDMENT TO NIAGEN SUPPLY AGREEMENT ex10-5.htm
[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION


Exhibit 10.5

FIRST AMENDMENT TO NIAGEN® SUPPLY AGREEMENT
 
THIS AMENDMENT is entered into this 31st day of March 2015 (the “Effective Date” of the First Amendment), by and between 5Linx Enterprises, Inc., with principal offices located at 275 Kenneth Drive, Rochester, NY 14623 (“Buyer”) and ChromaDex, Inc., with principals offices located at 10005 Muirlands Blvd., Suite G, Irvine, CA 92618 (“Seller”).
 
WHEREAS, Buyer and Seller (collectively “the Parties”) entered into a NIAGEN® Supply Agreement made effective as of January 1, 2014 (the “Supply Agreement”); and
 
WHEREAS, the Parties have determined that it is in their mutual interest to amend the Supply Agreement in accordance with the terms of this First Amendment;
 
NOW THEREFORE, in consideration of mutual premises and mutual agreements herein contained, the Parties hereto agree to amend the Supply Agreement as follows:
 
1.           Amend Section 4.1 - 4.3 by replacing them in their entirety with the following:
 
“4.1.      Year 1 (April 1, 2014-March 31, 2015, hereinafter, “Year” begins April 1st): The Buyer will purchase at a minimum of two million one hundred thousand dollars ($2,100,000) of the Product in the first year of the Agreement.  The Buyer will provide an open PO with delivery dates for [*] kilograms ([*]kg) of Product at a price of [*] dollars per kilogram ($[*]/kg).  The first year of the contract will be take or pay for one million five hundred thousand dollars ($1,500,000) and [*] ([*]) kilograms of product will be order within the first nine (9) months of the Effective Date.
 
4.2         Year 2: The Buyer will purchase at a minimum of four million dollars ($4,000,000) of the Product in the second year of the Agreement.  The Buyer will provide quarterly POs with delivery dates for the Product at a price of [*] dollars per kilogram ($[*]/kg).  The quarterly POs will be binding to maintain the exclusivity.
 
4.3         Year 3: The Buyer will purchase at a minimum of seventeen million dollars ($17,000,000) of the Product in the third year of the Agreement.  The Buyer will provide quarterly POs with delivery dates for the Product at a price of [*] dollars per kilogram ($[*]/kg).  The quarterly POs will be binding to maintain the exclusivity.”
 
2.           Except as specifically changed, altered, amended or restructured by this Amendment, all terms and provisions of the Supply Agreement shall remain unchanged and unaffected and in full force and effect.
 
3.           Delivery of an executed counterpart of a signature pate to this First Amendment by email shall be effective as delivered of a manually executed counterpart of this Agreement.

 
 

 
[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION



IN WITHNESS WHEREOF, the Parties hereto have duly executed this First Amendment to the NIAGEN® Supply Agreement as of the date first written above.
 
 
 
CHROMADEX, INC.                                                                     5LINX ENTERPRISES, INC.

 
By: /s/ Troy Rhonemus                                                                  By: /s/ William Faucette Jr.                                                              
 
Name: Troy Rhonemus                                                                   Name: William Faucette Jr.                                                              
Title: COO                                                                                         Title: VP Sales                     
Date: 6/9/2015                                                                                   Date: 5/26/15                                                             
 
 

EX-10.6 4 ex10-6.htm SECOND AMENDMENT TO NIAGEN SUPPLY AGREEMENT ex10-6.htm
[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

Exhibit 10.6

SECOND AMENDMENT TO NIAGEN® SUPPLY AGREEMENT

THIS SECOND AMENDMENT is effective and binding as of the last date of signing of this Second Amendment (the “Effective Date of the Second Amendment”), by and between 5Linx Enterprises, Inc., with principal offices located at 275 Kenneth Drive, Rochester, NY 14623 (“Buyer”) and ChromaDex, Inc., with principals offices located at 10005 Muirlands Blvd., Suite G, Irvine, CA 92618 (“Seller”).
 
WHEREAS, Buyer and Seller (collectively “the Parties”) entered into a NIAGEN® Supply Agreement made effective as of January 1, 2014 (the “Supply Agreement”);
 
WHEREAS, Buyer and Seller (collectively “the Parties”) entered into an Addendum to the NIAGEN® Supply Agreement made effective as of June 26, 2014 (the “Addendum”);
 
WHEREAS, the Parties entered into a First Amendment to NIAGEN® Supply Agreement made effective as of March 31, 2015 (the “First Amendment”); and
 
WHEREAS, the Parties have determined that it is in their mutual interest to amend the Supply Agreement and the First Amendment in accordance with the terms of this Second Amendment;
 
NOW THEREFORE, in consideration of mutual premises and mutual agreements herein contained, the Parties hereto agree to amend the Supply Agreement and the First Amendment as follows:
 
1.           Add the following definitions:
 
Excluded Products” means topical skincare or cosmetic products, foods or beverages, and any and all dietary supplements in the form of an energy shot, the combination of NIAGEN® with Choline and/or Betaine and/or DMG (all forms), unless it is a multi-vitamin, the combination of NIAGEN® with pterostilbene, the combination of NIAGEN® with collagen, nano NIAGEN®, and Finished Products with “methyl donor” claims. Additional products, may be added to this definition of Excluded Products at any time at the sole discretion of Seller upon written notice.”
 
Excluded Field” means any and all channels, other than the MLM Channel as defined in Section 4.  For purposes of clarification, Buyer shall be prohibited from selling Product outside the MLM Channel but shall be allowed to sell online as long as no marketing is done on radio and Television.”
 
2.           Amend Section 2.2.2 of the Supply Agreement by replacing it in its entirety with the following:
 
“Year 2 through the term of the Agreement: Payment shall be made via wire to Seller within thirty (30) days of date of invoice Subject to a maximum outstanding credit balance of [*]. However until as such time as all past due balances are paid in full all the terms shall be prepaid.   Company further reserves the right to change payment terms at any time (including, without limitation, requiring payment in advance or requiring Buyer to have issued an irrevocable letter of credit) if buyer is late in payments or  in Company’s reasonable opinion, Buyer’s financial condition so warrants   Failure to make prompt and full payment hereunder constitutes a material breach of the Agreement, may impact Seller’s exclusivity rights, and affords Seller the right to suspend its performance without liability to Buyer.”
 
3.           Amend Section 3.1 of the Supply Agreement by replacing it in its entirety with the following:
 
“3.1           Seller shall supply Product to Buyer and Buyer shall market and sell the Combined Product into the Territory.  Buyer shall not sell Excluded Products.  Buyer shall not sell Combined Product in the Excluded Field.”
 
 
 

 
[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

4.           Add Section 3.6 to the Supply Agreement.
 
“3.6           Patent Marking. During the Term, Buyer will ensure proper patent marking on all Combined Product. All Combined Product shall be marked as follows:
 
“Patent: See ChromaDexPatents.com
 
5.           Amend Section 4 of the Agreement to modify exclusivity for the Product for the Multi-Level Marketing (MLM) Business model other than as a melt as defined herein.  Section 4 as amended shall be as follows:
 
“4.           Minimum Purchase Requirements.
 
There will no longer be a Minimum Purchase Requirement and Buyer shall no longer enjoy Exclusivity except for the Exclusivity described herein. Exclusivity for use of the Product in a melt (melting or dissolvable tablet or delivery system) shall be granted for the Multi-Level Marketing (MLM) Channel in the Territory, The “Multi-Level Marketing Channel” is defined herein as the sale of products through a network of independent marketing representatives which does not include or utilize direct to consumer marketing on television or radio.  However, Seller shall have the right to sell to other MLM’s under a different trade name other than NIAGEN®. The Parties agree that the contracted price of the Product in the Agreement was negotiated in good faith and fairly reflects the risk facing the Parties over the length of the Agreement.”
 
6.           Amend Section 4.2 of the First Amendment by replacing it in its entirety with the following:
 
“4.2           Year 2 and Year 3 – 2016 and 2017 (hereinafter, Year shall be calendar year): Buyer shall take or pay one million, five hundred and twenty thousand dollars ($1,520,000) of the Product, plus purchase four million dollars ($4,000,000) of the Product.  The Buyer will provide quarterly POs with delivery dates for the Product at a price of [*] dollars per kilogram ($[*]/kg).”  Buyer shall never be charged more than [*] dollars per kilogram ($[*]/kg) for the Product after Effective Date of the Second Amendment.  Seller’s only remedy for default of this Section 4.2 shall be the right to terminate Buyer’s right to Exclusivity described in Section 4. Minimum Purchase Requirements.
 
7.           Amend Section 9.2(i) of the Supply Agreement  by replacing it in its entirety with the following:
 
“(i) any Party in the event that the other Party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days following notice thereof from the non-breaching party in writing;”
 
8.           Amend Section 17 of the Supply Agreement by replacing in its entirety with the following:
 
“The rights and obligations of Buyer under this Agreement shall be assignable without the prior consent of Seller if the assignment is to an affiliate or subsidiary of Buyer.  Except for the exception in the previous sentence, the rights and obligations of Buyer under this Agreement shall not be assignable without the prior written consent of Seller.  This Agreement shall not be modified, altered or amended in any respect expect by a writing signed by the parties.  Any variation, modification or addition to the terms set forth in this Agreement shall be considered a material modification and shall not be considered part of this Agreement.
 
9.           Except as specifically changed, altered, amended or restructured by this Second Amendment, all terms and provisions of the Supply Agreement, Addendum, and First Amendment shall remain unchanged and unaffected and in full force and effect.
 
 
 

 
[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

10.           In addition to this Second Amendment, the Parties wish to settle any potential dispute as to any amounts currently due to Seller from Buyer.  In consideration for Seller releasing any and all claims it may presently have against Buyer, Buyer agrees to pay Seller [*] dollars and [*] cent ($[*]) (“Settlement Amount”) in [*] monthly installments of [*] dollars ($[*]) per month (“Monthly Payment”) with the first payment being made on the first of April (April 1, 2016).  Buyer shall have fifteen (15) business days from the first day of each month to make the Monthly Payment.  When the remaining balance of the Settlement Amount is equal to or less than [*] dollars and [*] cent ($[*]), Buyer shall have forty five (45) days to deliver to Seller the full amount of the remaining Settlement Amount (“Final Payment”).
 
If any payment is not made on time for clarity, this is a material breach of the Agreement.
 
11.           Delivery of an executed counterpart of a signature page to this Second Amendment by email shall be effective as delivered of a manually executed counterpart of this Second Amendment.
 
 
IN WITHNESS WHEREOF, the Parties hereto have duly executed by their authorized representatives this Second Amendment to the NIAGEN® Supply Agreement.
 
 
CHROMADEX, INC.                                                       5LINX ENTERPRISES, INC.
 

 
By: /s/ Thomas C. Varvaro                                               By: /s/ Jason Guck                                                              
Name: Thomas C. Varvaro                                                Name: Jason Guck                                                              
Title: CFO                                                                            Title: EVP                                                              
Date: 3/3/2016                                                                     Date: 3/3/2016       


EX-31.1 5 ex31-1.htm CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 240.13A14 OR 240.15D14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED ex31-1.htm
Exhibit 31.1

Certification of the Chief Executive Officer
Pursuant to
Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Frank L. Jaksch Jr., certify that:

1. I have reviewed this Amendment No. 1 on Form 10−Q/A of ChromaDex Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a−15(e) and 15d−15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 26, 2016
/s/ FRANK L. JAKSCH JR.
Frank L. Jaksch Jr.
Chief Executive Officer

EX-31.2 6 ex31-2.htm CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 240.13A14 OR 240.15D14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED ex31-2.htm
Exhibit 31.2


Certification of the Chief Financial Officer
Pursuant to
Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas C. Varvaro, certify that:

1. I have reviewed this Amendment No. 1 on Form 10−Q/A of ChromaDex Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a−15(e) and 15d−15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 26, 2016
/s/ THOMAS C. VARVARO
Thomas C. Varvaro
Chief Financial Officer

EX-32.1 7 ex32-1.htm CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 (AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002) ex32-1.htm
Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350
(as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002)

In connection with this Amendment No. 1 on Form 10-Q/A of ChromaDex Corporation (the “Company”) for the quarter ended April 2, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Frank L. Jaksch Jr., Chief Executive Officer of the Company, and Thomas C. Varvaro, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002, that, to our knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 

Date: August 26, 2016
/s/ FRANK L. JAKSCH JR.
Frank L. Jaksch Jr.
Chief Executive Officer

/s/ THOMAS C. VARVARO
Thomas C. Varvaro
Chief Financial Officer
 
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.