0001654954-17-002579.txt : 20170328 0001654954-17-002579.hdr.sgml : 20170328 20170328061544 ACCESSION NUMBER: 0001654954-17-002579 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170327 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170328 DATE AS OF CHANGE: 20170328 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: 17716773 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_mar272017.htm FORM 8-K SEC Connect
 

 
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 27, 2017
 
CHROMADEX CORPORATION
 (Exact name of registrant as specified in its charter)
 
Delaware
001-37752
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 5.02. 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(d) On March 27, 2017, Steven D. Rubin was appointed to the Board of Directors (the “Board”) of ChromaDex Corporation (the “Company”). Mr. Rubin was also appointed to serve as a member of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”).
 
In accordance with the Company’s non-employee director compensation policy, Mr. Rubin is entitled to receive an initial grant consisting of a nonstatutory stock option to purchase 40,000 shares of the Company’s common stock (the “Common Stock”), which shares will vest in a series of three equal annual installments. Mr. Rubin will also be entitled to receive a $30,000 annual cash retainer for service as director and a $5,000 annual cash retainer for service as member of the Nominating and Corporate Governance Committee, and will be eligible to receive additional equity compensation in the future. Mr. Rubin will enter into the Company’s standard form of indemnification agreement. The Company is not aware of any transaction involving Mr. Rubin requiring disclosure under Item 404(a) of Regulation S-K.
 
On March 28, 2017, the Company issued a press release announcing Mr. Rubin’s appointment to the Board, a copy of which is attached hereto as Exhibit 99.1.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits.
  
Exhibit No.
 
Description
 
 
 
99.1
 
Press Release, dated March 28, 2017
 
 
 
 
 

 
 
 
 
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 28, 2017
 
CHROMADEX CORPORATION
 
By:   /s/ Frank L. Jaksch, Jr.
         Name: Frank L. Jaksch, Jr.
         Title: Chief Executive Officer
 
 
 
 
 
 
INDEX TO EXHIBITS
 
Exhibit No.
 
Description
 
 
 
99.1
 
Press Release, dated March 28, 2017
 
 
 
 
 
 
 
EX-99.1 2 ex99-1.htm PRESS RELEASE SEC Connect
 
Exhibit 99.1
 
ChromaDex Appoints Steven D. Rubin, J.D., to its Board of Directors
 
IRVINE, Calif., March 28, 2017 – ChromaDex Corp. (NASDAQ: CDXC), an innovator of proprietary health, wellness and nutritional ingredients that creates science-based solutions for dietary supplement, food and beverage, skin care, sports nutrition, and pharmaceutical products, announced today that Steven D. Rubin, J.D. has joined the Company’s board of directors.
 
Mr. Rubin, age 56, has served as OPKO Health, Inc.’s (NASDAQ: OPK) Executive Vice President – Administration since May 2007 and as a director of since February 2007. Mr. Rubin is a member of The Frost Group, LLC, a private investment firm. He has extensive experience as a practicing lawyer, and as general counsel and board member to multiple public companies.
 
 Mr. Rubin currently serves on the board of directors for the following companies: VBI Vaccines Inc., a commercial-stage biopharmaceutical company developing a next generation of vaccines; Cognit, Inc., a data and analytics company providing cloud-based mission-critical information and performance marketing solutions; Kidville, Inc., an operator of large, upscale facilities, catering to newborns through five-year-old children and their families and offers a wide range of developmental classes for newborns to five-year-olds; Non-Invasive Monitoring Systems, Inc., a medical device company; BioCardia, Inc., , a clinical-stage regenerative medicine company developing novel therapeutics for cardiovascular diseases; Cocrystal Pharma, Inc., a biotechnology company developing new treatments for viral diseases; Sevion Therapeutics, Inc., a clinical stage company which discovers and develops next-generation biologics for the treatment of cancer and immunological diseases; Castle Brands, Inc.), a developer and marketer of premium brand spirits; and, Neovasc, Inc., a company developing and marketing medical specialty vascular devices.
 
Mr. Rubin previously served as the Senior Vice President, General Counsel and Secretary of IVAX from August 2001 until September 2006. Mr. Rubin previously served as a director of the following companies: Dreams, Inc. (NYSE MKT: DRJ), a vertically integrated sports licensing and products company; Safestitch Medical, Inc. prior to its merger with TransEnterix, Inc.; and, PROLOR Biotech, Inc., prior to its acquisition by the Company in August 2013.
 
About ChromaDex:
 
ChromaDex leverages its complementary business units to discover, acquire, develop and commercialize patented and proprietary ingredient technologies that address the dietary supplement, food, beverage, skin care and pharmaceutical markets. In addition to our ingredient technologies unit, we also have business units focused on natural product fine chemicals (known as "phytochemicals"), chemistry and analytical testing services, and product regulatory and safety consulting. As a result of our relationships with leading universities and research institutions, we are able to discover and license early stage, IP-backed ingredient technologies. We then utilize our in-house chemistry, regulatory and safety consulting business units to develop commercially viable ingredients. Our ingredient portfolio is backed with clinical and scientific research, as well as extensive IP protection. Our portfolio of patented ingredient technologies includes NIAGEN® nicotinamide riboside; pTeroPure® pterostilbene; PURENERGY®, a caffeine-pTeroPure® co-crystal; IMMULINA, a spirulina extract; and AnthOrigin, anthocyanins derived from a domestically-produced, water-extracted purple corn. To learn more about ChromaDex, please 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, including statements related to the composition and experience of ChromaDex’s board of directors. 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. More detailed information about ChromaDex and the risk factors that may affect the realization of forward-looking statements is set forth in ChromaDex's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, ChromaDex's Quarterly Reports on Form 10-Q and other filings submitted by ChromaDex 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, and actual results may differ materially from those suggested by these forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement and ChromaDex undertakes no obligation to revise or update this release to reflect events or circumstances after the date hereof.
 
ChromaDex Investor Relations Contact:
 
Andrew Johnson, Director of Investor Relations
 
949-419-0288
 
andrewj@chromadex.com
 
ChromaDex Public Relations Contact:
 
Breah Ostendorf, Director of Marketing
 
949-537-4103
 
breaho@chromadex.com
 
 
 
                                                                               
 
END
 
###