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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 13, 2019
CHROMADEX CORPORATION
(Exact name of registrant as specified in its
charter)
Delaware
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001-37752
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26-2940963
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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10900 Wilshire Blvd. Suite 650, Los Angeles, California
90024
(Address
of principal executive offices, including zip code)
(310) 388-6706
(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))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, par value $0.001 per share
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CDXC
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The
Nasdaq Capital Market
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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth
company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On
August 13, 2019, ChromaDex Corporation (the “Company”) entered into a Securities Purchase
Agreement (the “Purchase
Agreement”) with certain
purchasers named therein (the “Purchasers”), pursuant to which the Company
agreed to sell and issue an aggregate of $7.0 million of the
Company’s Common Stock, par value $0.001 per share
(“Common Stock”) at a purchase price of $4.465 per
share (the “Financing”). The Financing is expected to
close on August 15, 2019 and is subject to customary closing
conditions.
Oppenheimer
& Co. Inc. (the “Placement Agent”) acted as
placement agent in connection with the Financing. As previously
disclosed, pursuant to the terms of an Engagement Letter, dated
April 3, 2019, as amended on May 7, 2019, between the Company and
the Placement Agent (the “Engagement Letter”), the
Company has agreed to pay the Placement Agent (i) in connection
with the closing of the Financing, an aggregate cash fee equal to
(A) 5.0% of the aggregate gross proceeds from the Financing
generated by the Placement Agent, (B) 2.5% of all other gross
proceeds from the Financing, plus (C) the reimbursement of certain
expenses, and (ii) a non-creditable quarterly advisory fee of
$50,000 beginning on July 1, 2019 with the final quarterly advisory
fee payment due on July 1, 2020. The Engagement Letter contains
customary representations, warranties, and indemnification of the
Placement Agent by the Company.
The
shares of Common Stock that are issuable to the Purchasers upon the
closing of the Financing (the “Shares”) are not
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws. The
Company has relied on the exemption from the registration
requirements of the Securities Act by virtue of Section 4(a)(2)
thereof and Rule 506 of Regulation D thereunder. In connection with
the Purchasers’ execution
of the Purchase Agreement, the Purchasers represented to the
Company that they are each an “accredited investor” as defined in Regulation D of the
Securities Act and that the Shares to be purchased by them will be
acquired solely for their own account and for investment purposes
and not with a view to the future sale or
distribution.
The
foregoing description of the Purchase Agreement is not complete and
is qualified in its entirety by reference to the full text of the
Purchase Agreement, a copy of which is attached to this Current
Report as Exhibit 99.1. On August 14,
2019, the Company issued a press release regarding the Financing. A
copy of the press release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
Forward-Looking Statements
This Current Report contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements include, without limitation,
statements with respect to the completion, timing and size of the
Financing, the expected proceeds from the Financing and the
issuance of the Shares in connection with the Financing. These
forward-looking statements are based upon the Company’s
current expectations and inherently involve significant risks and
uncertainties. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which
include, without limitation, risks and uncertainties associated
with the satisfaction of customary closing conditions related to
the Financing. Additional risks and uncertainties relating to the
Company and its business can be found under the caption “Risk
Factors” in the Company’s Annual on Form 10-K for the
year ended December 31, 2018, as filed with the Securities and
Exchange Commission and other filings submitted by the Company.
Forward-looking statements speak only as of the date of this
Current Report, and the Company undertakes no duty or obligation to
update any forward-looking statements contained in this Current
Report as a result of new information, future events or changes in
its expectations after the date of this Current
Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
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Description
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Securities
Purchase Agreement, dated August 13, 2019, by and among the Company
and the Purchasers.
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Press
Release, dated August 14, 2019.
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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 hereunto duly authorized.
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CHROMADEX CORPORATION
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Dated:
August 14, 2019
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By:
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/s/
Kevin M.
Farr
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Name:
Kevin M. Farr
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Chief
Financial Officer
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