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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 15, 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.
As previously disclosed, 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”). On August 15, 2019, the Company
closed the Financing, and, in connection therewith, issued
1,567,748 shares of its Common Stock (the “Shares”) to
the Purchasers. 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 purchased by them were acquired
solely for their own account and for investment purposes and not
with a view to the future sale or distribution.
On
August 15, 2019, in connection with the closing of the Financing,
the Company entered into a Registration Rights Agreement with the
Purchasers (the “Registration Rights
Agreement”). Pursuant to
the Registration Rights Agreement, the Company agreed to (i) file
one or more registration statements with the Securities and
Exchange Commission to cover the resale of the Shares, (ii) use its
reasonable best efforts to have all such registration statements
declared effective within the timeframes set forth in the
Registration Rights Agreement, and (iii) use its commercially
reasonable efforts to keep such registration statements effective
during the timeframes set forth in the Registration Rights
Agreement. In the event that such registration statements are not
filed or declared effective within the timeframes set forth in the
Registration Rights Agreement, any such effective registration
statements subsequently become unavailable, or the Purchasers are
unable to sell the Shares because the Company has failed to satisfy
the current public information requirement of Rule 144 under the
Securities Act, the Company would be required to pay liquidated
damages to the Purchasers equal to 1.0% of the aggregate purchase
price per month for each default (up to a maximum of 5.0% of such
aggregate purchase price). The foregoing description of the
Registration Rights Agreement is not complete and is qualified in
its entirety by reference to the full text of the Registration
Rights Agreement, a copy of which is attached to this Current
Report as Exhibit 99.1.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report is
incorporated by reference into this Item 3.02.
In addition, as previously disclosed, on May 9, 2019, the Company
entered into a Note Purchase Agreement with Winsave Resources
Limited and Pioneer Step Holdings Limited (the “Note
Purchasers”), pursuant to which the Company sold and issued
convertible promissory notes (the “Notes”) in the
aggregate principal amount of $10.0 million to the Note Purchasers.
The Notes provided that the entire outstanding principal balance
and all unpaid accrued interest thereon would automatically convert
into shares of Common Stock on August 15, 2019 (the “Maturity
Date”), at a conversion price equal to the lesser of (i)
$4.59, or (ii) if one or more Common Stock financings occur on or
prior to the Maturity Date, the lowest price per share at which the
shares of Common Stock are issued in all such financings. On
the Maturity Date, the Notes, with an aggregate principal amount of
$10.0 million, were converted at a conversion price of $4.465 into
2,267,254 shares of Common Stock (the “Conversion
Shares”). The Conversion Shares are not registered under 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 3(a)(9) under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
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Description
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Registration
Rights Agreement, dated August 15, 2019, by and among the Company
and the Purchasers.
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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 15, 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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