As filed with the Securities and Exchange Commission on August 18, 2020
Registration No. 333-                                  
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
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.)
 
 
10900 Wilshire Blvd., Suite 600
Los Angeles, California 90024
(310) 388-6706
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) 
 
 
2017 Equity Incentive Plan
 (Full title of the plan)
 
 
Robert Fried
Chief Executive Officer
10900 Wilshire Blvd., Suite 600
Los Angeles, California 90024
(310) 388-6706
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
Copies to:
 Thomas A. Coll
Matthew T. Browne
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
Kevin M. Farr
Chief Financial Officer
10900 Wilshire Boulevard, Suite 600
Los Angeles, CA 90024
(310) 388-6706
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company)
Smaller reporting company
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 7(a)(2)(B) of the Securities Act. ☐
 
 

 
 
 
 
CALCULATION OF REGISTRATION FEE
 
Title of securities to be registered
 
Amount to be
registered (1)(2)
 
 
Proposed maximum offering price
per share (3)
 
 
Proposed maximum aggregate
offering price (3)
 
 
Amount of
registration fee
 
2017 Equity Incentive Plan
Common Stock, par value $0.001 per share
  5,500,000 
 $4.84 
 $26,620,000 
 $3,455.28 
 
 
 
 
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock (“Common Stock”) that become issuable under the ChromaDex Corporation 2017 Equity Incentive Plan, as amended (the “2017 Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
(2)
Represents shares that were added to the 2017 Plan pursuant to a share reserve increase approved by the Registrant’s stockholders on June 19, 2020.
(3)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock on August 12, 2020, as reported on The Nasdaq Capital Market.
 
 
 
 
 
 
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENTS ON FORM S-8
 
This Registration Statement on Form S-8 is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements on Form S-8 relating to the same benefit plan are effective.  This Registration Statement on Form S-8 registers the offer and sale of an additional 5,500,000 shares of the Registrant’s common stock that were added to the ChromaDex Corporation 2017 Equity Incentive Plan, as amended (the “2017 Plan”), pursuant to a share reserve increase approved by the Registrant’s stockholders on June 19, 2020.  The Registrant previously registered shares of its common stock for issuance under the 2017 Plan on Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2017 (File No. 333-221247), March 23, 2018 (File No. 333-223889) and August 22, 2018 (File No. 333-226972) (the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements.
 
ITEM 8. EXHIBITS.
 
Exhibit
Number
 
Description
 
 
 
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference from, and filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-37752) filed with the SEC on March 15, 2018).
 
Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated by reference from, and filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 000-53290) filed with the SEC on April 12, 2016).
 
Bylaws of the Registrant (incorporated by reference from, and filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 333-140056) filed with the SEC on June 24, 2008).
 
Amendment to Bylaws of the Registrant (incorporated by reference from, and filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37752) filed with the SEC on July 19, 2016).
 
Form of Stock Certificate representing shares of the Registrant’s Common Stock (incorporated by reference from, and filed as Exhibit 4.1 of the Registrant’s Annual Report on Form 10-K (File No. 000-53290) filed with the SEC on April 3, 2009).
 
Investor’s Rights Agreement, effective as of December 31, 2005, by and between The University of Mississippi Research Foundation and the Registrant (incorporated by reference from, and filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 333-140056) filed with the SEC on June 24, 2008).
 
Tag-Along Agreement effective as of December 31, 2005, by and among the Registrant, Frank Louis Jaksch, Snr. & Maria Jaksch, Trustees of the Jaksch Family Trust, Margery Germain, Lauren Germain, Emily Germain, Lucie Germain, Frank Louis Jaksch, Jr., and the University of Mississippi Research Foundation (incorporated by reference from, and filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 333-140056) filed with the SEC on June 24, 2008).
 
Form of Stock Certificate representing shares of the Registrant’s Common Stock (new design effective as of January 1, 2016, incorporated by reference from and filed as Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K (File No. 000-53290) filed with the SEC on March 17, 2016).
 
Form of Stock Certificate representing shares of ChromaDex Corporation Common Stock (new design effective as of December 10, 2018, incorporated by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 07, 2019).
 
Registration Rights Agreement, dated as of May 9, 2019, by and among the Registrant and the parties thereto (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 10, 2019).
 
Registration Rights Agreement, dated as of August 15, 2019, by and among the Registrant and the parties thereto (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 15, 2019).
 
Registration Rights Agreement, dated as of April 27, 2020, by and among the Registrant and the parties thereto (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 29, 2020).
 
Opinion of Cooley LLP.
 
Consent of Marcum LLP.
 
Consent of Cooley LLP. Reference is made to Exhibit 5.1.
 
Power of Attorney. Reference is made to the signature page hereto.
 
ChromaDex Corporation 2017 Equity Incentive Plan, as amended (incorporated by reference from, and filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37752) filed with the SEC on June 22, 2020).
 
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 18, 2020.
 
 
 
CHROMADEX CORPORATION
 
 
By:
 
/s/ Robert Fried
 
 
Robert Fried
 
 
Chief Executive Officer
 
 
POWER OF ATTORNEY
 
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Fried and Kevin M. Farr, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
 
 
 
/s/ ROBERT FRIED
Robert Fried
 
Chief Executive Officer and Director
(Principal Executive Officer)
 
 
August 18, 2020
 
/s/ KEVIN M. FARR
Kevin M. Farr
 
Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 
August 18, 2020
 
/s/ FRANK L. JAKSCH JR.
Frank L. Jaksch Jr.
 
 
Executive Chairman and Director
 
 
August 18, 2020
 
/s/ STEPHEN BLOCK
Stephen Block
 
 
Director
 
August 18, 2020
 
/s/ JEFF BAXTER
Jeff Baxter
 
 
Director
 
August 18, 2020
 
/s/ KURT GUSTAFSON
Kurt Gustafson
 
 
Director
 
August 18, 2020
 
/s/ TONY LAU
Tony Lau
 
 
Director
 
August 18, 2020
 
/s/ STEVEN RUBIN
Steven Rubin
 
 
Director
 
August 18, 2020
 
/s/ WENDY YU
Wendy Yu
 
 
Director
 
August 18, 2020
 
 
 
ex5-1
Exhibit 5.1
Matthew T. Browne
+1 858 550 6045
mbrowne@cooley.com
 
 
August 18, 2020
 
ChromaDex Corporation
10900 Wilshire Blvd., Suite 600
Los Angeles, CA 90024
 
Ladies and Gentlemen:
 
We have acted as counsel to ChromaDex Corporation, a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the S ecurities and Exchange Commission, covering the offering of up to 5,500,000 shares of the Company’s Common Stock, $0.001 par value per share (the “Shares”), pursuant to the Company’s 2017 Equity Incentive Plan, as amended (the “Plan”).
 
In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectus, the Company’s Amended and Restated Certificate of Incorporation, as amended, and Bylaws, as amended, as currently in effect, the Plan, and such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
 
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
 
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
 
We consent to the filing of this opinion as an exhibit to the Registration Statement.
 
Sincerely,
 
Cooley LLP
 
By:   /s/ Matthew T. Browne                                                      
        Matthew T. Browne
 
Cooley LLP       4401 Eastgate Mall      San Diego, CA     92121
t: (858) 550-6000     f: (858) 550-6420     cooley.com
 
ex23-1
 
EXHIBIT 23.1
 
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
 
We consent to the incorporation by reference in this Registration Statement of ChromaDex Corporation on Form S-8 of our report dated March 10, 2020, with respect to our audits of the consolidated financial statements of ChromaDex Corporation as of December 31, 2019 and December 31, 2018 and for the years then ended, and our report dated March 10, 2020 (May 18, 2020 as to the effects of the material weakness described in Management’s Report on Internal Control over Financial Reporting (As Revised)) appearing in the Annual Report on Form 10-K/A of ChromaDex Corporation for the year ended December 31, 2019.
 
/s/ Marcum LLP
 
Marcum LLP
New York, NY
August 18, 2020