0001386570
false
0001386570
2021-02-20
2021-02-20
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): February 20,
2021
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
600, 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
February 20, 2021, ChromaDex Corporation (the “Company”) entered into a Securities Purchase
Agreement (the “Purchase
Agreement”) with the
certain purchaser named therein (the “Purchaser”), pursuant to which the Company
agreed to sell and issue an aggregate of $25.0 million of the
Company’s Common Stock, par value $0.001 per share
(“Common Stock”) at a purchase price of $6.50 per share
(the “Financing”). The Financing is expected to
close on February 23, 2021 and is subject to customary closing
conditions.
On
February 20, 2021, concurrent with the execution of the Purchase
Agreement, the Company entered into a Registration Rights Agreement
with the Purchaser (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 (as defined below), (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 Purchaser is unable to sell the Shares because
the Company has failed to satisfy the current public information
requirement of Rule 144 under the Securities Act of the 1933, as
amended (the “Securities Act”), the Company would be
required to pay liquidated damages to the Purchaser 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
shares of Common Stock that are issuable to the Purchaser upon the
closing of the Financing (the “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 4(a)(2)
thereof and Rule 506 of Regulation D thereunder. In connection with
the Purchaser’s execution
of the Purchase Agreement, the Purchaser represented to the Company
that it is an “accredited
investor” as defined in
Regulation D of the Securities Act and that the Shares to be
purchased by it will be acquired solely for its own account and for
investment purposes and not with a view to the future sale or
distribution.
The
foregoing descriptions of the Purchase Agreement and Registration
Rights Agreement are not complete and are each qualified in its
entirety by reference to the full text of the Purchase Agreement
and Registration Rights Agreement, copies of which are attached to
this Current Report on Form 8-K as Exhibit 99.1 and Exhibit 99.2,
respectively.
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 Quarterly Report on Form 10-Q
for the quarter ended September 30, 2020, 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 February 20, 2021, by and between the
Company and the Purchaser.
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Registration
Rights Agreement, dated February 20, 2021, by and among the Company
and the Purchaser.
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104
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Cover
Page Interactive Data File (embedded within the Inline XBRL
document).
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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:
February 22, 2021
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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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