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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 18,
2017
CHROMADEX CORPORATION
(Exact name of registrant as specified in its
charter)
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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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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))
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
3.02
Unregistered
Sales of Equity Securities.
As
previously disclosed, on April 26, 2017, ChromaDex Corporation (the
“Company”) entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with Champion River Ventures
Limited (“Champion River”) and Pioneer Step Holdings
Limited (“Pioneer” and together with Champion River,
the “Purchasers”), pursuant to which the Company agreed
to sell and issue up to $25.0 million of the Company’s Common
Stock (the “Common Stock”) at a purchase price of $2.60
per share in three tranches of approximately $3.5 million, $16.4
million and $5.1 million, respectively.
On
August 18, 2017, the third tranche under the Purchase Agreement
(the “Third Tranche”) closed, pursuant to which the
Company issued 1,965,417 shares of Common Stock to the Purchasers
at a purchase price of $2.60 per share.
The
shares of Common Stock sold in the Third Tranche are not registered
under the Securities Act of the 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 securities being purchased by them are
being acquired solely for their own account and for investment
purposes and not with a view to the future sale or
distribution.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 18, 2017, the Company’s Board of Directors (the
“Board”) unanimously approved an increase in the
authorized size of the Board from seven members to nine members,
and Tony Lau and Wendy Yu were each appointed to the Board to fill
such new Board seats. Each of Mr. Lau’s and Ms. Yu’s
term of office expires at the Company’s 2018 Annual Meeting
of Stockholders or when their respective successor is duly elected
and qualified, or their earlier death, resignation or
removal.
Mr. Lau and Ms. Yu were appointed to the Board pursuant to the
rights granted to each of the Purchasers under the Purchase
Agreement, which required that the Board, following the second
tranche under the Purchase Agreement and the Company’s 2017
Annual Meeting of Stockholders, increase the number of authorized
directors so as to create two vacant seats on the Board, and fill
such vacancies with a nominee selected by each Purchaser.
Accordingly, Champion River nominated Mr. Lau and Pioneer nominated
Ms. Yu. Each Purchaser shall have the right to nominate one
individual for election to the Board in each election of the Board
for so long as such Purchaser beneficially owns at least 4.5% of
the total issued and outstanding shares of Common Stock as of any
particular date and holds at least 67% of the shares of Common
Stock purchased by such Purchaser pursuant to the Purchase
Agreement.
In
accordance with the Company’s Amended and Restated Non-Employee
Director Compensation Policy, Mr. Lau and Ms. Yu received an
initial grant consisting of a nonstatutory stock option to purchase
40,000 shares of Common Stock, which shares will vest in a series
of three equal annual installments. Mr. Lau and Ms. Yu will also be
entitled to receive a $30,000 annual cash retainer for service as
director and will be eligible to receive additional equity
compensation in the future. Mr. Lau and Ms. Yu also each entered
into the Company’s
standard form of indemnification agreement.
Mr. Lau currently serves as a Director of Horizons Ventures
Limited, an affiliate of Champion River, and as of August 18, 2017,
Champion River beneficially owned approximately 12.0% of the
outstanding shares of Common Stock. Ms. Yu currently serves as
Chief Digital Officer of Horizons Digital Group, an affiliate of
Pioneer, and as of August 18, 2017, Pioneer beneficially owned
approximately 8.0% of the outstanding shares of Common
Stock.
On August 21, 2017, the Company issued a press release announcing
the closing of the Third Tranche and the director appointments, a
copy of which is attached hereto as Exhibit 99.1.
Item 9.01
Financial
Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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Press
Release, dated August 21, 2017
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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 thereunto duly authorized.
Dated:
August 21, 2017
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CHROMADEX CORPORATION
By: /s/
Frank L. Jaksch, Jr.
Name: Frank
L. Jaksch, Jr.
Title: Chief
Executive Officer
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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Press
Release, dated August 21, 2017
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