SEC Connect
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): September 5,
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 2.01 Completion of Acquisition or Disposition of
Assets.
As previously
announced, on August 21, 2017, ChromaDex Corporation (“ChromaDex”),
ChromaDex, Inc., a wholly-owned subsidiary of ChromaDex, and
ChromaDex Analytics, Inc., a wholly-owned subsidiary of ChromaDex,
Inc. (collectively, the “Company”), entered into an
asset purchase agreement with Covance Laboratories Inc.
(“Covance”) pursuant to which the Company was to sell
to Covance operating assets that are used or held for use in
connection with the Company’s quality verification program
testing or seals and analytical chemistry and microbiology testing
business for food and food related products (the “Lab
Business Disposition”). On September 5, 2017,
the Company completed the Lab
Business Disposition.
Upon
closing of the Lab Business Disposition, Covance paid the Company
an amount equal to $7.5 million, subject to certain escrow
provisions. Further, under the asset purchase agreement, the
Company is eligible to receive an additional earnout payment from
Covance in an amount equal to up to $1.0 million, subject to
certain escrow provisions.
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial
information.
The unaudited pro forma
condensed consolidated statements of operations of the Company for
the years ended December 31, 2016, January 2, 2016 and January 3,
2015 and the six months ended July 1, 2017 and the unaudited pro forma condensed consolidated
balance sheet as of July 1, 2017, which give effect
to Lab Business
Disposition, are attached hereto as Exhibit 99.1
and are incorporated herein by reference.
(d) Exhibits.
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Exhibit Number
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Description
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Unaudited
pro forma condensed consolidated financial
information.
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Forward-Looking Statements
This
Current Report contains forward-looking statements, including
statements regarding a potential earnout payment and pro forma
financial information. These forward-looking statements are based
on management’s expectations and assumptions as of the date
of this Current Report, and actual results may differ materially
from those in these forward-looking statements as a result of
various factors. These factors include, but are not limited to,
risks regarding the occurrence of the requirements for the earnout
payment and pro forma financial information not being indicative of
the Company’s financial position. For a further description
of these and other risks facing the Company, please see the risk
factors described in ChromaDex’s filings with the Securities
and Exchange Commission, including those factors discussed under
the caption “Risk Factors” in those filings.
Forward-looking statements speak only as of the date of this
Current Report and the Company undertakes no obligation to update
or revise these statements, except as may be required by
law.
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:
September 6, 2017
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By:
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/s/
Thomas C. Varvaro
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Name:
Thomas C. Varvaro
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Chief
Financial Officer
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