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): April 12, 2016

CHROMADEX CORPORATION
 (Exact name of registrant as specified in its charter)

Delaware
000-53290
26-2940963
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

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)

Copies to:
Harvey Kesner, Esq.
61 Broadway, 32 nd   Floor
New York, New York 10006
Phone: (212) 930-9700

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))
 
 
 
 
 
ITEM 5.03
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
 
On April 11, 2016, ChromaDex Corporation (the “Company”) filed a certificate of amendment (the “Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 per share, on a one for three basis (the “Reverse Stock Split”). The Amendment takes effect on April 13, 2016 at 12:01 AM Eastern Daylight Time.

The Reverse Stock Split will be effective with the Financial Industry Regulatory Authority (“FINRA”) on April 13, 2016 and the Company’s common stock will trade under the ticker symbol "CDXCD" until the earlier of 20 trading days after the Reverse Stock Split has been effected or listing on The NASDAQ Capital Market, after which the trading symbol will revert to "CDXC".   The purpose of the reverse stock split is to enable the Company to satisfy the minimum stock price requirement of The NASDAQ Capital Market. After satisfying the requirement for a minimum closing price of $3.00 per share for five trading days, NASDAQ will further consider the Company’s listing application.

As a result of the Reverse Stock Split, every three shares of the Company’s pre-reverse split common stock will be combined and reclassified into one share of the Company’s common stock. No fractional shares of common stock will be issued. Stockholders who otherwise would be entitled to a fractional share shall receive the next higher number of whole shares. The par value and other terms of Company’s common stock were not affected by the Reverse Stock Split. The Company’s post-Reverse Stock Split common stock has a new CUSIP number of 171077407.
 
As previously disclosed in a Current Report on Form 8-K filed on June 5, 2015, on June 4, 2015 shareholders of the Company approved a reverse stock split of the Company’s issued and outstanding common stock by a ratio of not less than one for two and not more than one for six at any time prior to June 4, 2016, with such ratio to be determined by the Company’s Board of Directors, in its sole discretion. The Reverse Stock Split ratio of one for three was approved by the Company’s Board of Directors on March 7, 2016.

A copy of the Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated by reference herein.
 
ITEM 8.01
OTHER EVENTS
  
On April 12, 2016, the Company issued a press release announcing the Reverse Stock Split. The full text of the press release issued in connection with the announcement is being filed as Exhibit 99.1 to this Current Report on Form 8-K.
 
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
 
(d) Exhibits
 
The following exhibits are filed herewith:
 
Exhibit 3.1
Certificate of Amendment to the Certificate of Incorporation
 
Exhibit 99.1
Press Release dated April 12, 2016
 
 
 
 
 
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: April 12, 2016
 
 
CHROMADEX   CORPORATION
 
By:   /s/ Thomas C. Varvaro      
Name: Thomas C. Varvaro
Title: Chief Financial Officer
   
 
 
Exhibit 3.1
 
 
 
 
Exhibit 99.1

 

ChromaDex Announces Reverse Stock Split as Company Seeks to List its Common Stock on The NASDAQ Capital Market

IRVINE, Calif., Tuesday, April 12, 2016 – ChromaDex Corp. (OTCQX: CDXC ), an innovator of proprietary health, wellness, and nutritional ingredients, that creates science-based solutions for dietary supplement, food and beverage, skin care, sports nutrition, and pharmaceutical products, announced today  a reverse stock split of its shares of common stock at a ratio of 1-for-3. At the market open on Wednesday, April 13, 2016, ChromaDex common stock will begin trading on a split-adjusted basis. The Company's common stock will trade under the ticker symbol "CDXCD" until the earlier of 20 trading days after the reverse split has been effected or listing on The NASDAQ Capital Market, after which the trading symbol will revert to "CDXC."

The purpose of the reverse stock split is to enable the Company to satisfy the minimum stock price requirement of The NASDAQ Capital Market. After satisfying the requirement for a minimum closing price of $3.00 per share for five trading days, NASDAQ will further consider the Company’s listing application.

As a result of the reverse stock split, the Company's issued and outstanding shares of common stock will decrease to approximately 36,552,849 post-split shares (prior to effecting the rounding of fractional shares into whole shares as described below) from approximately 109,658,547 pre-split shares.

As a result of the reverse stock split, the total number of shares of common stock held by each stockholder will be converted automatically into the number of whole shares of common stock equal to the number of shares of common stock held by such stockholder immediately prior to the reverse stock split, divided by 3.  No fractional shares will be issued, and no cash or other consideration will be paid. Instead, any stockholder who otherwise would have received a fractional share as a result of the reverse stock split will receive one whole share of the post-split common stock.

Stockholders who hold their shares in electronic form at their brokerage firms need not take any action, as the shares held in brokerage accounts will be automatically adjusted to reflect the reverse stock split. Stockholders holding paper certificates may (but are not required to) send the certificates to the Company's transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the reverse stock split to each requesting stockholder who submits its paper certificate.

Equity Stock Transfer
237 W 37th St Suite 601
New York, NY 10018
 
 
About ChromaDex:

ChromaDex leverages its complementary business units to discover, acquire, develop and commercialize patented and proprietary ingredient technologies that address the dietary supplement, food, beverage, skin care and pharmaceutical markets. In addition to our ingredient technologies unit, we also have business units focused on natural product fine chemicals (known as "phytochemicals"), chemistry and analytical testing services, and product regulatory and safety consulting (known as Spherix Consulting). As a result of our relationships with leading universities and research institutions, we are able to discover and license early stage, IP-backed ingredient technologies. We then utilize our in-house chemistry, regulatory and safety consulting business units to develop commercially viable ingredients. Our ingredient portfolio is backed with clinical and scientific research, as well as extensive IP protection. Our portfolio of patented ingredient technologies includes NIAGEN ® nicotinamide riboside; pTeroPure ® pterostilbene; PURENERGY ® , a caffeine-pTeroPure ® co-crystal; ProC3G ® , a natural black rice containing cyanidin-3-glucoside; IMMULINA ™ , a spirulina extract; and Purple Corn derived from a proprietary non-GMO purple corn hybrid which contains an extraordinarily high level of anthocyanins. To learn more about ChromaDex, please visit www.ChromaDex.com.

 
 
 
 
Forward-Looking Statements:

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Statements that are not a description of historical facts constitute forward-looking statements and may often, but not always, be identified by the use of such words as “expects”, “anticipates”, “intends”, “estimates”, “plans”, “potential”, “possible”, “probable”, “believes”, “seeks”, “may”, “will”, “should”, “could” or the negative of such terms or other similar expressions. Actual results may differ materially from those set forth in this release due to the risks and uncertainties inherent in the Company’s business. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2016, the Company’s Quarter Reports on Form 10-Q and other filings submitted by the Company to the SEC, copies of which may be obtained from the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update this release to reflect events or circumstances after the date hereof.

Statements in this press release have not been evaluated by the Food and Drug Administration. Products or ingredients are not intended to diagnose, treat, cure or prevent any disease.


ChromaDex Company Contact:

Andrew Johnson
Director of Investor Relations
949-419-0288
andrewj@chromadex.com


ChromaDex Investor Contacts:

The Del Mar Consulting Group, Inc.
Robert B. Prag, President
858-794-9500
bprag@delmarconsulting.com
 

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