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): July 14, 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)

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 July 14, 2016, the Board of Directors of ChromaDex Corporation (the “Company”) adopted an amendment (the “Amendment”) to the Company’s Bylaws (the “Bylaws”), effective immediately, to add a new Article XI, Section 1 to the Bylaws.  The new provision provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the certificate of incorporation or the bylaws of the Company, or (d) any action asserting a claim governed by the internal affairs doctrine.
 
The foregoing summary of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits.
  
Exhibit
No.
 
Description
3.1
 
Amendment to Bylaws of ChromaDex Corporation
 
 
 
 

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: July 19, 2016
 
CHROMADEX CORPORATION
 
By:    /s/ Frank L. Jaksch Jr .
         Name: Frank L. Jaksch Jr.
         Title: Chief Executive Officer
 

 
 
 

INDEX TO EXHIBITS

Exhibit
No.
 
Description
3.1
 
Amendment to Bylaws of ChromaDex Corporation
Exhibit 3.1
 
Amendment to Amended and Restated Bylaws of ChromaDex Corporation
 
The Bylaws (the “ Bylaws ”) of ChromaDex Corporation, a Delaware corporation (the “ Company ”), are hereby amended as follows, effective upon the execution of this amendment by the Secretary or Assistant Secretary of the Company:
 
A new Article XI, Section 1 is hereby added to the Bylaws, which shall read in its entirety as follows:
 
ARTICLE XI
 
FORUM FOR ADJUDICATION OF DISPUTES
 
Section 1. Forum for Adjudication of Disputes .  Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the certificate of incorporation or the bylaws of the Corporation, or (d) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Article XI, Section 1.”
 
 
Dated: July 14, 2016
     
By:
 
/s/ Thomas C. Varvaro
           
Secretary