Delaware
|
|
26-2940963
|
(State or other
jurisdiction of incorporation)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
10005 Muirlands Blvd. Suite G, Irvine,
California
|
|
92618
|
(Address of
Principal Executive Offices)
|
|
(Zip
Code)
|
Title
of each class
|
|
Name
of Each Exchange on Which Registered
|
Common Stock,
$0.001 par value
|
|
The NASDAQ Capital
Market
|
Item
|
|
|
|
PART I
|
|
|
|
|
|
1
|
|
2
|
||
17
|
||
32
|
||
32
|
||
32
|
||
33
|
||
|
|
|
|
PART II
|
|
|
|
|
34
|
||
36
|
||
39
|
||
51
|
||
52
|
||
85
|
||
85
|
||
88
|
||
|
|
|
|
PART III
|
|
|
|
|
90
|
||
90
|
||
90
|
||
90
|
||
90
|
||
|
|
|
|
PART IV
|
|
|
|
|
91
|
||
|
92
|
Fiscal
Years
|
Ingredients
Segment
|
Core
Standards and
Contract
Services Segment
|
Regulatory
Consulting
Segment
|
Total
|
2016
|
$16.8
million
|
$9.4
million
|
$0.6
million
|
$26.8
million
|
2015
|
$12.5
million
|
$8.4
million
|
$1.1
million
|
$22.0
million
|
2014
|
$6.8
million
|
$7.5
million
|
$1.0
million
|
$15.3
million
|
Patent Number
|
Title
|
Filing Date
|
Issued Date
|
Expires
|
Licensor
|
6,852,342
|
Compounds
for altering food intake in humans
|
3/26/2002
|
2/8/2005
|
2/12/2022
|
Co-owned
by Avoca, Inc. and ChromaDex
|
7,205,284
|
Potent
immunostimulants from microalgae
|
7/10/2001
|
4/17/2007
|
3/9/2022
|
Licensed
from University of Mississippi
|
7,776,326
|
Methods
and compositions for treating neuropathies
|
6/3/2005
|
8/17/2010
|
6/3/2025
|
Licensed
from Washington University
|
7,846,452
|
Potent
immunostimulatory extracts from microalgae
|
7/28/2005
|
10/7/2010
|
7/28/2025
|
Licensed
from University of Mississippi
|
8,106,184
|
Nicotinyl
Riboside Compositions and Methods of Use
|
11/17/2006
|
1/31/2012
|
11/17/2026
|
Licensed
from Cornell University
|
8,114,626
|
Yeast
strain and method for using the same to produce Nicotinamide
Riboside
|
3/26/2009
|
2/14/2012
|
3/26/2029
|
Licensed
from Dartmouth College
|
8,133,917
|
Pterostilbene
as an agonist for the peroxisome proliferator-activated receptor
alpha isoform
|
10/25/2010
|
3/13/2012
|
10/25/2030
|
Licensed
from the University of Mississippi and U.S. Department of
Agriculture
|
8,197,807
|
Nicotinamide
Riboside Kinase compositions and Methods for using the
same
|
11/20/2007
|
6/12/2012
|
11/20/2027
|
Licensed
from Dartmouth College
|
8,227,510
|
Combine
use of pterostilbene and quercetin for the production of cancer
treatment medicaments
|
7/19/2005
|
7/24/2012
|
7/19/2025
|
Licensed
from Green Molecular S.L.
|
8,252,845
|
Pterostilbene
as an agonist for the peroxisome proliferator-activated receptor
alpha isoform
|
2/1/2012
|
8/28/2012
|
2/1/2032
|
Licensed
from the University of Mississippi and U.S. Department of
Agriculture
|
8,318,807
|
Pterostilbene
Caffeine Co-Crystal Forms
|
7/30/2010
|
11/27/2012
|
7/30/2030
|
Licensed
from Laurus Labs Private Limited
|
8,383,086
|
Nicotinamide
Riboside Kinase compositions and Methods for using the
same
|
4/12/2012
|
2/26/2013
|
4/12/2032
|
Licensed
from Dartmouth College
|
8,524,782
|
Key
intermediate for the preparation of Stilbenes, solid forms of
Pterostilbene, and methods for making the same
|
6/1/2009
|
9/3/2013
|
6/1/2029
|
Licensed
from Laurus Labs Private Limited
|
8,809,400
|
Method
to Ameliorate Oxidative Stress and Improve Working Memory Via
Pterostilbene Administration
|
6/10/2008
|
8/19/2014
|
6/10/2028
|
Licensed
from the University of Mississippi and U.S. Department of
Agriculture
|
8,841,350
|
Method
for treating non-melanoma skin cancer by inducing
UDP-Glucuronosyltransferase activity using
pterostilbene
|
5/8/2012
|
9/22/2014
|
5/8/2032
|
Co-owned
by ChromaDex and University of California
|
8,945,653
|
Extracted
whole kernels and improved processed and processable corn produced
thereby
|
5/23/2011
|
2/3/2015
|
5/23/2031
|
Licensed
from Suntava, LLC
|
9,028,887
|
Method
improve spatial memory via pterostilbene
administration
|
5/22/2014
|
5/12/2015
|
5/22/2034
|
Licensed
from the University of Mississippi and U.S. Department of
Agriculture
|
9,439,875
|
Anxiolytic
effect of pterostilbene
|
5/11/2011
|
9/13/2016
|
5/11/2031
|
Licensed
from the University of Mississippi and U.S. Department of
Agriculture
|
Business
Segment
|
Property
Used
|
Ingredients
|
All
properties
|
Core
Standards and Contract Services
|
Irvine,
CA, Boulder, CO and Longmont, CO
|
Regulatory
Consulting
|
Primarily
Rockville, MD
|
Fiscal Year Ending
December 31, 2016
|
||
Quarter
Ended
|
High
|
Low
|
December 31,
2016
|
$
3.31
|
$
2.31
|
October 1,
2016
|
$
4.39
|
$
2.88
|
July 2,
2016
|
$
5.76
|
$
2.84
|
April 2,
2016
|
$
4.77
|
$
3.60
|
Fiscal Year Ending
January 2, 2016
|
||
Quarter
Ended
|
High
|
Low
|
January 2,
2016
|
$
4.56
|
$
3.36
|
October 3,
2015
|
$
4.26
|
$
3.06
|
July 4,
2015
|
$
4.44
|
$
3.39
|
April 4,
2015
|
$
4.62
|
$
2.55
|
|
Years
Ended
|
||||
|
2016
|
2015
|
2014
|
2013
|
2012
|
Consolidated
Statement of Operations Data
|
|
|
|
|
|
Sales,
net
|
$
26,811,086
|
$
22,014,140
|
$
15,313,179
|
$
10,160,964
|
$
11,610,494
|
Cost of
sales
|
14,889,954
|
13,533,132
|
9,987,514
|
7,027,828
|
9,335,057
|
|
|
|
|
|
|
Gross
profit
|
11,921,132
|
8,481,008
|
5,325,665
|
3,133,136
|
2,275,437
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
Sales and
marketing
|
2,250,589
|
2,326,788
|
2,136,584
|
2,357,605
|
5,520,141
|
Research and
development
|
2,522,768
|
891,601
|
513,671
|
134,040
|
141,573
|
General and
administrative
|
9,393,209
|
7,416,451
|
7,860,930
|
4,982,976
|
8,250,157
|
Loss from
investment in affiliate
|
-
|
-
|
45,829
|
44,961
|
-
|
Operating
expenses
|
14,166,566
|
10,634,840
|
10,557,014
|
7,519,582
|
13,911,871
|
|
|
|
|
|
|
Operating
loss
|
(2,245,434
)
|
(2,153,832
)
|
(5,231,349
)
|
(4,386,446
)
|
(11,636,434
)
|
|
|
|
|
|
|
Nonoperating income
(expenses):
|
|
|
|
|
|
Interest
income
|
2,247
|
3,325
|
2,013
|
1,251
|
3,014
|
Interest
expense
|
(371,899
)
|
(616,033
)
|
(158,849
)
|
(34,330
)
|
(29,006
)
|
Loss on debt
extinguishment
|
(313,099
)
|
-
|
-
|
-
|
-
|
Nonoperating
expenses
|
(682,751
)
|
(612,708
)
|
(156,836
)
|
(33,079
)
|
(25,992
)
|
|
|
|
|
|
|
Loss before income
taxes
|
(2,928,185
)
|
(2,766,540
)
|
(5,388,185
)
|
(4,419,525
)
|
(11,662,426
)
|
Provision for
income taxes
|
-
|
(4,527
)
|
-
|
-
|
-
|
|
|
|
|
|
|
Net
loss
|
$
(2,928,185
)
|
$
(2,771,067
)
|
$
(5,388,185
)
|
$
(4,419,525
)
|
$
(11,662,426
)
|
|
|
|
|
|
|
Basic and Diluted
loss per common share
|
$
(0.08
)
|
$
(0.08
)
|
$
(0.15
)
|
$
(0.13
)
|
$
(0.39
)
|
Basic and Diluted
weighted average
|
|
|
|
|
|
common
shares outstanding
|
37,294,321
|
35,877,341
|
35,486,460
|
33,329,148
|
30,089,601
|
|
Twelve months
ending
|
||
|
December
31, 2016
|
January 2,
2016
|
Change
|
|
|
|
|
General
and administrative
|
$
9,393,000
|
$
7,416,000
|
27
%
|
|
|
|
|
|
Twelve months
ending
|
||
|
December
31, 2016
|
January 2,
2016
|
Change
|
|
|
|
|
Interest
expense
|
$
372,000
|
$
616,000
|
-40
%
|
|
|
|
|
|
Twelve months
ending
|
||
|
January
2, 2016
|
January 3,
2015
|
Change
|
Research
and development expenses:
|
|
|
|
Ingredients
|
$
892,000
|
$
514,000
|
74
%
|
|
|
|
|
|
Twelve months
ending
|
||
|
January
2, 2016
|
January 3,
2015
|
Change
|
|
|
|
|
General
and administrative
|
$
7,416,000
|
$
7,861,000
|
-6
%
|
|
|
|
|
|
Twelve months
ending
|
||
|
January
2, 2016
|
January 3,
2015
|
Change
|
|
|
|
|
Interest
expense
|
$
616,000
|
$
159,000
|
287
%
|
|
|
|
|
|
Payments due by period
|
|||||
|
Total
|
2017
|
2018
|
2019
|
2020
|
2021
|
|
|
|
|
|
|
|
Capital
leases
|
670,000
|
297,000
|
248,000
|
89,000
|
36,000
|
-
|
Operating
leases
|
2,949,000
|
682,000
|
682,000
|
644,000
|
479,000
|
462,000
|
Purchase
obligations
|
3,524,000
|
3,096,000
|
428,000
|
-
|
-
|
-
|
Total
|
$
7,143,000
|
$
4,075,000
|
$
1,358,000
|
$
733,000
|
$
515,000
|
$
462,000
|
|
Page
|
Report
of Independent Registered Public Accounting Firm
|
53
|
Consolidated
Balance Sheets at December 31, 2016 and January 2,
2016
|
54
|
Consolidated
Statements of Operations for the Years Ended December 31, 2016,
January 2, 2016 and January 3, 2015
|
55
|
Consolidated
Statements of Stockholders’ Equity for the Years Ended
December 31, 2016, January 2, 2016 and January 3, 2015
|
56
|
Consolidated
Statements of Cash Flows for the Years Ended December 31, 2016,
January 2, 2016 and January 3, 2015
|
57
|
Notes
to Consolidated Financial Statements
|
58
|
|
2016
|
2015
|
Allowances Related
to
|
|
|
Customer
C
|
$
800,000
|
$
-
|
Customer
E
|
198,000
|
-
|
Customer
A
|
-
|
329,000
|
Other
Allowances
|
83,000
|
38,000
|
|
$
1,081,000
|
$
367,000
|
|
2016
|
2015
|
Bulk
ingredients
|
$
7,044,000
|
$
7,196,000
|
Reference
standards
|
1,033,000
|
1,239,000
|
|
8,077,000
|
8,435,000
|
Less valuation
allowance
|
164,000
|
261,000
|
|
$
7,913,000
|
$
8,174,000
|
|
Years
Ended
|
||
|
2016
|
2015
|
2014
|
|
|
|
|
Net
loss
|
$
(2,928,185
)
|
$
(2,771,067
)
|
$
(5,388,185
)
|
|
|
|
|
Basic and diluted
loss per common share
|
$
(0.08
)
|
$
(0.08
)
|
$
(0.15
)
|
|
|
|
|
Weighted average
common shares outstanding (1):
|
37,294,321
|
35,877,341
|
35,486,460
|
|
|
|
|
Potentially
dilutive securities (2):
|
|
|
|
Stock
options
|
5,210,334
|
5,244,918
|
4,658,017
|
Warrants
|
470,444
|
423,007
|
156,340
|
Convertible
debt
|
-
|
257,798
|
257,798
|
|
2016
|
2015
|
Remaining
Weighted
Average
Amortization
Period
as
of
December
31, 2016
|
|
|
|
|
License agreements
and other
|
$
1,469,000
|
$
1,249,000
|
5.4 years
|
Less accumulated
depreciation
|
983,000
|
895,000
|
|
|
$
486,000
|
$
354,000
|
|
Years ending
December:
|
|
2017
|
$
94,000
|
2018
|
94,000
|
2019
|
94,000
|
2020
|
89,000
|
2021
|
70,000
|
Thereafter
|
45,000
|
|
$
486,000
|
|
|
|
2016
|
2015
|
Useful
Life
|
|
|
|
|
Laboratory
equipment
|
$
3,851,000
|
$
3,739,000
|
10
years
|
Leasehold
improvements
|
1,721,000
|
513,000
|
Lesser of lease
term or estimated useful life
|
Computer
equipment
|
441,000
|
404,000
|
3 to 5
years
|
Furniture and
fixtures
|
42,000
|
17,000
|
7
years
|
Office
equipment
|
28,000
|
22,000
|
10
years
|
Construction in
progress
|
170,000
|
4,000
|
|
|
6,253,000
|
4,699,000
|
|
Less accumulated
depreciation
|
3,142,000
|
2,910,000
|
|
|
$
3,111,000
|
$
1,789,000
|
|
Year ending
December:
|
|
2017
|
$
297,000
|
2018
|
249,000
|
2019
|
89,000
|
2020
|
35,000
|
Total minimum lease
payments
|
670,000
|
Less amount
representing interest at a rate of approximately 8.9% per
year
|
71,000
|
Present value of
net minimum lease payments
|
599,000
|
Less current
portion
|
255,000
|
Long-term
obligations under capital leases
|
$
344,000
|
|
|
Payoff Amount
|
|
|
|
Principal
|
$
4,554,659
|
Accrued
interest
|
15,790
|
End
of term charge
|
187,500
|
Prepayment
fee
|
91,093
|
Other
fees
|
2,500
|
|
|
Total
|
$
4,851,542
|
Net Carrying Amount
|
Payoff Amount (Excluding
Interest)
|
|||
|
|
|
|
|
Principal
|
$
4,554,659
|
|
Principal
|
$
4,554,659
|
Accrued
end of term charge
|
103,909
|
|
End
of term charge
|
187,500
|
Deferred
financing cost
|
(45,606
)
|
|
Prepayment
fee
|
91,093
|
Warrant
discount
|
(90,309
)
|
|
Other
fees
|
2,500
|
|
|
|
|
|
Total
|
$
4,522,653
|
|
Total
|
$
4,835,752
|
|
(A)
|
|
|
(B)
|
|
|
|
|
|
Loss
on debt extinguishment
|
$
(313,099
)
|
|
|
|
|
(A) - (B)
|
|
|
|
|
September 29,
2014
|
Fair value of
common stock
|
$
3.24
|
Volatility
|
72.40
%
|
Expected
dividends
|
0.00
%
|
Contractual
term
|
5.0 years
|
Risk-free
rate
|
1.76
%
|
|
2016
|
2015
|
2014
|
Current
|
|
|
|
Federal
|
$
-
|
$
-
|
$
-
|
State
|
-
|
4,527
|
-
|
Deferred (net of
valuation allowance)
|
|
|
|
Federal
|
-
|
-
|
-
|
State
|
-
|
-
|
-
|
Income tax
provision
|
$
-
|
$
4,527
|
$
-
|
|
|
|
|
|
2016
|
2015
|
2014
|
|
|
|
|
Federal income tax
expense at statutory rate
|
(34.0
)%
|
(34.0
)%
|
(34.0
)%
|
State income tax,
net of federal benefit
|
(5.3
)%
|
(5.1
)%
|
(5.3
)%
|
Permanent
differences
|
8.4
%
|
5.7
%
|
2.7
%
|
Change in tax
rates
|
(0.3
)%
|
0.7
%
|
(6.1
)%
|
Expirations of
state net operating losses
|
1.8
%
|
17.4
%
|
0.0
%
|
Change in stock
options and restricted stock
|
11.8
%
|
0.0
%
|
0.0
%
|
Change in valuation
allowance
|
16.4
%
|
13.7
%
|
42.8
%
|
Other
|
1.2
%
|
1.8
%
|
(0.1
)%
|
Effective tax
rate
|
0.0
%
|
0.2
%
|
0.0
%
|
|
|
|
|
|
2016
|
2015
|
Deferred tax
assets:
|
|
|
Net operating loss
carryforward
|
$
11,023,000
|
$
10,860,000
|
Capital loss
carryforward
|
811,000
|
808,000
|
Stock options and
restricted stock
|
2,694,000
|
3,048,000
|
Inventory
reserve
|
195,000
|
249,000
|
Allowance for
doubtful accounts
|
425,000
|
144,000
|
Accrued
expenses
|
487,000
|
277,000
|
Deferred
revenue
|
13,000
|
-
|
Intangibles
|
29,000
|
23,000
|
Deferred
rent
|
252,000
|
54,000
|
|
15,929,000
|
15,463,000
|
Less valuation
allowance
|
(15,530,000
)
|
(15,050,000
)
|
|
399,000
|
413,000
|
|
|
|
Deferred tax
liabilities:
|
|
|
Leasehold
improvements and equipment
|
(282,000
)
|
(284,000
)
|
Prepaid
expenses
|
(117,000
)
|
(129,000
)
|
|
(399,000
)
|
(413,000
)
|
|
|
|
|
$
-
|
$
-
|
Year Ended
December
|
2016
|
2015
|
2014
|
Expected
term
|
6
years
|
6
years
|
6
years
|
Expected
Volatility
|
73.2
%
|
75.8
%
|
74.6
%
|
Expected
dividends
|
0.0
%
|
0.0
%
|
0.0
%
|
Risk-free
rate
|
1.4
%
|
1.7
%
|
1.9
%
|
|
|
Weighted
Average
|
|
|
Award-Date
|
|
Shares
|
Fair
Value
|
Unvested shares at
December 28, 2013
|
166,668
|
$
2.07
|
Granted
|
363,339
|
4.23
|
Vested
|
-
|
-
|
Forfeited
|
-
|
-
|
Unvested shares at
January 3, 2015
|
530,007
|
$
3.54
|
Granted
|
-
|
-
|
Vested
|
(173,336
)
|
4.23
|
Forfeited
|
-
|
-
|
Unvested shares at
January 2, 2016
|
356,671
|
$
3.21
|
Granted
|
-
|
-
|
Vested
|
(6,668
)
|
4.23
|
Forfeited
|
-
|
-
|
Unvested shares at
December 31, 2016
|
350,003
|
$
3.20
|
|
|
|
Expected to Vest as
of December 31, 2016
|
350,003
|
$
3.20
|
|
|
Weighted
Average
|
|
|
|
|
|
Remaining
|
Aggregate
|
|
Number
of
|
Exercise
|
Contractual
|
Intrinsic
|
|
Shares
|
Price
|
Term
|
Value
|
Outstanding at
December 28, 2013
|
282,440
|
$
4.32
|
5.74
|
|
Options
Granted
|
30,001
|
3.72
|
10.00
|
|
Options
Classification from Employee
to
Non-Employee
|
37,717
|
2.28
|
8.68
|
|
Options
Exercised
|
-
|
-
|
|
|
Options
Forfeited
|
-
|
-
|
|
|
Outstanding at
January 3, 2015
|
350,158
|
$
4.05
|
5.46
|
|
Options
Granted
|
-
|
-
|
|
|
Options
Classification from Employee
to
Non-Employee
|
514,024
|
2.79
|
7.78
|
|
Options
Exercised
|
-
|
-
|
|
|
Options
Forfeited
|
-
|
-
|
|
|
Outstanding at
January 2, 2016
|
864,182
|
$
3.31
|
6.04
|
|
Options
Granted
|
40,000
|
2.85
|
10.00
|
|
Options
Exercised
|
(41,667
)
|
1.92
|
|
$
98,000
|
Options
Forfeited
|
-
|
-
|
|
|
Outstanding at
December 31, 2016
|
862,515
|
$
3.35
|
5.23
|
$
353,000
|
|
|
|
|
|
Exercisable at
December 31, 2016
|
825,848
|
$
3.37
|
5.03
|
$
336,000
|
Year Ended
December
|
2016
|
2015
|
2014
|
Expected
Term
|
5 years
|
N/A
|
5 years
|
Expected
Volatility
|
72.5
%
|
N/A
|
83.1
%
|
Expected
dividends
|
0.0
%
|
N/A
|
0.0
%
|
Risk-free
rate
|
2.0
%
|
N/A
|
1.6
%
|
|
|
Weighted
Average
|
|
Shares
|
Fair
Value
|
Unvested shares at
December 28, 2013
|
-
|
$
-
|
Granted
|
32,000
|
3.90
|
Vested
|
(6,667
)
|
3.51
|
Forfeited
|
-
|
-
|
Unvested shares at
January 3, 2015
|
25,333
|
$
2.70
|
Granted
|
46,668
|
2.58
|
Vested
|
(54,668
)
|
3.63
|
Forfeited
|
-
|
-
|
Unvested shares at
January 2, 2016
|
17,333
|
$
3.66
|
Granted
|
-
|
-
|
Vested
|
(7,333
)
|
3.79
|
Forfeited
|
-
|
-
|
Unvested shares
expected to vest at December 31, 2016
|
10,000
|
$
3.31
|
|
March 11,
2016
|
Fair value of
common stock
|
$
4.41
|
Contractual
term
|
3.0 years
|
Volatility
|
60
%
|
Risk-free
rate
|
1.16
%
|
Expected
dividends
|
0
%
|
|
November 9,
2015
|
Fair value of
common stock
|
$
4.41
|
Contractual
term
|
3.0 years
|
Volatility
|
62
%
|
Risk-free
rate
|
1.27
%
|
Expected
dividends
|
0
%
|
|
|
Weighted
Average
|
|
|
|
|
|
Remaining
|
Aggregate
|
|
Number
of
|
Exercise
|
Contractual
|
Intrinsic
|
|
Shares
|
Price
|
Term
|
Value
|
Outstanding at
December 28, 2013
|
-
|
$
-
|
-
|
-
|
|
|
|
|
|
Warrants
Issued
|
156,341
|
3.21
|
4.68
|
|
Warrants
Exercised
|
-
|
-
|
|
|
Warrants
Expired
|
-
|
-
|
|
|
Outstanding and
exercisable at January 3, 2015
|
156,341
|
3.21
|
4.43
|
|
Warrants
Issued
|
266,667
|
4.50
|
|
|
Warrants
Exercised
|
-
|
-
|
|
|
Warrants
Expired
|
-
|
-
|
|
|
Outstanding and
exercisable at January 2, 2016
|
423,008
|
4.02
|
3.07
|
|
Warrants
Issued
|
64,103
|
4.80
|
|
|
Warrants
Exercised
|
-
|
-
|
|
|
Warrants
Expired
|
(16,667
)
|
3.30
|
|
|
Outstanding and
exercisable at December 31, 2016
|
470,444
|
$
4.15
|
2.17
|
$
17,000
|
|
2016
|
2015
|
2014
|
Fair value of
common stock
|
$
4.41
|
$
4.41
|
$
3.20
|
Contractual
term
|
3.0 years
|
3.0 years
|
4.7 years
|
Volatility
|
60
%
|
62
%
|
72
%
|
Risk-free
rate
|
1.16
%
|
1.27
%
|
1.62
%
|
Expected
dividends
|
0
%
|
0
%
|
0
%
|
Fiscal years
ending:
|
|
2017
|
$
682,000
|
2018
|
682,000
|
2019
|
644,000
|
2020
|
479,000
|
2021
|
462,000
|
Thereafter
|
737,000
|
|
$
3,686,000
|
|
|
At December 31,
2016
|
|
Core
Standards
|
Scientific
and
|
|
|
|
Ingredients
|
and Contract
Services
|
Regulatory
Consulting
|
|
|
|
segment
|
segment
|
segment
|
Other
|
Total
|
|
|
|
|
|
|
Total
assets
|
$
13,257,289
|
$
3,806,248
|
$
112,192
|
$
2,576,339
|
$
19,752,068
|
At January 2,
2016
|
|
Core
Standards
|
Scientific
and
|
|
|
|
Ingredients
|
and Contract
Services
|
Regulatory
Consulting
|
|
|
|
segment
|
segment
|
segment
|
Other
|
Total
|
|
|
|
|
|
|
Total
assets
|
$
9,105,502
|
$
3,306,624
|
$
111,765
|
$
6,225,318
|
$
18,749,209
|
|
Percentage of the Company's
Total Accounts Payable
|
|
Major
Vendors
|
At December 31, 2016
|
At January 2, 2016
|
|
|
|
Vendor
A (Ingredients segment)
|
39.5
%
|
78.7
%
|
Vendor
B (Ingredients segment)
|
20.8
%
|
*
|
|
|
|
*
Represents less than 10%.
|
|
|
|
Three Months
Ended
|
|||
|
April 2,
2016
|
July
2, 2016
|
October 1,
2016
|
December 31,
2016
|
|
|
|
|
|
Sales,
net
|
$
7,331,945
|
$
8,829,579
|
$
5,007,450
|
$
5,642,112
|
Cost of
sales
|
3,880,526
|
4,702,132
|
2,964,980
|
3,342,316
|
|
|
|
|
|
Gross
profit
|
3,451,419
|
4,127,447
|
2,042,470
|
2,299,796
|
|
|
|
|
|
Operating
expenses
|
2,997,353
|
3,756,316
|
2,989,186
|
4,423,711
|
|
|
|
|
|
Operating
income (loss)
|
454,066
|
371,131
|
(946,716
)
|
(2,123,915
)
|
|
|
|
|
|
Nonoperating
expenses
|
(187,701
)
|
(457,885
)
|
(10,827
)
|
(26,338
)
|
Provision for
income taxes
|
(10,740
)
|
4,087
|
3,153
|
3,500
|
|
|
|
|
|
Net
income (loss)
|
$
255,625
|
$
(82,667
)
|
$
(954,390
)
|
$
(2,146,753
)
|
|
|
|
|
|
Basic earnings
(loss) per common share
|
$
0.01
|
$
(0.00
)
|
$
(0.03
)
|
$
(0.06
)
|
|
|
|
|
|
Diluted earnings
(loss) per common share
|
$
0.01
|
$
(0.00
)
|
$
(0.03
)
|
$
(0.06
)
|
|
|
|
|
|
Basic weighted
average common shares outstanding
|
36,414,041
|
36,990,032
|
37,868,672
|
37,904,534
|
|
|
|
|
|
Diluted weighted
average common shares outstanding
|
37,472,579
|
36,990,032
|
37,868,672
|
37,904,534
|
|
|
|
|
|
|
Three Months
Ended
|
|||
|
April 4,
2015
|
July
4, 2015
|
October 3,
2015
|
January 2,
2016
|
|
|
|
|
|
Sales,
net
|
$
5,260,971
|
$
6,101,380
|
$
6,287,309
|
$
4,364,480
|
Cost of
sales
|
3,333,347
|
3,630,688
|
3,805,679
|
2,763,418
|
|
|
|
|
|
Gross
profit
|
1,927,624
|
2,470,692
|
2,481,630
|
1,601,062
|
|
|
|
|
|
Operating
expenses
|
2,833,708
|
2,654,752
|
2,304,500
|
2,841,880
|
|
|
|
|
|
Operating
income (loss)
|
(906,084
)
|
(184,060
)
|
177,130
|
(1,240,818
)
|
|
|
|
|
|
Nonoperating
expenses
|
(119,431
)
|
(131,132
)
|
(180,846
)
|
(181,299
)
|
Provision for
income taxes
|
-
|
-
|
-
|
(4,527
)
|
|
|
|
|
|
Net
loss
|
$
(1,025,515
)
|
$
(315,192
)
|
$
(3,716
)
|
$
(1,426,644
)
|
|
|
|
|
|
Basic and Diluted
loss per common share
|
$
(0.03
)
|
$
(0.01
)
|
$
(0.00
)
|
$
(0.04
)
|
|
|
|
|
|
Basic and Diluted
weighted average
|
|
|
|
|
common
shares outstanding
|
35,732,866
|
35,803,298
|
35,814,305
|
36,158,895
|
|
|
|
|
|
|
Three Months
Ended
|
|||
|
March 29,
2014
|
June
28, 2014
|
September 27,
2014
|
January 3,
2015
|
|
|
|
|
|
Sales,
net
|
$
3,074,138
|
$
3,856,154
|
$
4,139,710
|
$
4,243,177
|
Cost of
sales
|
2,089,130
|
2,457,388
|
2,616,764
|
2,824,232
|
|
|
|
|
|
Gross
profit
|
985,008
|
1,398,766
|
1,522,946
|
1,418,945
|
|
|
|
|
|
Operating
expenses
|
2,823,773
|
3,040,194
|
2,170,380
|
2,522,667
|
|
|
|
|
|
Operating
loss
|
(1,838,765
)
|
(1,641,428
)
|
(647,434
)
|
(1,103,722
)
|
|
|
|
|
|
Nonoperating
expenses
|
(9,251
)
|
(11,714
)
|
(12,219
)
|
(123,652
)
|
|
|
|
|
|
Net
loss
|
$
(1,848,016
)
|
$
(1,653,142
)
|
$
(659,653
)
|
$
(1,227,374
)
|
|
|
|
|
|
Basic and Diluted
loss per common share
|
$
(0.05
)
|
$
(0.05
)
|
$
(0.02
)
|
$
(0.03
)
|
|
|
|
|
|
Basic and Diluted
weighted average
|
|
|
|
|
common
shares outstanding
|
35,358,787
|
35,395,195
|
35,536,800
|
35,643,016
|
Name
|
2016
Cash Bonus
|
Frank L. Jaksch,
Jr.
|
$
122,562
|
Thomas
Varvaro
|
$
79,500
|
Troy
Rhonemus
|
$
46,706
|
|
|
|
|
|
CHROMADEX
CORPORATION
|
|
|
|
By:
|
/s/
FRANK L. JAKSCH JR.
|
|
|
Frank
L. Jaksch Jr.
|
|
|
|
Chief Executive Officer
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
FRANK L. JAKSCH JR.
|
|
Chief
Executive Officer and Director
|
|
March
16, 2017
|
Frank
L. Jaksch Jr.
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/
THOMAS C. VARVARO
|
|
Chief
Financial Officer and Secretary
|
|
March
16, 2017
|
Thomas
C. Varvaro
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ ROBERT
FRIED
|
|
President, Chief
Strategy Officer and Director
|
|
March 16,
2017
|
Robert
Fried
|
|
|
|
|
|
|
|
|
|
/s/
STEPHEN ALLEN
|
|
Chairman
of the Board and Director
|
|
March
16, 2017
|
Stephen
Allen
|
|
|
|
|
|
|
|
|
|
/s/
STEPHEN BLOCK
|
|
Director
|
|
March
16, 2017
|
Stephen
Block
|
|
|
|
|
|
|
|
|
|
/s/
JEFF BAXTER
|
|
Director
|
|
March
16, 2017
|
Jeff
Baxter
|
|
|
|
|
|
|
|
|
|
/s/
KURT GUSTAFSON
|
|
Director
|
|
March
16, 2017
|
Kurt
Gustafson
|
|
|
|
|
Exhibit
No.
|
|
Description
|
2.1
|
|
Agreement
and Plan of Merger, dated as of May 21, 2008, among Cody, CDI
Acquisition, Inc. and ChromaDex, Inc. as amended on June 10, 2008
(incorporated by reference from, and filed as Exhibit 2.1 to the
Company’s Current Report on Form 8-K filed with the
Commission on June 24, 2008)
|
3.1
|
|
Amended
and Restated Certificate of Incorporation of ChromaDex Corporation,
a Delaware corporation
❖
|
3.2
|
|
Certificate
of Amendment to the Certificate of Incorporation of ChromaDex
Corporation, a Delaware corporation (incorporated by reference
from, and filed as Exhibit 3.1 to the Company’s Current
Report on Form 8-K filed with the Commission on April 12,
2016)
|
3.3
|
|
Bylaws
of ChromaDex Corporation, a Delaware corporation (incorporated by
reference from, and filed as Exhibit 3.2 to the Company’s
Current Report on Form 8-K filed with the Commission on June 24,
2008)
|
3.4
|
|
Amendment
to Bylaws of ChromaDex Corporation, a Delaware corporation
(incorporated by reference from, and filed as Exhibit 3.1 to the
Company’s Current Report on Form 8-K filed with the
Commission on July 19, 2016)
|
4.1
|
|
Form of
Stock Certificate representing shares of ChromaDex Corporation
Common Stock (incorporated by reference from, and filed as Exhibit
4.1 of the Company’s Annual Report on Form 10-K filed with
the Commission on April 3, 2009)
|
4.2
|
|
Investor’s
Rights Agreement, effective as of December 31, 2005, by and between
The University of Mississippi Research Foundation and ChromaDex
(incorporated by reference from, and filed as Exhibit 4.1 to the
Company’s Current Report on Form 8-K filed with the
Commission on June 24, 2008)
|
4.3
|
|
Tag-Along
Agreement effective as of December 31, 2005, by and among the
Company, Frank Louis Jaksch, Snr. & Maria Jaksch, Trustees of
the Jaksch Family Trust, Margery Germain, Lauren Germain, Emily
Germain, Lucie Germain, Frank Louis Jaksch, Jr., and the University
of Mississippi Research Foundation (incorporated by reference from,
and filed as Exhibit 4.2 to the Company’s Current Report on
Form 8-K filed with the Commission on June 24, 2008)
|
4.4
|
|
Form of
Stock Certificate representing shares of ChromaDex Corporation
Common Stock (New design effective as of January 1, 2016,
incorporated as by reference from and filed as Exhibit 4.4 to the
Company’s Annual Report on Form 10-K filed with the
Commission on March 17, 2016)
|
10.1
|
|
ChromaDex,
Inc. 2000 Non-Qualified Incentive Stock Option Plan effective
October 1, 2000 (incorporated by reference from, and filed as
Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed with the Commission on June 24, 2008)(1)+
|
10.2
|
|
Second
Amended and Restated 2007 Equity Incentive Plan effective March 13,
2007, as amended May 20, 2010 (incorporated by reference from, and
filed as Appendix B to the Company’s Current Definitive Proxy
Statement on Schedule 14A filed with the Commission on May 4,
2010)(1)+
|
10.3
|
|
Form of
Stock Option Agreement under the ChromaDex, Inc. Second Amended and
Restated 2007 Equity Incentive Plan (incorporated by reference
from, and filed as Exhibit 10.3 to the Company’s Current
Report on Form 8-K filed with the Commission on June 24,
2008)(1)+
|
10.4
|
|
Form of
Restricted Stock Purchase Agreement under the ChromaDex, Inc. 2007
Equity Incentive Plan (incorporated by reference from, and filed as
Exhibit 10.4 to the Company’s Current Report on Form 8-K
filed with the Commission on June 24, 2008)(1)+
|
10.5
|
|
Amended
and Restated Employment Agreement dated April 19, 2010, by and
between Frank L. Jaksch, Jr. and ChromaDex, Inc. (incorporated by
reference from, and filed as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the Commission on April 22,
2010)(1)+
|
10.6
|
|
Amended
and Restated Employment Agreement dated April 19, 2010, by and
between Thomas C. Varvaro and ChromaDex, Inc. (incorporated by
reference from, and filed as Exhibit 10.2 to the Company’s
Current Report on Form 8-K filed with the Commission on April 22,
2010)(1)+
|
10.7
|
|
Standard
Industrial/Commercial Multi-Tenant Lease – Net dated December
19, 2006, by and between ChromaDex, Inc. and SCIF Portfolio II, LLC
(incorporated by reference from, and filed as Exhibit 10.7 to the
Company’s Current Report on Form 8-K filed with the
Commission on June 24, 2008)
|
10.8
|
|
First
Amendment to Standard Industrial/Commercial Multi-Tenant Lease,
made as of July 18, 2008, between SCIF Portfolio II, LLC
(“Lessor”) and ChromaDex, Inc. (“Lessee”)
(incorporated by reference from, and filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the
Commission on July 23, 2008)
|
10.9
|
|
Second
Amendment to Standard Industrial/Commercial Multi-Tenant Lease,
made as of May 7, 2013, between SCIF Portfolio II, LLC
(“Lessor”) and ChromaDex, Inc. (“Lessee”)
(incorporated by reference from, and filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the
Commission on May 7, 2013)
|
10.10
|
|
First
Amendment to Standard Industrial/Commercial Multi-Tenant Lease,
made as of July 18, 2008, between SCIF Portfolio II, LLC
(“Lessor”) and ChromaDex, Inc. (“Lessee”)
(incorporated by reference from, and filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the
Commission on July 23, 2008)
|
10.11
|
|
Lease
Agreement dated October 26, 2001, by and between Railhead Partners,
LLC and NaPro BioTherapeutics, Inc., as assigned to ChromaDex
Analytics, Inc. on April 9, 2003 and amended on September 24, 2003
(incorporated by reference from, and filed as Exhibit 10.8 to the
Company’s Current Report on Form 8-K filed with the
Commission on June 24, 2008)
|
10.12
|
|
Second
Addendum to Lease Agreement, made as of April 27, 2009, by and
between Railhead Partners, LLC and ChromaDex Analytics, Inc.
(incorporated by reference from, and filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the
Commission on April 28, 2009)
|
10.13
|
|
Third
Addendum to Lease Agreement, made as of February 29, 2016, by and
between Railhead Partners, LLC and ChromaDex Analytics, Inc.
(incorporated by reference from, and filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the
Commission on March 3, 2016)
|
10.14
|
|
Licensing
Agreement Nutraceutical Standards effective as of December 31, 1999
between the University of Mississippi Research Foundation and
ChromaDex (incorporated by reference from, and filed as Exhibit
10.9 to the Company’s Current Report on Form 8-K filed with
the Commission on June 24, 2008)
|
10.15
|
|
Equity
Based License Agreement dated October 25, 2001, by and between the
Company and Bayer Innovation, as amended as of October 30, 2003
(incorporated by reference from, and filed as Exhibit 10.10 to the
Company’s Current Report on Form 8-K filed with the
Commission on June 24, 2008)
|
10.16
|
|
Stock
Redemption Agreement, dated June 18, 2008 between ChromaDex, Inc.
and Bayer Innovation GmbH (formerly named Bayer Innovation
Beteiligungsgesellschaft mbH) (incorporated by reference from, and
filed as Exhibit 10.13 to the Company’s Current Report on
Form 8-K filed with the Commission on June 24, 2008)
|
10.17
|
|
License
Agreement, dated March 25, 2010 between the University of
Mississippi and ChromaDex, Inc. (incorporated by reference from,
and filed as Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q filed with the Commission on May 18, 2010)*
|
10.18
|
|
First
Amendment to License Agreement, made as of June 3, 2011 between the
University of Mississippi and ChromaDex, Inc. (incorporated by
reference from, and filed as Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q filed with the Commission on August
11, 2011)*
|
10.19
|
|
Restated
and Amended License Agreement, effective as of June 3, 2015 between
the University of Mississippi and ChromaDex, Inc. (incorporated by
reference from, and filed as Exhibit 10.2 to the Company’s
Quarterly Report on Form 10-Q filed with the Commission on August
13, 2015)*
|
10.20
|
|
License
Agreement, dated July 5, 2011 between ChromaDex, Inc. and Cornell
University (incorporated by reference from, and filed as Exhibit
10.1 to the Company’s Quarterly Report on Form 10-Q filed
with the Commission on November 10, 2011)*
|
10.21
|
|
Exclusive
License Agreement, dated September 8, 2011 between the Regents of
the University of California and ChromaDex, Inc. (incorporated by
reference from, and filed as Exhibit 10.2 to the Company’s
Quarterly Report on Form 10-Q filed with the Commission on November
10, 2011)*
|
10.22
|
|
First
Amendment to the License Agreement, effective as of September 5,
2014 between the Regents of the University of California and
ChromaDex, Inc. (incorporated by reference from, and filed as
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q
filed with the Commission on November 6, 2014)*
|
10.23
|
|
Second
Amendment to the License Agreement, effective as of December 31,
2015, between the Regents of the University of California and
ChromaDex, Inc. (incorporated by reference from, and filed as
Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q
filed with the Commission on November 10, 2016)*
|
10.24
|
|
Exclusive
License Agreement, dated July 13, 2012 between Dartmouth College
and ChromaDex, Inc. (incorporated by reference from, and filed as
Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q
filed with the Commission on November 10, 2016)
|
10.25
|
|
Exclusive
License Agreement, dated March 7, 2013 between Washington
University and ChromaDex, Inc. (incorporated by reference from, and
filed as Exhibit 10.4 to the Company’s Quarterly Report on
Form 10-Q filed with the Commission on November 10,
2016)
|
10.26
|
|
Amendment
#1 to Exclusive License Agreement, effective as of December 15,
2015, between Washington University and ChromaDex, Inc.
(incorporated by reference from, and filed as Exhibit 10.5 to the
Company’s Quarterly Report on Form 10-Q filed with the
Commission on November 10, 2016)
|
10.27
|
|
Niagen
Supply Agreement, dated July 9, 2013, by and between ChromaDex,
Inc. and Thorne Research, Inc. (incorporated by reference from, and
filed as Exhibit 99.1 to the Company’s Current Report on Form
8-K filed with the Commission on July 12, 2013)
|
10.28
|
|
Addendum
to the Nicotinamide Riboside Supply Agreement, dated July 24, 2015,
by and between ChromaDex, Inc. and Thorne Research, Inc.
(incorporated by reference from, and filed as Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q filed with the
Commission on November 10, 2016)*
|
10.29
|
|
Second
Addendum to the Nicotinamide Riboside Supply Agreement, dated
September 14, 2016, by and between ChromaDex, Inc. and Thorne
Research, Inc. (incorporated by reference from, and filed as
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q
filed with the Commission on November 10, 2016)*
|
10.30
|
|
License
Agreement, made as of August 1, 2013, between Green Molecular S.L.,
Inc. and ChromaDex, Inc. (incorporated by reference from, and filed
as Exhibit 10.6 to the Company’s Quarterly Report on Form
10-Q filed with the Commission on November 10, 2016)
|
10.31
|
|
NIAGEN®
Supply Agreement by and between ChromaDex, Inc. and 5Linx
Enterprises, Inc. effective as of January 3, 2014 (incorporated by
reference from, and filed as Exhibit 10.2 to the Company’s
Quarterly Report on Form 10-Q filed with the Commission on May 8,
2014)*
|
10.32
|
|
Purenergy
Supply Agreement by and between ChromaDex, Inc. and 5Linx
Enterprises, Inc. effective as of January 3, 2014 (incorporated by
reference from, and filed as Exhibit 10.3 to the Company’s
Quarterly Report on Form 10-Q filed with the Commission on May 8,
2014)*
|
10.33
|
|
Addendum
to NIAGEN® Supply Agreement, effective as of June 26, 2014,
between 5Linx Enterprises, Inc. and ChromaDex, Inc. (incorporated
by reference from, and filed as Exhibit 10.4 to the Company’s
Quarterly Report on Form 10-Q filed with the Commission on May 12,
2016)
|
10.34
|
|
First
Amendment to NIAGEN® Supply Agreement, effective as of March
31, 2015, between 5Linx Enterprises, Inc. and ChromaDex, Inc.
(incorporated by reference from, and filed as Exhibit 10.5 to the
Company’s Quarterly Report on Form 10-Q filed with the
Commission on May 12, 2016)*
|
10.35
|
|
Second
Amendment to NIAGEN® Supply Agreement, effective as of March
3, 2016, between 5Linx Enterprises, Inc. and ChromaDex, Inc.
(incorporated by reference from, and filed as Exhibit 10.6 to the
Company’s Quarterly Report on Form 10-Q filed with the
Commission on May 12, 2016)*
|
10.36
|
|
Employment
Agreement by and between ChromaDex Corp. and Troy Rhonemus dated
March 6, 2014 (incorporated by reference from, and filed as Exhibit
10.1 to the Company’s Current Report on Form 8-K filed with
the Commission on March 10, 2014)+
|
10.37
|
|
Exclusive
License Agreement, effective as of May 16, 2014 between Dartmouth
College and ChromaDex, Inc. (incorporated by reference from, and
filed as Exhibit 10.1 to the Company’s Quarterly Report on
Form 10-Q filed with the Commission on August 12,
2014)*
|
10.38
|
|
First
Amendment to Exclusive License Agreement, effective as of June 13,
2016, between Dartmouth College and ChromaDex, Inc. (incorporated
by reference from, and filed as Exhibit 10.10 to the
Company’s Quarterly Report on Form 10-Q filed with the
Commission on November 10, 2016)*
|
10.39
|
|
Loan
and Security Agreement by and between ChromaDex Corporation and
Hercules Technology II, L.P., as Lender and Hercules Technology
Growth Capital, Inc., as agent dated September 29, 2014
(incorporated by reference from, and filed as Exhibit 10.39 to the
Company’s Annual report on Form 10-K filed with the
Commission on March 19, 2015)
|
10.40
|
|
Amendment
No. 1 to Loan and Security Agreement by and between ChromaDex
Corporation and Hercules Technology II, L.P., as Lender and
Hercules Technology Growth Capital, Inc., as agent dated June 17,
2015 (incorporated by reference from and filed as Exhibit 10.1 to
the Company’s Current Report on Form 8-K filed with the
Commission on June 19, 2015)
|
10.41
|
|
License
Agreement, effective as of October 15, 2014 between University of
Mississippi and ChromaDex, Inc. (incorporated by reference from,
and filed as Exhibit 10.40 to the Company’s Annual report on
Form 10-K filed with the Commission on March 19,
2015)*
|
10.42
|
|
First
Amendment to Exclusive License Agreement, effective as of July 6,
2015, between University of Mississippi and ChromaDex, Inc.
(incorporated by reference from, and filed as Exhibit 10.7 to the
Company’s Quarterly report on Form 10-Q filed with the
Commission on November 10, 2016)
|
10.43
|
|
Exclusive
License and Supply Agreement, effective as of May 12, 2015 between
Suntava, Inc. and ChromaDex, Inc. (incorporated by reference from,
and filed as Exhibit 10.1 to the Company’s Quarterly Report
on Form 10-Q filed with the Commission on August 13,
2015)*
|
10.44
|
|
Exclusive
Supply Agreement, effective as of August 27, 2015 between
Healthspan Research, LLC and ChromaDex, Inc. (incorporated by
reference from, and filed as Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q filed with the Commission on November
12, 2015)*
|
10.45
|
|
Limited
Liability Company Agreement, effective as of August 27, 2015
between Healthspan Research LLC and ChromaDex, Inc. (incorporated
by reference from, and filed as Exhibit 10.2 to the Company’s
Quarterly Report on Form 10-Q filed with the Commission on November
12, 2015)*
|
10.46
|
|
Interest
Purchase Agreement, effective as of August 27, 2015 between
Healthspan Research LLC and ChromaDex, Inc. (incorporated by
reference from, and filed as Exhibit 10.3 to the Company’s
Quarterly Report on Form 10-Q filed with the Commission on November
12, 2015)*
|
10.47
|
|
Take or
Pay Purchase Agreement for nicotinamide riboside chloride,
effective as of September 21, 2015, between W.R. Grace & Co.
Conn. And ChromaDex, Inc. (incorporated by reference from, and
filed as Exhibit 10.4 to the Company’s Quarterly Report on
Form 10-Q filed with the Commission on November 12,
2015)*
|
10.48
|
|
Supply
Agreement, effective as of August 28, 2015 and First Addendum to
Supply Agreement, effective as of September 30, 2015 between
Nectar7 LLC and ChromaDex, Inc. (incorporated by reference from,
and filed as Exhibit 10.5 to the Company’s Quarterly Report
on Form 10-Q filed with the Commission on November 12,
2015)*
|
10.49
|
|
Second
Addendum to Supply Agreement, effective as of January 28, 2016,
between Nectar7 LLC and ChromaDex, Inc. (incorporated by reference
from, and filed as Exhibit 10.9 to the Company’s Quarterly
Report on Form 10-Q filed with the Commission on November 10,
2016)*
|
10.50
|
|
Form of
Securities Purchase Agreement, dated as of November 4, 2015,
between existing stockholders and ChromaDex Corporation.
(incorporated by reference from and filed as Exhibit 10.01 to the
Company’s Current Report on Form 8-K filed with the
Commission on November 5, 2015)
|
10.51
|
|
Form of
Warrant under the Securities Purchase Agreement, dated as of
November 4, 2015, between existing stockholders and ChromaDex
Corporation (incorporated by reference from and filed as Exhibit
10.02 to the Company’s Current Report on Form 8-K filed with
the Commission on November 5, 2015)
|
10.52
|
|
Joint
Development Agreement, effective as of October 30, 2015, between
the Procter & Gamble Company and ChromaDex, Inc.*
|
10.53
|
|
Form of
Securities Purchase Agreement, dated as of March 11, 2016, between
an existing stockholder and ChromaDex Corporation (incorporated by
reference from and filed as Exhibit 10.01 to the Company’s
Current Report on Form 8-K filed with the Commission on March 11,
2016)
|
10.54
|
|
Form of
Warrant under the Securities Purchase Agreement, dated as of March
11, 2016, between an existing stockholder and ChromaDex Corporation
(incorporated by reference from and filed as Exhibit 10.02 to the
Company’s Current Report on Form 8-K filed with the
Commission on March 11, 2016)
|
10.55
|
|
Lease
Agreement, made as of April 14, 2016, by and between Longmont
Diagonal Investments LLC and ChromaDex Analytics, Inc.
(incorporated by reference from and filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the
Commission on April 20, 2016)
|
10.56
|
|
Supply
Agreement, effective as of February 3, 2014, between Elysium
Health, Inc. and ChromaDex, Inc. (incorporated by reference from,
and filed as Exhibit 10.1 to the Company’s Quarterly Report
on Form 10-Q filed with the Commission on May 12,
2016)*
|
10.57
|
|
Supply
Agreement, effective as of June 26, 2014, between Elysium Health,
Inc. and ChromaDex, Inc. (incorporated by reference from, and filed
as Exhibit 10.2 to the Company’s Quarterly Report on Form
10-Q filed with the Commission on May 12, 2016)*
|
10.58
|
|
Amendment
to Supply Agreement, effective as of February 19, 2016, between
Elysium Health, Inc. and ChromaDex, Inc. (incorporated by reference
from, and filed as Exhibit 10.3 to the Company’s Quarterly
Report on Form 10-Q filed with the Commission on May 12,
2016)*
|
10.59
|
|
Form of
Securities Purchase Agreement, dated as of June 3, 2016, between an
existing stockholder and ChromaDex Corporation (incorporated by
reference from and filed as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the Commission on June 6,
2016)
|
10.60
|
|
Business
Financing Agreement, dated as of November 4, 2016, between Western
Alliance Bank and ChromaDex Corporation
❖
|
10.61
|
|
First
Business Financing Modification Agreement, dated as of February 16,
2017, between Western Alliance Bank and ChromaDex
Corporation
❖
|
10.62
|
|
Second
Business Financing Modification Agreement, dated as of March 12,
2017, between Western Alliance Bank and ChromaDex
Corporation
❖
|
10.63
|
|
Form of
Indemnity Agreement, between ChromaDex Corporation and each of its
existing directors and executive officers. (incorporated by
reference from and filed as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the Commission on December
16, 2016)+
|
10.64
|
|
Amended
and Restated Non-Employee Director Compensation Policy
❖
+
|
10.65
|
|
Executive
Employment Agreement, dated as of March 12, 2017, between Robert
Fried and ChromaDex Corporation
❖
+
|
21.1
|
|
Subsidiaries
of ChromaDex Corporation
❖
|
23.1
|
|
Consent
of Marcum, LLP, Independent Registered Public Accounting
Firm
❖
|
31.1
|
|
Certification
of the Chief Executive Officer pursuant to §240.13a-14 or
§240.15d-14 of the Securities Exchange Act of 1934, as
amended
❖
|
31.2
|
|
Certification
of the Chief Financial Officer pursuant to §240.13a-14 or
§240.15d-14 of the Securities Exchange Act of 1934, as
amended
❖
|
32.1
|
|
Certification
pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002)
❖
|
|
|
|
CHROMADEX
CORPORATION
|
||
|
|
|
By:
|
|
/s/ Frank L.
Jaksch, Jr.
|
|
|
Frank
L. Jaksch, Jr.,
President and
Chief Executive Officer
|
Borrowers:
|
CHROMADEX CORPORATION,
|
Lender:
|
WESTERN ALLIANCE BANK,
|
|
a Delaware corporation
|
|
an Arizona corporation |
|
|
|
55 Almaden Boulevard, Suite 100
|
|
CHROMADEX, INC.,
|
|
San Jose, CA 95113
|
|
a California corporation
|
|
|
|
|
|
|
|
CHROMADEX ANALYTICS, INC.,
|
|
|
|
a Nevada corporation
|
|
|
|
|
|
|
|
SPHERIX CONSULTING, INC.,
|
|
|
|
a Delaware corporation
|
|
|
|
|
|
|
|
10005 Muirlands Blvd., Suite G
|
|
|
|
Irvine, CA 92618
|
|
|
|
|
|
|
BORROWERS:
|
|
|
|
CHROMADEX CORPORATION
, a Delaware
corporation
|
|
|
|
|
|
|
|
By
/s/ Thomas C.
Varvaro
|
|
Name:
Thomas C. Varvaro
|
|
Title:
Chief Financial Officer
|
|
|
|
CHROMADEX, INC.
, a California
corporation
|
|
|
|
|
|
|
|
By
/s/ Thomas C.
Varvaro
|
|
Name:
Thomas C. Varvaro
|
|
Title:
Chief Financial Officer
|
|
CHROMADEX ANALYTICS, INC.
, a Nevada
corporation
|
|
|
|
By
/s/ Thomas C.
Varvaro
|
Name:
Thomas C. Varvaro
|
Title:
Chief Financial Officer
|
SPHERIX CONSULTING, INC.
, a Delaware
corporation
|
|
|
|
By
/s/ Thomas C.
Varvaro
|
Name:
Thomas C. Varvaro
|
Title:
Chief Financial Officer
|
Address for
Notices:
|
CHROMADEX CORPORATION, on behalf of all Borrowers
|
10005
Muirlands Blvd., Suite G
Irvine, CA
92618
Fax:
949-419-0294
|
Email:
legal@chromadex.com
|
Attn:
Chief Financial Officer
|
LENDER:
|
|
WESTERN ALLIANCE BANK,
AN ARIZONA CORPORATION
|
|
|
|
By
/s/ Grant
Simon
|
Name:
Grant Simon
|
Title:
Associate Vice President
|
|
Address for
Notices:
|
WESTERN ALLIANCE BANK
|
55 Almaden
Blvd.
|
San
Jose, CA 95113
|
Fax:
(408) 423-8520
|
Email:
grant.simon@bridgebank.com
|
Attn:
|
Original
Amount
|
Maturity
|
Current
Balance (1)
|
Monthly
Payment (2)
|
Collateral
|
Creditor
|
$38,151
|
Oct,
2016
|
$781
|
$787
|
Laboratory
Equipment
|
Quantum
Analytics
|
$50,787
|
Dec,
2016
|
$3,106
|
$1,051
|
Phone
System
|
CIT
Financial Services
|
$18,996
|
Nov,
2017
|
$4,956
|
$369
|
Laboratory
Equipment
|
Thermo
Fisher Finance
|
$116,122
|
Dec,
2017
|
$34,118
|
$2,422
|
Laboratory
Equipment
|
US
Bank
|
$55,729
|
June,
2018
|
$21,776
|
$1,160
|
Laboratory
Equipment
|
US
Bank
|
$53,549
|
Sep,
2018
|
$23,902
|
$1,076
|
Laboratory
Equipment
|
Susquehanna
Commercial
|
$76,615
|
Sep,
2018
|
$34,875
|
$1,592
|
Laboratory
Equipment
|
M2
Lease Fund
|
$222,629
|
Mar,
2019
|
$122,049
|
$4,524
|
Laboratory
Equipment
|
Quantum
Analytics
|
$100,175
|
Oct,
2019
|
$66,406
|
$2,031
|
Laboratory
Equipment
|
Quantum
Analytics
|
$303,933
|
Jan,
2019
|
$188,151
|
$7,420
|
Laboratory
Equipment
|
Quantum
Analytics
|
$39,000
(3)
|
Sep,
2019
|
$39,000
|
$1,250
|
Laboratory
Equipment
|
Quantum
Analytics
|
Original
Amount
|
Maturity
|
Current
Balance (1)
|
Monthly
Payment (2)
|
Collateral
|
Creditor
|
$38,151
|
Oct,
2016
|
$781
|
$787
|
Laboratory
Equipment
|
Quantum
Analytics
|
$50,787
|
Dec,
2016
|
$3,106
|
$1,051
|
Phone
System
|
CIT
Financial Services
|
$18,996
|
Nov,
2017
|
$4,956
|
$369
|
Laboratory
Equipment
|
Thermo
Fisher Finance
|
$116,122
|
Dec,
2017
|
$34,118
|
$2,422
|
Laboratory
Equipment
|
US
Bank
|
$55,729
|
June,
2018
|
$21,776
|
$1,160
|
Laboratory
Equipment
|
US
Bank
|
$53,549
|
Sep,
2018
|
$23,902
|
$1,076
|
Laboratory
Equipment
|
Susquehanna
Commercial
|
$76,615
|
Sep,
2018
|
$34,875
|
$1,592
|
Laboratory
Equipment
|
M2
Lease Fund
|
$222,629
|
Mar,
2019
|
$122,049
|
$4,524
|
Laboratory
Equipment
|
Quantum
Analytics
|
$100,175
|
Oct,
2019
|
$66,406
|
$2,031
|
Laboratory
Equipment
|
Quantum
Analytics
|
$303,933
|
Jan,
2019
|
$188,151
|
$7,420
|
Laboratory
Equipment
|
Quantum
Analytics
|
$39,000
(3)
|
Sep,
2019
|
$39,000
|
$1,250
|
Laboratory
Equipment
|
Quantum
Analytics
|
BORROWERS:
|
|
|
|
|
|
CHROMADEX CORPORATION
, a Delaware
corporation
|
|
|
|
|
|
By:
/s/Thomas C.
Varvaro
|
|
|
|
|
|
Name:
Thomas C. Varvaro
|
|
|
|
|
|
Title:
CFO
|
|
|
|
|
|
CHROMADEX, INC.
, a California
corporation
|
|
|
|
|
|
By:
/s/Thomas C.
Varvaro
|
|
|
|
|
|
Name:
Thomas C. Varvaro
|
|
|
|
|
|
Title:
CFO
|
|
|
|
||
CHROMADEX ANALYTICS, INC.
, a Nevada corporation
|
|
|
|
|
|
By:
/
s/Thomas C.
Varvaro
|
|
|
|
|
|
Name:
Thomas C. Varvaro
|
|
|
|
|
|
Title:
CFO
|
|
|
|
|
|
|
|
|
|
LENDER:
|
|
WESTERN ALLIANCE BANK
, an Arizona
corporation
|
|
By:
/s/Grant
Simon
|
|
Name:
Grant Simon
|
|
Title:
Associate Vice President
|
BORROWERS:
|
|
|
|
|
|
CHROMADEX CORPORATION
, a Delaware corporation
|
|
|
|
|
|
By:
/s/ Thomas C.
Varvaro
|
|
|
|
|
|
Name:
Thomas C.
Varvaro
|
|
|
|
|
|
Title:
Chief Financial
Officer
|
|
|
|
|
|
CHROMADEX, INC.
, a California corporation
|
|
|
|
|
|
By:
/s/ Thomas C.
Varvaro
|
|
|
|
|
|
Name:
Thomas C.
Varvaro
|
|
|
|
|
|
Title:
Chief Financial
Officer
|
|
|
|
||
CHROMADEX ANALYTICS, INC.
, a Nevada
corporation
|
|
|
|
|
|
By:
/s/ Thomas C.
Varvaro
|
|
|
|
|
|
Name:
Thomas C.
Varvaro
|
|
|
|
|
|
Title:
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
LENDER:
|
|
WESTERN ALLIANCE BANK
, an Arizona
corporation
|
|
By:
/s/ Justin
Vogel
|
|
Name:
Justin
Vogel
|
|
Title:
Vice
President
|
By:
/s/
Frank L. Jaksch Jr.
|
|
Its:
Chief Executive
Officer
|
|
Dated:
March 12, 2017
|
|
|
|
|
|
Executive:
|
|
|
|
|
|
/s/
Robert Fried
|
|
Robert
Fried
|
|
Dated:
March 12, 2017
|
|
Performance
Goal
|
Number of fully-vested
shares of restricted common stock of ChromaDex to be granted to
Executive based upon achievement of such Performance
Goal
|
1.
Net Sales to all
distribution channels from and after the Effective Date exceeds Net
Sales to all distribution channels in fiscal year 2016 by not less
than $10,000,000
|
166,667
|
2.
Net Sales to all
distribution channels from and after the Effective Date exceeds Net
Sales to all distribution channels in fiscal year 2016 by not less
than $20,000,000
|
166,667
|
3.
Net Sales to all
distribution channels from and after the Effective Date exceeds Net
Sales to all distribution channels in fiscal year 2016 by not less
than $30,000,000
|
166,666
|