ChromaDex Corp. (Form: 8-K, Received: 05/25/2017 16:08:19)

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): May 24, 2017

CHROMADEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-37752	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))

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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on April 26, 2017, ChromaDex Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers named therein (the “Purchasers”), pursuant to which the Company agreed to sell and issue up to $25.0 million of its 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 May 24, 2017, the Company and the Purchasers entered into a First Amendment to the Purchase Agreement (the “First Amendment”) to provide for an allocation of the number of shares each Purchaser may purchase in the second tranche under the Purchase Agreement (the “Second Tranche”) and the third tranche under the Purchase Agreement.

On May 24, 2017, the Second Tranche closed, pursuant to which the Company issued 6,303,814 shares of its Common Stock to the Purchasers at a purchase price of $2.60 per share.

The foregoing description of the First Amendment is not complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached to this Current Report as Exhibit 99.1. On May 25, 2017, the Company also issued a press release announcing the closing of the Second Tranche. A copy of the press release is attached as Exhibit 99.2 hereto.

The shares of the Company’s common stock sold pursuant to the Purchase Agreement (the “Shares”) 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 3.02 Unregistered Sales of Equity Securities.

The disclosures set forth in Item 1.01 above are incorporated herein for this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits .

Exhibit Number		Description

99.1		First Amendment to Securities Purchase Agreement, dated May 24, 2017, by and among the Company and the Purchasers.
99.2		Press Release dated May 25, 2017.

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.


	CHROMADEX CORPORATION

Dated: May 25, 2017

	By:	/s/ Thomas C. Varvaro
		Name: Thomas C. Varvaro
		Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number		Description

99.1		First Amendment to Securities Purchase Agreement, dated May 24, 2017, by and among the Company and the Purchasers.
99.2		Press Release dated May 25, 2017.

Exhibit 99.1

FIRST AMENDMENT TO

SECURITIES PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “ Amendment ”), dated as of May 24, 2017, is entered into by and among ChromaDex Corporation, a Delaware corporation (the “ Company ”), Champion River Ventures Limited (“ Champion River ”) and Pioneer Step Holdings Limited (“ Pioneer Step ” and together with Champion River, the “ Purchasers ”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).

RECITALS

WHEREAS, the Purchasers and the Company are party to that certain Securities Purchase Agreement, dated as of April 26, 2017 (the “ Agreement ”), pursuant to which, among other things, the Company has agreed to issue and sell to the Purchasers certain equity interests in the Company, on the terms and subject to the conditions set forth in the Agreement;

WHEREAS, the Purchasers and the Company now desire to amend the Agreement in accordance with Section 5.4 of the Agreement as set forth herein.

AGREEMENT

NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Signature Page of Champion River . The signature page of Champion River is hereby amended to provide for such Purchaser’s applicable Subscription Amount at the Second Closing and, if applicable, Third Closing, and the number of Second Closing Shares and, if applicable, Third Closing Shares, issuable thereto:

	Second Closing	Third Closing
Subscription Amount	$9,833,948.80	$3,066,050.00
Shares	3,782,288 Second Closing Shares	1,179,250 Third Closing Shares

Amendment to Signature Page of Pioneer Step . The signature page of Pioneer Step is hereby amended to provide for such Purchaser’s applicable Subscription Amount at the Second Closing and, if applicable, Third Closing, and the number of Second Closing Shares and, if applicable, Third Closing Shares, issuable thereto:

	Second Closing	Third Closing
Subscription Amount	$6,555,967.60	$2,044,034.20
Shares	2,521,526 Second Closing Shares	786,167 Third Closing Shares

Miscellaneous . Except as expressly set forth herein, all terms and provisions contained in the Agreement shall remain in full force and effect and are hereby ratified and confirmed. The provisions of this Amendment shall be binding upon, and shall inure to the benefit of, the successors and assigns of the Purchasers and the Company, respectively. This Amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of New York. This Amendment may be executed in counterparts, all of which counterparts collectively shall constitute one agreement, binding on the parties hereto, notwithstanding that all parties hereto are not signatories to the same counterpart.

[Signature Page Follows]

IN WITNESS WHEREOF , the parties have executed this Amendment as of the date first set forth above.

COMPANY :

CHROMADEX CORPORATION

By: /s/ Frank Jaksch

Name: Frank Jaksch

Title: Chief Executive Officer

[Signature Page to Amendment to Securities Purchase Agreement]

IN WITNESS WHEREOF , the parties have executed this Amendment as of the date first set forth above.

PURCHASER :

CHAMPION RIVER VENTURES LIMITED

By: /s/ Pau Yee Wan Ezra

Name: Pau Yee Wan Ezra

Title: Director

[Signature Page to Amendment to Securities Purchase Agreement]

IN WITNESS WHEREOF , the parties have executed this Amendment as of the date first set forth above.

PURCHASER :

PIONEER STEP HOLDINGS LIMITED

By: /Ng Ngar Bun Raymond

Name: Ng Ngar Bun Raymond

Title: Authorized Signatory

[Signature Page to Amendment to Securities Purchase Agreement]

Exhibit 99.2

ChromaDex Announces Closing of Second Tranche of the $25 Million Strategic Investment Led by Mr. Li Ka-shing

IRVINE, Calif., May 25, 2017 – ChromaDex Corp. (NASDAQ: 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 the closing of the $16.4 million second tranche of the strategic investment of up to $25 million led by Hong Kong business leader Mr. Li Ka-shing.

Through Horizons Ventures, Mr. Li has invested in many innovative companies in the last decade, including Facebook, Spotify, DeepMind, Siri, Impossible Foods and Modern Meadow. With Horizons Ventures’ strong global presence, the new investment will be able to support future ChromaDex developments in the global marketplace.

The $16.4 million second tranche follows the initial $3.5 million tranche that closed on April 27, 2017. The $5.1 million third tranche has not yet closed.

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE MKT: LTS), is acting as exclusive placement agent in the private placement.

The shares of common stock sold in the private placement are not registered under the Securities Act of 1933, as amended (the “Act”). Accordingly, such shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements under the Act. In connection with the private placement, ChromaDex entered into a registration rights agreement with the investors. Additional details about the transaction are included in a Form 8-K filed by ChromaDex concurrently with this release.

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. 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; IMMULINA ™ , a spirulina extract; and AnthOrigin ™ , anthocyanins derived from a domestically-produced, water-extracted purple corn. 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, including statements related to the total anticipated proceeds to be received in the strategic investment and whether the strategic investment will be able to support future ChromaDex developments in the global marketplace. 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. More detailed information about ChromaDex and the risk factors that may affect the realization of forward-looking statements is set forth in ChromaDex's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, ChromaDex's Quarterly Reports on Form 10-Q and other filings submitted by ChromaDex 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, and actual results may differ materially from those suggested by these forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement and ChromaDex undertakes no obligation to revise or update this release to reflect events or circumstances after the date hereof.

ChromaDex Investor Relations Contact:

Andrew Johnson, Director of Investor Relations

949-419-0288

andrewj@chromadex.com

ChromaDex Public Relations Contact:

Breah Ostendorf, Director of Marketing

949-537-4103

breaho@chromadex.com

END

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