Delaware
|
|
26-2940963
|
(State
or other jurisdiction of incorporation or
organization)
|
|
(I.R.S.
Employer Identification No.)
|
10005 Muirlands Blvd. Suite G, Irvine, California
(Address
of Principal Executive Offices)
|
|
92618
(Zip
Code)
|
Large accelerated
filer ___
|
Accelerated filer
X
|
Non-accelerated
filer ___
|
Smaller reporting
company ___
|
(Do not check if
smaller reporting company)
|
Emerging growth
company ___
|
PART
I –
FINANCIAL
INFORMATION (UNAUDITED)
|
|
|
|
|
|
|
ITEM 1.
FINANCIAL STATEMENTS:
|
1
|
|
Condensed
Consolidated Balance Sheets as of June 30, 2018 and December 30,
2017
|
1
|
|
Condensed
Consolidated Statements of Operations for the three months ended
June 30, 2018 and July 1, 2017
|
2
|
|
Condensed
Consolidated Statements of Operations for the six months ended June
30, 2018 and July 1, 2017
|
3
|
|
Condensed
Consolidated Statements of Stockholders Equity for the six months
ended June 30, 2018
|
4
|
|
Condensed
Consolidated Statements of Cash Flows for the six months ended June
30, 2018 and July 1, 2017
|
5
|
|
Notes
to Condensed Consolidated Financial Statements
|
6
|
|
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
|
20
|
|
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
27
|
|
ITEM
4. CONTROLS AND PROCEDURES
|
28
|
|
|
|
PART
II –
OTHER
INFORMATION
|
29
|
|
|
|
|
|
ITEM
1. LEGAL PROCEEDINGS
|
29
|
|
ITEM
1A. RISK FACTORS
|
29
|
|
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
|
45
|
|
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
|
45
|
|
ITEM 4.
MINE SAFETY DISCLOSURES
|
45
|
|
ITEM 5.
OTHER INFORMATION
|
45
|
|
ITEM 6.
EXHIBITS
|
46
|
|
|
|
|
SIGNATURES
|
48
|
|
Net sales
Three months ended
June 30, 2018
|
|
Net sales
Six months ended
June 30, 2018
|
Net sales
Three months ended
July 1, 2017
|
Net sales
Six months ended
July 1, 2017
|
Trade receivable at
June 30, 2018
|
Customer
G*
|
$0.3
million
|
|
$1.1
million
|
-
|
-
|
$0.9
million
|
Customer
H*
|
-
|
|
$0.4
million
|
-
|
-
|
-
|
Total
|
$0.3
million
|
|
$1.5
million
|
-
|
-
|
$0.9
million
|
|
|
|
|
|
||
*Customer G & H
are related parties through common ownership of an enterprise
that owns
beneficially more than 10% of the common stock of the
Company.
|
(In
thousands)
|
June
30,
2018
|
Dec.
30,
2017
|
Bulk
ingredients
|
$
2,048
|
$
4,159
|
Reference
standards
|
1,023
|
1,027
|
Consumer Products -
Finished Goods
|
1,686
|
503
|
Consumer Products -
Work in Process
|
1,917
|
249
|
|
6,674
|
5,938
|
Less valuation
allowance
|
(148
)
|
(142
)
|
|
$
6,526
|
$
5,796
|
(In thousands)
|
Dec. 30,
2017
|
Opening
Balance Adjustment
|
FY 2018
Opening
Balance
|
Reductions
(1)
|
Additions
(2)
|
June 30,
2018
|
Contract
Assets
|
$
-
|
$
56
|
$
56
|
$
(202
)
|
$
208
|
$
62
|
Contract
Liabilities - Open Projects (3)
|
186
|
(108
)
|
78
|
(69
)
|
64
|
73
|
Contract
Liabilities - Other Customer Deposits (4)
|
128
|
-
|
128
|
(45
)
|
29
|
112
|
Net
Contract Assets (Liabilities)
|
$
(314
)
|
$
164
|
$
(150
)
|
$
(88
)
|
$
115
|
$
(123
)
|
|
|
|
|
|
|
|
(1)
For contract assets, the amount represents amount billed to the
customer.
|
||||||
For contract liabilities, the amount represents reductions for
revenue recognized.
|
||||||
(2) For contract assets, the amount represents revenue recognized
during the period using the cost-to-cost method.
|
|
|||||
For
contract liabilities, the amount represents advance payments
received during the period.
|
||||||
(3)
Contract liablities from ongoing consulting
projects.
|
||||||
(4) Other customer deposts include payments received for orders not
fulfilled and other advance payments.
|
|
|
|
Weighted Average
|
|
||
|
|
|
Remaining
|
|
Aggregate
|
|
Number of
|
Exercise
|
Contractual
|
Fair
|
Intrinsic
|
|
Shares
|
Price
|
Term (Years)
|
Value
|
Value
|
Outstanding at Dec.
30, 2017
|
4,451
|
$
3.46
|
6.7
|
|
|
|
|
|
|
|
|
Options
Granted
|
2,457
|
4.55
|
10.0
|
$
2.93
|
|
Options
Classification from
Employee to
Non-Employee
|
(168
)
|
4.17
|
|
|
|
Options
Exercised
|
(77
)
|
4.22
|
|
|
$
69
|
Options
Expired
|
(175
)
|
4.50
|
|
|
|
Options
Forfeited
|
(111
)
|
4.28
|
|
|
|
Outstanding at June
30, 2018
|
6,377
|
$
3.82
|
7.8
|
|
$
2,292
*
|
|
|
|
|
|
|
Exercisable at June
30, 2018
|
3,001
|
$
3.41
|
5.7
|
|
$
1,810
*
|
Six Months Ended
June 30, 2018
|
|
Expected
term
|
6
years
|
Expected
volatility
|
69% - 70
%
|
Expected
dividends
|
0
%
|
Risk-free
rate
|
2% - 3
%
|
Six months ended
|
Consumer
|
|
Core Standards and
|
|
|
June 30, 2018
|
Products
|
Ingredients
|
Contract Services
|
Corporate
|
|
(In thousands)
|
segment
|
segment
|
segment
|
and other
|
Total
|
|
|
|
|
|
|
Net
sales
|
$
6,763
|
$
5,247
|
$
2,360
|
$
-
|
$
14,370
|
Cost of
sales
|
2,678
|
3,033
|
1,676
|
-
|
7,387
|
|
|
|
|
|
|
Gross
profit
|
4,085
|
2,214
|
684
|
-
|
6,983
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
Sales and
marketing
|
6,084
|
572
|
386
|
-
|
7,042
|
Research and
development
|
1,677
|
1,176
|
-
|
-
|
2,853
|
General and
administrative
|
|
-
|
-
|
13,424
|
13,424
|
Operating
expenses
|
7,761
|
1,748
|
386
|
13,424
|
23,319
|
|
|
|
|
|
|
Operating
income (loss)
|
$
(3,676
)
|
$
466
|
$
298
|
$
(13,424
)
|
$
(16,336
)
|
|
Consumer
|
|
Core Standards and
|
|
|
At June 30, 2018
|
Products
|
Ingredients
|
Contract Services
|
Corporate
|
|
(In thousands)
|
segment
|
segment
|
segment
|
and other
|
Total
|
|
|
|
|
|
|
Total
assets
|
$
6,144
|
$
5,736
|
$
1,388
|
$
38,900
|
$
52,168
|
|
Consumer
|
|
Core Standards and
|
|
|
At December 30, 2017
|
Products
|
Ingredients
|
Contract Services
|
Corporate
|
|
(In thousands)
|
segment
|
segment
|
segment
|
and other
|
Total
|
|
|
|
|
|
|
Total
assets
|
$
3,399
|
$
9,742
|
$
2,559
|
$
47,024
|
$
62,724
|
Three
Months Ended June 30, 2018
(In
thousands)
|
Consumer
Products
Segment
|
Ingredients
Segment
|
Core
Standards and Contract Services Segment
|
Total
|
|
|
|
|
|
TRU
NIAGEN®, Consumer Product
|
$
3,732
|
$
-
|
$
-
|
$
3,732
|
NIAGEN®
Ingredient
|
-
|
1,934
|
-
|
1,934
|
Subtotal
NIAGEN Related
|
$
3,732
|
$
1,934
|
$
-
|
$
5,666
|
|
|
|
|
|
Other
Ingredients
|
-
|
945
|
-
|
945
|
Reference
Standards
|
-
|
-
|
820
|
820
|
Consulting
and Other
|
-
|
-
|
372
|
372
|
Subtotal
Other Goods and Services
|
$
-
|
$
945
|
$
1,192
|
$
2,137
|
|
|
|
|
|
Total
Net Sales
|
$
3,732
|
$
2,879
|
$
1,192
|
$
7,803
|
Three
Months Ended July 1, 2017
(In
thousands)
|
Consumer
Products
Segment
|
Ingredients
Segment
|
Core
Standards and Contract Services Segment
|
Total
|
|
|
|
|
|
TRU
NIAGEN®, Consumer Product
|
$
142
|
$
-
|
$
-
|
$
142
|
NIAGEN®
Ingredient
|
-
|
1,973
|
-
|
1,973
|
Subtotal
NIAGEN Related
|
$
142
|
$
1,973
|
$
-
|
$
2,115
|
|
|
|
|
|
Other
Ingredients
|
-
|
890
|
-
|
890
|
Reference
Standards
|
-
|
-
|
767
|
767
|
Consulting
and Other
|
-
|
-
|
446
|
446
|
Subtotal
Other Goods and Services
|
$
-
|
$
890
|
$
1,213
|
$
2,103
|
|
|
|
|
|
Total
Net Sales
|
$
142
|
$
2,863
|
$
1,213
|
$
4,218
|
Six
Months Ended June 30, 2018
(In
thousands)
|
Consumer
Products
Segment
|
Ingredients
Segment
|
Core
Standards
and
Contract
Services
Segment
|
Total
|
|
|
|
|
|
TRU
NIAGEN®, Consumer Product
|
$
6,763
|
$
-
|
$
-
|
$
6,763
|
NIAGEN®
Ingredient
|
-
|
3,197
|
-
|
3,197
|
Subtotal
NIAGEN Related
|
$
6,763
|
$
3,197
|
$
-
|
$
9,960
|
|
|
|
|
|
Other
Ingredients
|
-
|
2,050
|
-
|
2,050
|
Reference
Standards
|
-
|
-
|
1,739
|
1,739
|
Consulting
and Other
|
-
|
-
|
621
|
621
|
Subtotal
Other Goods and Services
|
$
-
|
$
2,050
|
$
2,360
|
$
4,410
|
|
|
|
|
|
Total
Net Sales
|
$
6,763
|
$
5,247
|
$
2,360
|
$
14,370
|
Six
Months Ended July 1, 2017
(In
thousands)
|
Consumer
Products
Segment
|
Ingredients
Segment
|
Core
Standards and
Contract
Services
Segment
|
Total
|
|
|
|
|
|
TRU
NIAGEN®, Consumer Product
|
$
156
|
$
-
|
$
-
|
$
156
|
NIAGEN®
Ingredient
|
-
|
2,941
|
-
|
2,941
|
Subtotal
NIAGEN Related
|
$
156
|
$
2,941
|
$
-
|
$
3,097
|
|
|
|
|
|
Other
Ingredients
|
-
|
1,992
|
-
|
1,992
|
Reference
Standards
|
-
|
-
|
1,600
|
1,600
|
Consulting
and Other
|
-
|
-
|
897
|
897
|
Subtotal
Other Goods and Services
|
$
-
|
$
1,992
|
$
2,497
|
$
4,489
|
|
|
|
|
|
Total
Net Sales
|
$
156
|
$
4,933
|
$
2,497
|
$
7,586
|
|
Three months
ending
|
Six
months ending
|
||||
(In
thousands)
|
June
30, 2018
|
July
1, 2017
|
Change
|
June
30, 2018
|
July
1, 2017
|
Change
|
Net
sales:
|
|
|
|
|
|
|
Consumer
products
|
$
3,732
|
$
142
|
Not
Meaningful
|
$
6,763
|
$
156
|
Not
Meaningful
|
Ingredients
|
2,879
|
2,863
|
1
%
|
5,247
|
4,933
|
6
%
|
Core standards and
contract services
|
1,192
|
1,213
|
-2
%
|
2,360
|
2,497
|
-5
%
|
|
|
|
|
|
|
|
Total
net sales
|
$
7,803
|
$
4,218
|
85
%
|
$
14,370
|
$
7,586
|
89
%
|
|
Three months
ending
|
Six
months ending
|
||||||
(In
thousands)
|
June
30, 2018
|
July
1, 2017
|
June
30, 2018
|
July
1, 2017
|
||||
|
Amount
|
% of
net sales
|
Amount
|
% of
net sales
|
Amount
|
% of
net sales
|
Amount
|
% of
net sales
|
Cost
of sales:
|
|
|
|
|
|
|
|
|
Consumer
products
|
$
1,570
|
42
%
|
$
38
|
27
%
|
$
2,678
|
40
%
|
$
41
|
26
%
|
Ingredients
|
1,536
|
53
%
|
1,320
|
46
%
|
3,033
|
58
%
|
2,231
|
45
%
|
Core standards and
contract services
|
851
|
71
%
|
751
|
62
%
|
1,676
|
71
%
|
1,587
|
64
%
|
|
|
|
|
|
|
|
|
|
Total
cost of sales
|
$
3,957
|
51
%
|
$
2,109
|
50
%
|
$
7,387
|
51
%
|
$
3,859
|
51
%
|
|
Three months
ending
|
Six
months ending
|
||||
(In
thousands)
|
June
30, 2018
|
July
1, 2017
|
Change
|
June
30, 2018
|
July
1, 2017
|
Change
|
Gross
profit:
|
|
|
|
|
|
|
Consumer
products
|
$
2,162
|
$
104
|
Not
Meaningful
|
$
4,085
|
$
115
|
Not
Meaningful
|
Ingredients
|
1,343
|
1,543
|
-13
%
|
2,214
|
2,702
|
-18
%
|
Core standards and
contract services
|
341
|
462
|
-26
%
|
684
|
910
|
-25
%
|
|
|
|
|
|
|
|
Total
gross profit
|
$
3,846
|
$
2,109
|
82
%
|
$
6,983
|
$
3,727
|
87
%
|
|
Three months
ending
|
Six
months ending
|
||||
(In
thousands)
|
June
30, 2018
|
July
1, 2017
|
Change
|
June
30, 2018
|
July
1, 2017
|
Change
|
Sales
and marketing expenses:
|
|
|
|
|
|
|
Consumer
products
|
$
3,357
|
$
181
|
Not
Meaningful
|
$
6,084
|
$
190
|
Not
Meaningful
|
Ingredients
|
256
|
273
|
-6
%
|
572
|
569
|
1
%
|
Core standards and
contract services
|
160
|
96
|
67
%
|
386
|
196
|
97
%
|
|
|
|
|
|
|
|
Total
sales and marketing expenses
|
$
3,773
|
$
550
|
586
%
|
$
7,042
|
$
955
|
637
%
|
|
Three months
ending
|
Six
months ending
|
||||
(In
thousands)
|
June
30, 2018
|
July
1, 2017
|
Change
|
June
30, 2018
|
July
1, 2017
|
Change
|
Research
and development expenses:
|
|
|
|
|
|
|
Consumer
products
|
$
848
|
$
51
|
Not
Meaningful
|
$
1,677
|
$
51
|
Not
Meaningful
|
Ingredients
|
566
|
799
|
-29
%
|
$
1,176
|
1,463
|
-20
%
|
|
|
|
|
|
|
|
Total
sales and marketing expenses
|
$
1,414
|
$
850
|
66
%
|
$
2,853
|
$
1,514
|
88
%
|
|
Three months
ending
|
Six
months ending
|
||||
(In
thousands)
|
June
30, 2018
|
July
1, 2017
|
Change
|
June
30, 2018
|
July
1, 2017
|
Change
|
|
|
|
|
|
|
|
General
and administrative
|
$
6,596
|
$
2,613
|
152
%
|
$
13,424
|
$
4,935
|
172
%
|
|
Three months
ending
|
Six
months ending
|
||||
(In
thousands)
|
June
30, 2018
|
July
1, 2017
|
Change
|
June
30, 2018
|
July
1, 2017
|
Change
|
|
|
|
|
|
|
|
Interest
expense, net
|
$
48
|
$
36
|
33
%
|
$
92
|
$
64
|
44
%
|
|
|
●
|
create greater awareness of our brand;
|
|
|
●
|
identify the most effective and efficient levels of spending in
each market, media and specific media vehicle;
|
|
|
●
|
determine the appropriate creative messages and media mix for
advertising, marketing and promotional expenditures;
|
|
|
●
|
effectively manage marketing costs (including creative and media)
to maintain acceptable customer acquisition costs;
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acquire cost-effective television advertising;
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select the most effective markets, media and specific media
vehicles in which to advertise; and
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convert consumer inquiries into actual orders.
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the
announcement or introduction of new products by our
competitors;
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our
ability to upgrade and develop our systems and infrastructure to
accommodate growth;
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the
decision by significant customers to reduce purchases;
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disputes
and litigation with competitors;
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our
ability to attract and retain key personnel in a timely and
cost-effective manner;
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technical
difficulties;
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the
amount and timing of operating costs and capital expenditures
relating to the expansion of our business, operations and
infrastructure;
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regulation
by federal, state or local governments; and
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general
economic conditions as well as economic conditions specific to the
healthcare industry.
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we may
not be able to obtain regulatory approvals for our products, or the
approved indication may be narrower than we seek;
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our
products may not prove to be safe and effective in clinical
trials;
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we may
experience delays in our development program;
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any
products that are approved may not be accepted in the
marketplace;
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we may
not have adequate financial or other resources to complete the
development or to commence the commercialization of our products or
will not have adequate financial or other resources to achieve
significant commercialization of our products;
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we may
not be able to manufacture any of our products in commercial
quantities or at an acceptable cost;
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rapid
technological change may make our products obsolete;
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we may
be unable to effectively protect our intellectual property rights
or we may become subject to claims that our activities have
infringed the intellectual property rights of others;
and
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we may
be unable to obtain or defend patent rights for our
products.
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Agreement
and Plan of Merger, dated as of May 21, 2008, by and among Cody
Resources, Inc., CDI Acquisition, Inc. and ChromaDex, Inc., as
amended on June 10, 2008 (incorporated by reference to, and filed
as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K
(File No. 333-140056) filed with the Commission on June 24, 2008)
(1)
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Asset
Purchase Agreement, dated as of August 21, 2017, by and among
Covance Laboratories Inc., ChromaDex, Inc., ChromaDex Analytics,
Inc., and ChromaDex Corporation (incorporated by reference from,
and filed as Exhibit 2.2 to the Company’s Quarterly Report on
Form 10-Q (File No. 001-37752) filed with the Commission on
November 9, 2017)*
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Amendment
to Asset Purchase Agreement, dated as of September 5, 2017, by and
among Covance Laboratories Inc., ChromaDex, Inc., ChromaDex
Analytics, Inc., and ChromaDex Corporation (incorporated by
reference from, and filed as Exhibit 2.2 to the Company’s
Quarterly Report on Form 10-Q (File No. 001-37752) filed with the
Commission on November 9, 2017)
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Amended
and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to, and filed as Exhibit 3.1 to the
Registrant’s Annual Report on Form 10-K (File No. 001-37752)
filed with the Commission on March 15, 2018)
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|
Bylaws
of the Registrant (incorporated by reference to, and filed as
Exhibit 3.2 to the Registrant’s Current Report on Form 8-K
(File No. 333-140056) filed with the Commission on June 24,
2008)
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|
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Certificate
of Amendment to the Amended and Restated Certificate of
Incorporation of the Registrant (incorporated by reference to, and
filed as Exhibit 3.1 to the Registrant’s Current Report on
Form 8-K (File No. 000-53290) filed with the Commission on April
12, 2016)
|
|
Amendment
to Bylaws of the Registrant (incorporated by reference to, and
filed as Exhibit 3.1 to the Registrant’s Current Report on
Form 8-K (File No. 001-37752) filed with the Commission on July 19,
2016)
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|
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Form of
Stock Certificate representing shares of the Registrant’s
Common Stock (incorporated by reference to, and filed as Exhibit
4.1 to the Registrant’s Annual Report on Form 10-K (File No.
000-53290) filed with the Commission on April 3, 2009)
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Investor’s
Rights Agreement, effective as of December 31, 2005, by and between
The University of Mississippi Research Foundation and the
Registrant (incorporated by reference to, and filed as Exhibit 4.1
to the Registrant’s Current Report on Form 8-K (File No.
333-140056) filed with the Commission on June 24,
2008)
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Tag-Along
Agreement effective as of December 31, 2005, by and among the
Registrant, 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 to,
and filed as Exhibit 4.2 to the Registrant’s Current Report
on Form 8-K (File No. 333-140056) filed with the Commission on June
24, 2008)
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|
|
Form of
Stock Certificate representing shares of the Registrant’s
Common Stock effective as of January 1, 2016 (incorporated by
reference to, and filed as Exhibit 4.4 to the Registrant’s
Annual Report on Form 10-K (File No. 001-37752) filed with the
Commission on March 17, 2016)
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|
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Amended
and Restated Executive Employment Agreement, dated June 22, 2018,
by and between Robert Fried and ChromaDex Corporation (incorporated
by reference to, and filed as Exhibit 10.1 to the Registrant's
Current Report on Form 8-K (File No. 001-37752) filed with the
Commission on June 28, 2018)+
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|
|
Amendment,
dated June 22, 2018, to the Amended and Restated Employment
Agreement, by and between Frank L. Jaksch Jr. and ChromaDex, Inc.
(incorporated by reference to, and filed as Exhibit 10.2 to the
Registrant's Current Report on Form 8-K (File No. 001-37752) filed
with the Commission on June 28, 2018)+
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ChromaDex
Corporation 2017 Equity Incentive Plan, as amended, and Form of
Option Grant Notice, Form of Option Agreement, Form of Restricted
Stock Award Grant Notice, Form of Restricted Stock Award Agreement,
Form of Restricted Stock Unit Award Grant Notice and Form of
Restricted Stock Unit Award Agreement thereunder (incorporated by
reference to, and filed as Exhibit 99.1 to the Registrant's Current
Report on Form 8-K (File No. 001-37752) filed with the Commission
on June 28, 2018)+
|
|
Amended and Restated Non-Employee Director Compensation
Policy
❖
+
|
|
|
Certification of the Chief Executive Officer pursuant to Rule
13a-14(A) of the Securities Exchange Act of 1934, as
amended
❖
|
|
|
Certification of the Chief Financial Officer pursuant to Rule
13a-14(A) of the Securities Exchange Act of 1934, as
amended
❖
|
|
|
Certification pursuant to 18 U.S.C. Section 1350 (as adopted
pursuant to Section 906 of the Sarbanes−Oxley Act of
2002)
❖
|
|
101.INS
|
|
XBRL
Instance Document
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
Date: August 9,
2018
|
CHROMADEX
CORPORATION
/s/ KEVIN M.
FARR
Kevin M.
Farr
Chief Financial
Officer
(principal financial and accounting
officer
and
duly authorized on behalf of
the registrant)
|