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): June 30 , 2019
 
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.)
 
10900 Wilshire Blvd. Suite 650, Los Angeles, California 90024
(Address of principal executive offices, including zip code)
 
(310) 388-6706
  (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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
CDXC
The Nasdaq Capital Market
 
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 May 9, 2019, ChromaDex Corporation (the “Company”) entered into a Note Purchase Agreement (the “Purchase Agreement”) with Winsave Resources Limited and Pioneer Step Holdings Limited (the “Purchasers”), pursuant to which the Company sold and issued convertible promissory notes (the “Notes”) in the aggregate principal amount of $10.0 million to the Purchasers (the “Financing”). Also as previously disclosed, the Financing closed on May 17, 2019.
 
On June 30, 2019, the Company and the Purchasers entered into an Omnibus Amendment to the Purchase Agreement and the Notes (the “Omnibus Amendment”) to (i) remove the restriction on the Company issuing Common Stock (as defined in the Purchase Agreement) during the Restricted Period (as defined in the Purchase Agreement) and (ii) amend the Notes to extend the Maturity Date (as defined in the Notes) from July 1, 2019 to August 15, 2019.
 
The foregoing description of the Omnibus Amendment is not complete and is qualified in its entirety by reference to the full text of the Omnibus Amendment, a copy of which is attached to this Current Report as Exhibit 99.1 and is hereby incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)  Exhibits .
 
Exhibit Number
 
Description
 
 
 
Omnibus Amendment to Note Purchase Agreement and Convertible Promissory Notes, dated June 30, 2019, by and among the Company and the Purchasers.
 
 
 
 
 
 
 
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: July 1, 2019
 
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ Kevin M. Farr                                                        
 
 
 
 
 
 
Name: Kevin M. Farr
 
 
 
 
 
 
Chief Financial Officer
 
 
 
 
 
 
 
Exhibit 99.1
 
OMNIBUS AMENDMENT TO
NOTE PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTES
 
This Omnibus Amendment to Note Purchase Agreement and Convertible Promissory Notes   (this “ Amendment ”), dated as of June 30, 2019 (the “ Effective Date ”), by and among ChromaDex Corporation , a Delaware corporation (the “ Company ”), and the note holders identified on the signature pages hereto (the “ Holders ”), amends and modifies (i) that certain Note Purchase Agreement, dated May 9, 2019, by and among the Company and the Holders (as it may be amended from time to time, the “ Purchase Agreement ”) and (ii) the Convertible Promissory Notes issued by the Company to the Holders pursuant to the Purchase Agreement (the “ Notes ”).
 
RECITALS
 
A.   The Company and the Holders now wish to amend the Purchase Agreement to remove the restriction on the Company issuing Common Stock (as defined in the Purchase Agreement) during the Restricted Period (as defined in the Purchase Agreement).
 
B.   The Company and the Holders now wish to amend all of the Notes to extend the Maturity Date (as defined in the Notes) from July 1, 2019 to August 15, 2019.
 
AGREEMENT
 
In exchange for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:
 
1.   Amendment to Purchase Agreement. Section 4.8 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
 
“ Intentionally Omitted .”
 
2.   Amendment to Notes . Section 2(a) of each of the Notes is hereby amended and restated in its entirety as follows:
 
“(a) Subject to conversion as provided for elsewhere in this Note, the entire unpaid principal amount and all unpaid accrued interest under this Note shall be due and payable to Holder on August 15, 2019 (the “Maturity Date”). Principal and interest due hereunder shall be paid in lawful money of the United States of America in immediately available federal funds or the equivalent. All payments made hereunder shall first be applied to interest then due and payable and any excess payment shall then be applied to reduce the principal amount.”
 
3.   Governing Law . This Amendment shall be governed by and construed under the laws of the State of New York, as applied to agreements among New York residents, made and to be performed entirely within the State of New York, without giving effect to conflicts of laws principles .
 
4.   Entire Agreement . This Amendment constitutes the full and entire understanding among the parties regarding the subject matter in this Amendment, the Purchase Agreement and the Notes.
 
5.   Amendment Limited . Other than as set forth in this Amendment, all of the terms and conditions of the Purchase Agreement and Notes will continue in full force and effect.
 
6.   Counterparts . This Amendment may be executed in counterparts, each of which will constitute an original, but all of which, when taken together, will constitute but one agreement.
 
[Signature Pages Follow]
 
 

 
 
 
In Witness Whereof , the parties have executed this Omnibus Amendment to Note Purchase Agreement and Convertible Promissory Notes as of the Effective Date.
 
 
COMPANY:
 
CHROMADEX CORPORATION
 
 
By: /s/ Robert Fried
Robert Fried
Chief Executive Officer
 
 
 
 
 
 
In Witness Whereof , the parties have executed this Omnibus Amendment to Note Purchase Agreement and Convertible Promissory Notes as of the Effective Date.
 
 
HOLDER:
 
Winsave Resources Limited
 
 
By: /s/ Pau Yee Wan Ezra
Pau Yee Wan Ezra
Director
 
 
 
 
 
 
In Witness Whereof , the parties have executed this Omnibus Amendment to Note Purchase Agreement and Convertible Promissory Notes as of the Effective Date.
 
 
HOLDER:
 
Pioneer Step Holdings Limited
 
 
By: /s/ Ng Ngar Bun Raymond
Ng Ngar Bun Raymond
Authorized Signatory