Attached files
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| EX-99.2 - PRESS RELEASE - ChromaDex Corp. | ex99-2.htm |
| EX-99.1 - SECURITIES PURCHASE AGREEMENT - ChromaDex Corp. | ex99-1.htm |
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): April 26,
2017
CHROMADEX CORPORATION
(Exact name of registrant as specified in its
charter)
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Delaware
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001-37752
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26-2940963
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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.
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. The first tranche is expected to close on April 27,
2017, pursuant to which the Company will issue 1,346,154 shares of
its Common Stock. The second tranche is expected to occur within 30
days of the closing of the first tranche, pursuant to which the
Company has agreed to issue 6,303,814 shares of its Common Stock.
The third tranche is expected to occurfollowing a related
stockholder approval to be solicited as soon as possible after
completion of the second tranche.
Subject
to completion of the second tranche, the Purchase Agreement
requires that the Company’s Board of Directors (the
“Board”) increase the number of authorized directors so
as to create two vacant seats on the Board, which vacancies shall
be filled by nominees selected by the Purchasers on a date
following the Company’s 2017 Annual Meeting of
Stockholders.
At the
closing of the first tranche and unless otherwise waived, the
Purchase Agreement requires that the Company and the Purchasers
promptly enter into a Registration Rights Agreement in form and
substance reasonably acceptable to the Purchasers (the
“Registration Rights Agreement”) with respect to the
shares of the Company’s Common Stock acquired under the
Purchase Agreement, the terms of which shall be described in a
subsequent Current Report on Form 8-K filed by the
Company.
The
foregoing description of the Purchase Agreement is not complete and
is qualified in its entirety by reference to the full text of the
Purchase Agreement, a copy of which is attached to this Current
Report as Exhibit 99.1. On April 27, 2017, the Company also issued
a press release announcing the pricing of the financing. A copy of
the press release is attached as Exhibit 99.2 hereto.
The
shares of the Company’s common stock being sold pursuant to
the Purchase Agreement 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
purchased by them were acquired solely for their own account and
for investment purposes and not with a view to the future sale or
distribution.
Statements
in this report that are not statements of historical fact are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements include, without limitation, statements with respect to
the completion, timing and size of the offering, the expected
proceeds from the offering and the issuance of shares in connection
with the transaction described above. Because such statements are
subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking
statements. Words such as “believes,”
“anticipates,” “plans,”
“expects,”“intends,” “will,”
“goal,” “potential” and similar expressions
are intended to identify forward-looking statements, though not all
forward-looking statements necessarily contain these identifying
words. These forward-looking statements are based upon the
Company’s current expectations and involve a number of risks
and uncertainties, including the risks and uncertainties described
in the Company’s Annual on Form 10-K for the year ended
December 31, 2016, as filed with the Securities Exchange Commission
and other filings submitted by the Company. Actual results and the
timing of events could differ materially from those anticipated in
such forward-looking statements as a result of these risks and
uncertainties. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
of this report. All forward-looking statements are qualified in
their entirety by this cautionary statement, and the Company
undertakes no obligation to revise or update any forward-looking
statements to reflect events or circumstances after the date of
this report.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
Number
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Description
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99.1
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Securities
Purchase Agreement dated April 26, 2017, by and among the Company
and the Purchasers.
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99.2
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Press
Release dated April 27, 2017.
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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.
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CHROMADEX CORPORATION
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Dated:
April 27, 2017
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By:
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/s/
Thomas C. Varvaro
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Name:
Thomas C. Varvaro
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Chief
Financial Officer
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INDEX TO EXHIBITS
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Exhibit
Number
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Description
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99.1
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Securities
Purchase Agreement dated April 26, 2017, by and among the Company
and the Purchasers.
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99.2
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Press
Release dated April 27, 2017.
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