Attached files
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| EX-99.2 - PRESS RELEASE - ChromaDex Corp. | ex99-2.htm |
| EX-99.1 - FIRST AMENDMENT TO 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): May 24,
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.
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.
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Exhibit
Number
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Description
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99.1
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First
Amendment to Securities Purchase Agreement, dated May 24, 2017, by
and among the Company and the Purchasers.
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99.2
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Press
Release dated May 25, 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:
May 25, 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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First
Amendment to Securities Purchase Agreement, dated May 24, 2017, by
and among the Company and the Purchasers.
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99.2
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Press
Release dated May 25, 2017.
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