Attached files
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| EX-99.3 - PRESS RELEASE DATED NOVEMBER 6, 2017 - ChromaDex Corp. | ex99-3.htm |
| EX-99.2 - REGISTRATION RIGHTS AGREEMENT - 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
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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): November 3,
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 November 3, 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 $23.0 million of its Common Stock
at a purchase price of $4.10 per share (the
“Financing”). The Financing is expected to close on
November 17, 2017, pursuant to which the Company will issue
5,609,755 shares of its Common Stock (the “Shares”) to
the Purchasers. The closing is subject to certain customary closing
conditions, including that there will have been no material adverse
effect with respect to the Company prior to the
closing.
In connection with the Financing, also on November 3, 2017, the
Company entered into a Registration Rights Agreement with the
Purchasers (the “Registration Rights Agreement”).
Pursuant to the Registration Rights Agreement, the Company agreed
to (i) file one or more registration statements with the Securities
and Exchange Commission (the “SEC”) to cover the resale
of the Shares by the Purchasers, (ii) use its reasonable best
efforts to have all such registration statements declared effective
within the timeframes set forth in the Registration Rights
Agreement, and (iii) use its commercially reasonable efforts to
keep such registration statements effective during the timeframes
set forth in the Registration Rights Agreement. In the event that
such registration statements are not filed or declared effective
within the timeframes set forth in the Registration Rights
Agreement, any such effective registration statements subsequently
become unavailable, or the Purchasers are unable to sell the Shares
because the Company has failed to satisfy the current public
information requirement of Rule 144 under the Securities Act of the
1933, as amended (the “Securities Act”), the Company
would be required to pay liquidated damages to the Purchasers equal
to 1.0% of the aggregate purchase price per month for each default
(up to a maximum of 5% of such aggregate purchase
price).
The Shares are not registered under 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 to be purchased by
them will be acquired solely for their own account and for
investment purposes and not with a view to the future sale or
distribution.
The foregoing descriptions of the Purchase Agreement and the
Registration Rights Agreement are not complete and are qualified in
their entirety by reference to the full text of (i) the Purchase
Agreement, a copy of which is attached to this Current Report as
Exhibit 99.1, and (ii) the Registration Rights Agreement, a copy of
which is attached to this Current Report as Exhibit 99.2. On
November 6, 2017, the Company also issued a press release
announcing the Financing. A copy of the press release is attached
as Exhibit 99.3 hereto.
Forward-Looking Statements
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 Financing,
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 SEC 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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ExhibitNumber
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Description
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Securities
Purchase Agreement dated November 3, 2017, by and among the Company
and the Purchasers.
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Registration
Rights Agreement, dated November 3, 2017, by and among the Company
and the Purchasers.
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Press
Release dated November 6, 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:
November 6, 2017
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By:
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/s/ Kevin M.
Farr
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Name:
Kevin M. Farr
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Chief
Financial Officer
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