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 17,
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
3.02
Unregistered
Sales of Equity Securities.
As previously disclosed, 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”). On November 17, 2017, the Company closed
the Financing, and, in connection therewith, issued 5,609,755
shares of its Common Stock (the “Shares”) to the
Purchasers.
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 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.
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 21, 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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