Attached files
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| 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
____________
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 27, 2020
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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10900 Wilshire Blvd., Suite 600, 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:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, par value $0.001 per share
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CDXC
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The
Nasdaq Capital Market
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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 27, 2020, ChromaDex
Corporation (the “Company”) entered into a
Securities Purchase Agreement (the “Purchase
Agreement”) with Winsave Resources Limited
(“Winsave”) and Pioneer Step Holdings Limited
(“Pioneer,” together with Winsave,
the “Purchasers”), pursuant to which the Company
agreed to sell and issue an aggregate of $5.0 million of the
Company’s common stock (“Common Stock”), par
value $0.001 per share, at a purchase price of $4.08 per share,
which represents the average closing price of the Common Stock on
The Nasdaq Capital Market over the ten trading days immediately
preceding the date of the Purchase Agreement
(the “Financing”). The Financing is expected to
close on or about May 7, 2020, pursuant to which the Company will
issue 1,225,490 shares of its Common Stock (the
“Shares”) to the Purchasers. The closing is subject to
certain customary closing conditions. Winsave and Pioneer are each
existing stockholders of the Company, and as previously disclosed,
Pioneer has the right to designate a member of the Company’s
board of directors.
On April 27, 2020, concurrent
with the execution of the Purchase Agreement, 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 to cover the resale of the Shares, (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 5.0% 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 Registration
Rights Agreement are not complete and are each qualified in its
entirety by reference to the full text of the Purchase Agreement
and Registration Rights Agreement, copies of which are attached to
this Current Report on Form 8-K as Exhibit 99.1 and Exhibit 99.2,
respectively.
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, 2019, as filed with the Securities and 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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Securities
Purchase Agreement, dated April 27, 2020, by and among the Company
and the Purchasers.
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Registration
Rights Agreement, dated April 27, 2020, by and among the Company
and the Purchasers.
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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 29, 2020
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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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