As filed with the United States Securities and Exchange Commission
on October 31, 2017
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ChromaDex Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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26-2940963
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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10005 Muirlands Boulevard
Suite G
Irvine, CA 92618
(949) 419-0288
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive
offices)
Frank L. Jaksch, Jr.
Chief Executive Officer
10005 Muirlands Boulevard
Suite G
Irvine, CA 92618
(949) 419-0288
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
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Thomas A. Coll
Matthew T. Browne
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
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Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
registration statement.
If the
only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If any
of the securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. ☒
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this
Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Securities and Exchange Commission
pursuant to Rule 462(e) under the Securities Act, check the
following box. ☐
If this
Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box.
☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of
“large accelerated
filer,” “accelerated filer” “smaller reporting
company” and “emerging growth company” in Rule 12b2 of the Exchange
Act.
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Large
accelerated filer
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☐
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Accelerated
filer
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☒
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Non-accelerated
filer
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☐ (Do not check if a smaller reporting
company)
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Smaller
reporting company
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☐
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Emerging
Growth
Company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
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Title of each class of securities to be
registered
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Amount to be registered(1)(2)
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Proposed
maximum
offering price per share(3)
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Proposed
maximum
aggregate
offering price(3)
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Amount of the registration fee
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Common Stock, par
value $0.001 per share
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1,965,417
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$3.915
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$7,694,607.56
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$957.98
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended, the
shares being registered hereunder include such indeterminate number
of additional shares of common stock as may be issuable as a result
of stock splits, stock dividends or similar transactions with
respect to the shares being registered hereunder.
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(2)
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Includes
1,965,417 shares of common stock issued to the selling stockholders
named herein pursuant to the third tranche of the Securities
Purchase Agreement, dated as of April 26, 2017, as amended, by and
between the selling stockholders and ChromaDex
Corporation.
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(3)
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With
respect to the shares of common stock being registered hereunder,
estimated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, solely for the purpose of computing the amount of the
registration fee, based upon the average of the high and low prices
of ChromaDex Corporation’s common stock on October 26, 2017,
a date within five business days prior to the filing of this
registration statement, on the NASDAQ
Capital Market, which was $3.915.
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The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective on
such date as the Commission acting pursuant to said Section 8(a),
may determine.
The information in this prospectus is not complete and may be
changed. The selling stockholders may not sell these securities
until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 31, 2017
PROSPECTUS
1,965,417 Shares
Common Stock Offered by the Selling Stockholders
This
prospectus relates to resales by certain selling stockholders from
time to time of up to 1,965,417 shares of common stock, par value
$0.001 per share, that we previously issued to the selling
stockholders on August 18, 2017 in a private
placement.
The
selling stockholders may sell the shares of common stock described
in this prospectus in a number of different ways and at varying
prices. We provide more information about how the selling
stockholders may sell their shares of common stock in the section
entitled “Plan of
Distribution” on page 4.
The selling stockholders will bear all commissions and discounts,
if any, attributable to the sale or disposition of the shares, or
interests therein. We will bear all costs, expenses and fees in
connection with the registration of the shares. We will not be
paying any underwriting discounts or commissions in this
offering.
We will
not receive any proceeds from the sale of the shares by the selling
stockholders.
Our
common stock is traded on the NASDAQ Capital Market under the
symbol “CDXC.” On October 30, 2017, the closing
sale price of our common stock on the NASDAQ Capital Market was
$4.12 per share. You
are urged to obtain current market quotations for our common
stock.
A
prospectus supplement may add, update, or change information
contained in this prospectus. You should carefully read this
prospectus, the applicable prospectus supplement, and the
information incorporated by reference in this prospectus and the
applicable prospectus supplement before you make your investment
decision.
Investing in our common stock involves certain risks. You should
carefully read and consider the section entitled “Risk
Factors” on page 3 and the risk factors included in our
periodic reports filed with the Securities and Exchange Commission,
in any applicable prospectus supplement and in any other documents
we file with the Securities and Exchange Commission.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the accuracy and adequacy of the disclosures in this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is
, 2017
TABLE OF CONTENTS
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Page
No.
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1
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1
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3
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6
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ABOUT THIS
PROSPECTUS
We urge
you to read carefully this prospectus, together with the
information incorporated herein by reference as described under the
heading “Where You Can
Find Additional Information,” before buying any of the securities
being offered.
You
should rely only on the information contained or incorporated by
reference in this prospectus and the applicable prospectus
supplement or in any amendment to this prospectus. Neither we nor
any selling stockholder has authorized anyone to provide you with
different information, and if anyone provides, or has provided you,
with different or inconsistent information, you should not rely on
it. The selling stockholders are offering to sell, and seeking
offers to buy, shares of our common stock (“Common Stock”), only in jurisdictions where
offers and sales are permitted. The information contained in this
prospectus, as well as the information filed previously with the
Securities and Exchange Commission (the “SEC”), and incorporated herein by
reference, is accurate only as of the date of the document
containing the information, regardless of the time of delivery of
this prospectus or the applicable prospectus supplement or any sale
of our Common Stock.
A
prospectus supplement may add to, update or change the information
contained in this prospectus. You should read both this prospectus
and the applicable prospectus supplement together with additional
information described below under the heading “Where You Can Find Additional
Information.” In this
prospectus, references to the “Company,” “ChromaDex,” “registrant,” “we,” “us,” and “our” refer to ChromaDex Corporation. The
phrase “this
prospectus” refers to
this prospectus and any applicable prospectus supplement, unless
the context requires otherwise.
This
prospectus and the documents incorporated by reference herein and
therein contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, or the
Securities Act, and Section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). These statements relate to future
events or to our future financial performance and involve known and
unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially
different from any future results, performances or achievements
expressed or implied by the forward-looking statements.
Forward-looking statements include, but are not limited to
statements about:
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our business;
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our business strategy;
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products and services we may offer in the
future;
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the outcome and impact of
litigation;
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the timing and results of future regulatory
filings;
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the timing and results of future clinical
trials;
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our ability to collect from major
customers;
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our sales and marketing strategy and
capital outlook;
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our estimates
regarding our
capital requirements, future expenses and need for additional
financing; and
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our use of the net proceeds from this
offering.
In some
cases, you can identify forward-looking statements by terms such as
“may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions (including
their use in the negative) intended to identify forward-looking
statements. These statements reflect our current views with respect
to future events and are based on assumptions and subject to risks
and uncertainties. Given these uncertainties, you should not place
undue reliance on these forward-looking statements. We discuss many
of these risks in greater detail in the documents incorporated by
reference herein, usually under the heading “Risk Factors.” Also, these forward-looking
statements represent our estimates and assumptions only as of the
date of the document containing the applicable
statement.
We
qualify all of the forward-looking statements in the foregoing
documents by these cautionary statements. Unless required by law,
we undertake no obligation to update or revise any forward-looking
statements to reflect new information or future events or
developments. Thus, you should not assume that our silence over
time means that actual events are bearing out as expressed or
implied in such forward-looking statements. Before deciding to
purchase our Common Stock, you should carefully consider the risk
factors incorporated by reference herein, in addition to the other
information set forth in this prospectus and in the documents
incorporated by reference herein.
PROSPECTUS
SUMMARY
This summary highlights important features of this offering and the
information included or incorporated by reference in this
prospectus. This summary does not contain all of the information
you should consider before investing in our Common Stock. You
should carefully read this prospectus, the applicable prospectus
supplement and the information incorporated by reference in this
prospectus and any applicable prospectus supplement before you
invest in our Common Stock.
ChromaDex Corporation
The
business of ChromaDex Corporation is conducted by our principal
subsidiaries, ChromaDex, Inc., Healthspan Research, LLC, ChromaDex
Analytics, Inc. and ChromaPharma, Inc. The Company is a natural
products company that leverages its complementary business units to
discover, acquire, develop and commercialize patented and
proprietary ingredient technologies that address the dietary
supplement, food, beverage, skin care and pharmaceutical markets.
With the recent acquisition of Healthspan Research, LLC, the
Company is also selling consumer products. Along with our
ingredients segment that includes our consumer product business,
the Company also has a core standards and contract services
segment, which focuses on (i) natural product fine chemicals (known
as “phytochemicals”) (ii) chemistry and analytical
testing services, and (iii) scientific and regulatory consulting.
On August 21, 2017, the Company entered into an asset purchase
agreement pursuant to which the Company will sell operating assets
that are used or held for use in connection with the
Company’s quality verification program testing or seals and
analytical chemistry and microbiology testing business for food and
food related products. As a result of the Company’s
relationships with leading universities and research institutions,
the Company is able to discover and license early stage,
intellectual property-backed ingredient technologies. The Company
then utilizes the Company’s business segments to develop
commercially viable proprietary ingredients. The Company’s
proprietary ingredient portfolio is backed with clinical and
scientific research, as well as extensive intellectual property
protection.
Private Placement
On
April 26, 2017, we entered into a Securities Purchase Agreement (as
amended, the “Purchase
Agreement”) with certain
purchasers named therein (the “Purchasers”), pursuant to which we agreed to
sell and issue up to $25.0 million of our 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 April 27, 2017, the first tranche under the
Purchase Agreement closed, pursuant to which we issued 1,346,154
shares of Common Stock to the Purchasers at a purchase price of
$2.60 per share. On May 24, 2017, the second tranche under the
Purchase Agreement closed, pursuant to which we issued 6,303,814
shares of Common Stock to the Purchasers at a purchase price of
$2.60 per share. On August 18, 2017, the third tranche under the
Purchase Agreement closed, pursuant to which we issued 1,965,417
shares of Common Stock (the “Shares”) to the Purchasers
at a purchase price of $2.60 per share. The shares of the Common
Stock sold pursuant to the Purchase Agreement were not initially
registered under the Securities Act of the 1933, as amended (the
“Securities
Act”), or any state
securities laws. We have 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 us 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. Ladenburg Thalmann & Co. Inc. acted as our
sole placement agent for the Shares sold pursuant to the Purchase
Agreement.
On
April 29, 2017, we 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, 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
Registration Statement of which this prospectus is a part relates
to the resales of the Shares issued to the selling stockholders in
connection with the third tranche under the Purchase
Agreement.
Our
principal executive offices are located at 10005 Muirlands Blvd.
Suite G, Irvine, California, 92618. Our telephone number is (949)
419-0288. Our website is located at www.chromadex.com. The
information on our website is not part of this
prospectus.
The Offering
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Common
Stock Offered by the Selling Stockholders
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1,965,417
shares
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Use of
Proceeds
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We will
not receive any proceeds from the sale of Shares in this offering
by the selling stockholders.
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NASDAQ
Capital Market Symbol
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CDXC
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RISK FACTORS
An
investment in our Common Stock involves a high degree of risk.
Prior to making a decision about investing in our Common Stock, you
should consider carefully the specific risk factors discussed in
the sections entitled “Risk Factors” contained in our most recent Annual
Report on Form 10-K or Quarterly Report on Form 10-Q, as filed with
the SEC, which are incorporated in this prospectus by reference in
their entirety, as well as any amendment or updates to our risk
factors reflected in subsequent filings with the SEC, including any
prospectus supplement hereto. These risks and uncertainties are not
the only risks and uncertainties we face. Additional risks and
uncertainties not presently known to us, or that we currently view
as immaterial, may also impair our business. If any of the risks or
uncertainties described in our SEC filings or any additional risks
and uncertainties actually occur, our business, financial
condition, results of operations and cash flow could be materially
and adversely affected. In that case, the trading price of our
Common Stock could decline and you might lose all or part of your
investment.
USE OF PROCEEDS
The
proceeds from the sale of shares of Common Stock offered pursuant
to this prospectus are solely for the account of the selling
stockholders. We will not receive any proceeds from the sale of
shares by the selling stockholders.
The
selling stockholders, or their pledgees, assignees, or
successors-in-interest, are offering for resale, from time to time,
up to an aggregate of 1,965,417 shares of our Common Stock. The
Shares were issued by us in the third tranche of a private
placement that closed on August 18, 2017. The following table sets
forth certain information with respect to beneficial ownership of
our Common Stock as of August 21, 2017 by the selling stockholders,
as determined in accordance with Rule 13d-3 of the Exchange Act.
This information has been obtained from the selling stockholders or
in Schedules 13G or 13D and other public documents filed with the
SEC.
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Name of Selling Stockholder
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Number of Shares of Common Stock Beneficially Owned Prior to this
Offering(1)
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Number of Shares of Common Stock Being Offered(2)
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Number of Shares of Common Stock Beneficially Owned After this
Offering
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Number
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Percentage
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Number
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Percentage
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Champion River
Ventures Limited (3)
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5,769,230
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12.00%
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1,179,250
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4,589,980
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9.55%
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Pioneer Step
Holdings Limited (4)
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3,846,155
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8.00%
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786,167
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3,059,988
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6.37%
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*
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Less
than 1%
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(1)
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“Beneficial ownership” means that a person, directly or
indirectly, has or shares voting or investment power with respect
to a security or has the right to acquire such power within 60
days. The number of shares beneficially owned is determined as of
August 21, 2017, and the percentage is based upon 48,059,311 shares
of our Common Stock outstanding as of August 21, 2017.
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(2)
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Assumes
sale of all shares available for sale under this prospectus and no
further acquisitions of shares by the selling
stockholders.
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(3)
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Based
on beneficial ownership reported on Schedule 13D filed with SEC on
August 22, 2017, (i) Champion River Ventures Limited (“Champion River”) beneficially owned and had sole
voting and dispositive power with respect to 5,769,230 shares (the
“Champion
Shares”), (ii) Prime Tech
Global Limited (“Prime
Tech”), by virtue of
being the sole shareholder of Champion River, may be deemed to
beneficially own and have sole voting and dispositive power with
respect to the Champion Shares, (iii) Mayspin Management Limited
(“Mayspin”), by virtue of being the sole
shareholder of Prime Tech, may be deemed to beneficially own and
have sole voting and dispositive power with respect to the Champion
Shares, and (iv) Li Ka Shing, by virtue of being the sole
shareholder of Mayspin, may be deemed to beneficially own and have
sole voting and dispositive power with respect to the Champion
Shares. The registered office address for Champion River and
Mayspin is Vistra Corporate Services Centre, Wickhams Cay II, Road
Town, Tortola, VG1110, British Virgin Islands and the registered
office address for PrimeTech is P.O. Box 901, East Asia Chambers,
Road Town, Tortola, British Virgin Islands, and the correspondence
address for each of Champion River, PrimeTech, and Mayspin is c/o
7/F, Cheung Kong Center, 2 Queen’s Road Central, Hong
Kong.
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(4)
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Based
on beneficial ownership reported on Schedule 13D filed with SEC on
August 22, 2017, (i) Pioneer Step Holdings Limited (“Pioneer Step”) beneficially owned and had sole
voting and dispositive power with respect to 3,846,155 shares (the
“Pioneer
Shares”) and (ii) Chau
Hoi Shuen Solina Holly, by virtue of being the sole shareholder of
Pioneer Step, may be deemed to beneficially own and have sole
voting and dispositive power with respect to the Pioneer Shares.
The registered office address for Pioneer Step is Vistra Corporate
Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110,
British Virgin Islands and its correspondence address is c/o 29th
Floor, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong. The
business address of Solina Chau is c/o 29th Floor, Harbour Centre,
25 Harbour Road, Wanchai, Hong Kong.
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Relationship with Selling Stockholders
As
discussed in greater detail above under the section “Prospectus Summary – Private Placement,” in April 2017, we entered into the
Purchase Agreement with the selling stockholders pursuant to which
we sold and issued the Shares to the selling stockholders and
agreed with the selling stockholders to file a Registration
Statement to enable the resale of the Shares. Except as noted in
the footnotes to the Selling Stockholders table, none of the
selling stockholders has held any position or office with us or our
affiliates within the last three years or has had a material
relationship with us or any of our predecessors or affiliates
within the past three years, other than as a result of the
ownership of our shares or other securities.
PLAN OF
DISTRIBUTION
We are
registering the Shares issued to the selling stockholders to permit
the resale of these Shares by the holders of the Shares from time
to time after the date of this prospectus. We will not receive any
of the proceeds from the sale by the selling stockholders of the
Shares. We will bear all fees and expenses incident to our
obligation to register the Shares.
The
selling stockholders may sell all or a portion of the Shares
beneficially owned by them and offered hereby from time to time
directly or through one or more underwriters, broker-dealers or
agents. If the Shares are sold through underwriters or
broker-dealers, the selling stockholders will be responsible for
underwriting discounts or commissions or agent’s commissions. The Shares may be
sold on any national securities exchange or quotation service on
which the securities may be listed or quoted at the time of sale,
in the over-the-counter market or in transactions otherwise than on
these exchanges or systems or in the over-the-counter market and in
one or more transactions at fixed prices, at prevailing market
prices at the time of the sale, at varying prices determined at the
time of sale, or at negotiated prices. These sales may be effected
in transactions, which may involve crosses or block transactions.
The selling stockholders may use any one or more of the following
methods when selling shares:
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ordinary brokerage
transactions and transactions in which the broker-dealer solicits
purchasers;
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block
trades in which the broker-dealer will attempt to sell the shares
as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
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purchases by a
broker-dealer as principal and resale by the broker-dealer for its
account;
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an
exchange distribution in accordance with the rules of the
applicable exchange;
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privately
negotiated transactions;
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settlement of short
sales entered into after the effective date of the registration
statement of which this prospectus is a part;
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broker-dealers may
agree with the selling stockholders to sell a specified number of
such shares at a stipulated price per share;
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through
the writing or settlement of options or other hedging transactions,
whether such options are listed on an options exchange or
otherwise;
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a
combination of any such methods of sale; and
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any
other method permitted pursuant to applicable law.
The
selling stockholders also may resell all or a portion of the Shares
in open market transactions in reliance upon Rule 144 under the
Securities Act, as permitted by that rule, or Section 4(1) under
the Securities Act, if available, rather than under this
prospectus, provided that they meet the criteria and conform to the
requirements of those provisions.
Broker-dealers
engaged by the selling stockholders may arrange for other
broker-dealers to participate in sales. If the selling stockholders
effect such transactions by selling Shares to or through
underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of
discounts, concessions or commissions from the selling stockholders
or commissions from purchasers of the Shares for whom they may act
as agent or to whom they may sell as principal. Such commissions
will be in amounts to be negotiated, but, except as set forth in a
supplement to this prospectus, in the case of an agency transaction
will not be in excess of a customary brokerage commission in
compliance with FINRA Rule 5110.
In
connection with sales of the Shares, the selling stockholders may
enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of
the Shares in the course of hedging in positions they assume. The
selling stockholders may also sell Shares short and if such short
sale shall take place after the date that the Registration
Statement of which this prospectus is a part is declared effective
by the SEC, the selling stockholders may deliver shares of Common
Stock covered by this prospectus to close out short positions and
to return borrowed shares in connection with such short sales. The
selling stockholders may also loan or pledge Shares to
broker-dealers that in turn may sell such shares, to the extent
permitted by applicable law. The selling stockholders may also
enter into option or other transactions with broker-dealers or
other financial institutions or the creation of one or more
derivative securities which require the delivery to such
broker-dealer or other financial institution of shares offered by
this prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented
or amended to reflect such transaction). Notwithstanding the
foregoing, the selling stockholders have been advised that they may
not use shares registered on the Registration Statement of which
this prospectus is a part to cover short sales of our Common Stock
made prior to the date the Registration Statement, of which this
prospectus forms a part, has been declared effective by the
SEC.
The
selling stockholders may, from time to time, pledge or grant a
security interest in some or all of the shares of Common Stock
owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and
sell the Shares from time to time pursuant to this prospectus or
any amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act amending, if necessary,
the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under this
prospectus. The selling stockholders also may transfer and donate
the Shares in other circumstances in which case the transferees,
donees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this
prospectus.
The
selling stockholders and any broker-dealer or agents participating
in the distribution of the Shares may be deemed to be “underwriters” within the meaning of Section 2(11)
of the Securities Act in connection with such sales. In such event,
any commissions paid, or any discounts or concessions allowed to,
any such broker-dealer or agent and any profit on the resale of the
shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Selling
stockholders who are “underwriters” within the meaning of Section 2(11)
of the Securities Act will be subject to the prospectus delivery
requirements of the Securities Act and may be subject to certain
statutory liabilities of, including but not limited to, Sections
11, 12 and 17 of the Securities Act and Rule 10b-5 under the
Exchange Act.
Each
selling stockholder has informed the Company that it is not a
registered broker-dealer and does not have any written or oral
agreement or understanding, directly or indirectly, with any person
to distribute the Common Stock. Upon the Company being notified in
writing by a selling stockholder that any material arrangement has
been entered into with a broker-dealer for the sale of Common Stock
through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a
supplement to this prospectus will be filed, if required, pursuant
to Rule 424(b) under the Securities Act, disclosing (i) the name of
each such selling stockholder and of the participating
broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such shares of Common Stock were sold, (iv) the
commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s)
did not conduct any investigation to verify the information set out
or incorporated by reference in this prospectus, and (vi) other
facts material to the transaction. In no event shall any
broker-dealer receive fees, commissions and markups, which, in the
aggregate, would exceed eight percent (8%).
Under
the securities laws of some states, the Shares may be sold in such
states only through registered or licensed brokers or dealers. In
addition, in some states the Shares may not be sold unless such
shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is
complied with.
There
can be no assurance that any selling stockholder will sell any or
all of the Shares registered pursuant to the Registration
Statement, of which this prospectus forms a part.
Each
selling stockholder and any other person participating in such
distribution will be subject to applicable provisions of the
Exchange Act, and the rules and regulations thereunder, including,
without limitation, Regulation M of the Exchange Act, which may
limit the timing of purchases and sales of any of the Shares by the
selling stockholder and any other participating person. Regulation
M may also restrict the ability of any person engaged in the
distribution of the Shares to engage in market-making activities
with respect to the shares of Common Stock. All of the foregoing
may affect the marketability of the Shares and the ability of any
person or entity to engage in market-making activities with respect
to the Shares.
The
selling stockholders will pay any underwriting discounts and
commission incurred in disposing of the Shares. We will bear all
other expenses incident to our performance of or compliance with
the Registration Rights Agreement, including (i) all registration
and filing fees, (ii) all fees and expenses in connection with
compliance with any securities or “Blue Sky” laws, (iii) all printing and
delivery expenses, (iv) all fees and disbursements of counsel for
the Company and of all independent certified public accountants of
the Company, (v) Securities Act liability insurance or similar
insurance if the Company so desires or the underwriters so require
in accordance with then-customary underwriting practice, (vi) all
fees and expenses incurred in connection with the listing of the
Shares on any securities exchange, (vii) all reasonable fees and
disbursements of one legal counsel for the selling stockholders in
an amount not to exceed $50,000 in the aggregate during the term of
the Registration Rights Agreement, (viii) any reasonable fees and
disbursements of underwriters customarily paid by issuers or
sellers of securities, (ix) all fees and expenses of any special
experts retained by the Company in connection with any
registration, (x) all of the Company’s internal expenses (including all
salaries and expenses of its officers and employees performing
legal or accounting duties), (xi) all expenses related to the
“road-show” for any underwritten offering,
including all travel, meals and lodging and (xii) any other fees
and disbursements customarily paid by the issuers of securities. We
will indemnify the selling stockholders against certain
liabilities, including some liabilities under the Securities Act,
in accordance with the Registration Rights Agreement, or the
selling stockholders will be entitled to contribution. We may be
indemnified by the selling stockholders against civil liabilities,
including liabilities under the Securities Act, that may arise from
any written information furnished to us by the selling stockholders
specifically for use in this prospectus, in accordance with the
Registration Rights Agreement, or we may be entitled to
contribution.
The
validity of the Shares to be offered for resale by the selling
stockholders under this prospectus will be passed upon for us by
Cooley LLP, San Diego, California.
EXPERTS
The
financial statements, schedule and management’s assessment of the effectiveness of
internal control over financial reporting incorporated by reference
in this prospectus and elsewhere in the Registration Statement of
which this prospectus is a part have been so incorporated by
reference in reliance upon the reports of Marcum LLP, independent
registered public accountants, upon the authority of said firm as
experts in accounting and auditing.
INFORMATION INCORPORATED BY
REFERENCE
The SEC
allows us to “incorporate
by reference” into this
prospectus the information we file with them, which means that we
can disclose important information to you by referring you to those
documents. Any statement contained or incorporated by reference in
this prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement
contained herein, or in any subsequently filed document which also
is incorporated by reference herein, modifies or supersedes such
earlier statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus. We incorporate by reference
the documents listed below:
●
the
description of our common stock in our registration statement on
Form 8-A filed with the SEC on April 21, 2016, including any
amendments or reports filed for the purpose of updating such
description;
●
our
Annual Report on Form 10-K for the fiscal year ended December 31,
2016, filed with the SEC on March 16, 2017;
●
our
Quarterly Reports on Form 10-Q filed with the SEC on May 11, 2017
and August 10, 2017;
●
our
Current Reports on Form 8-K (other than information furnished
rather than filed) filed with the SEC on January 6, 2017, February
17, 2017, February 23, 2017, March 28, 2017, April 19, 2017, April
27, 2017, May 2, 2017, May 25, 2017, June 12, 2017, June 23, 2017,
August 14, 2017, August 21, 2017, August 23, 2017, September 6,
2017 and October 10, 2017; and
●
our
Definitive Proxy Statement on Schedule 14A and amendment thereto
filed with the SEC on May 1, 2017.
We also
incorporate by reference into this prospectus all documents (other
than Current Reports furnished under Item 2.02 or Item 7.01 of Form
8-K and exhibits filed on such form that are related to such items)
that are subsequently filed by us with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of the securities made by this
prospectus (including documents filed after the date of the initial
Registration Statement of which this prospectus is a part and prior
to the effectiveness of the Registration Statement). These
documents include periodic reports, such as Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K, as well as proxy statements.
Any
statement contained in this prospectus or in a document
incorporated or deemed to be incorporated by reference into this
prospectus will be deemed to be modified or superseded to the
extent that a statement contained in this prospectus or any
subsequently filed document that is deemed to be incorporated by
reference into this prospectus modifies or supersedes the
statement
You may
request a copy of these filings at no cost, by contacting us at the
following address or telephone number:
ChromaDex
Corporation
10005
Muirlands Boulevard
Suite
G
Irvine,
CA 92618
Attn.:
Corporate Secretary
Information
contained on our website, www.chromadex.com, is
not a prospectus and does not constitute part of this
prospectus.
WHERE YOU CAN FIND ADDITIONAL
INFORMATION
We file
annual, quarterly, and current reports, proxy statements and other
information with the SEC under the Exchange Act. You may read and
copy any document we file at the SEC’s Public Reference Room located at
100 F Street, N.E., Washington, D.C. 20549. You may obtain
information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. Our filings with the SEC also
are available from the SEC’s internet site at http://www.sec.gov,
which contains reports, proxy and information statements, and other
information regarding issuers that file electronically. You may
obtain a copy of these filings at no cost by writing us at the
following address: ChromaDex Corporation, 10005 Muirlands Boulevard
Suite G, Irvine, CA 92618, Attn.: Corporate Secretary.
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
|
Item 14.
|
Other Expenses of Issuance and Distribution.
|
The
following is a statement of the estimated expenses to be incurred
by us in connection with the registration of the securities under
this Registration Statement, all of which will be borne by
us.
|
Securities and
Exchange Commission Registration Fee
|
$958
|
|
Legal Fees and
Expenses
|
100,000
|
|
Accountants’
Fees and Expenses
|
20,000
|
|
Miscellaneous
|
9,042
|
|
Total
|
$130,000
|
|
Item 15.
|
Indemnification
of Directors and Officers.
|
Section
145 of the Delaware General Corporation Law, or the DGCL, empowers
a Delaware corporation to indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending, or
completed legal action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by
or in the right of such corporation), by reason of the fact that
such person was an officer or director of such corporation, or is
or was serving at the request of such corporation as a director,
officer, employee, or agent of another corporation or enterprise.
The indemnity may include expenses (including attorneys’ fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit, or proceeding,
provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
corporation’s best
interests, and, for criminal proceedings, had no reasonable cause
to believe his conduct was illegal. A Delaware corporation may
indemnify officers and directors in an action by or in the right of
the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the corporation in
the performance of his duty. Where an officer or director is
successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the
expenses which such officer or director actually and reasonably
incurred.
Our
bylaws provide that we will indemnify our directors and officers to
the fullest extent permitted by Delaware law, except that no
indemnification will be provided to a director, officer, employee,
or agent if the indemnification sought is in connection with a
proceeding initiated by such person without the authorization of
our board of directors. The bylaws also provide that the right of
directors and officers to indemnification shall be a contract right
and shall not be exclusive of any other right now possessed or
hereafter acquired under any statute, provision of the certificate
of incorporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise. The bylaws also permit us to
secure insurance on behalf of any officer, director, employee, or
other agent for any liability arising out of his or her actions in
such capacity, regardless of whether the bylaws would permit
indemnification of any such liability.
In
accordance with Section 102(b)(7) of the DGCL, our certificate of
incorporation provides that directors shall not be personally
liable for monetary damages for breaches of their fiduciary duty as
directors except for (i) breaches of their duty of loyalty to us or
our stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law, (iii)
certain transactions under Section 174 of the DGCL (unlawful
payment of dividends or unlawful stock purchases or redemptions),
or (iv) transactions from which a director derives an improper
personal benefit. The effect of this provision is to eliminate the
personal liability of directors for monetary damages or actions
involving a breach of their fiduciary duty of care, including any
actions involving gross negligence.
In
addition, we have entered into indemnification agreements with our
directors and officers that require us, among other things, to
indemnify them against certain liabilities that may arise by reason
of their status or service, so long as the indemnitee acted in good
faith and in a manner the indemnitee reasonably believed to be in
or not opposed to the best interests of ChromaDex, and, with
respect to any criminal action or proceeding, the indemnitee had no
reasonable cause to believe his or her conduct was unlawful. We
also maintain director and officer liability insurance to insure
our directors and officers against the cost of defense, settlement
or payment of a judgment under specified
circumstances.
Insofar
as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in
the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is therefore
unenforceable.
|
Item 16.
|
Exhibits.
|
|
Exhibit
Number
|
|
Description
|
|
|
Amended
and Restated Certificate of Incorporation of ChromaDex Corporation,
a Delaware corporation (incorporated by reference from, and filed
as Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed
with the SEC on March 16, 2017)
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|
|
|
|
|
|
|
Certificate
of Amendment to the Certificate of Incorporation of ChromaDex
Corporation, a Delaware corporation (incorporated by reference
from, and filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed
with the SEC on April 12, 2016)
|
|
|
|
|
|
|
|
Bylaws
of ChromaDex Corporation, a Delaware corporation (incorporated by
reference from, and filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed
with the SEC on June 24, 2008)
|
|
|
|
|
|
|
|
Amendment
to Bylaws of ChromaDex Corporation, a Delaware corporation
(incorporated by reference from, and filed as Exhibit 3.1 to the
Company’s Current Report
on Form 8-K filed with the SEC on July 19, 2016)
|
|
|
|
|
|
|
|
Form of
Stock Certificate representing shares of ChromaDex Corporation
Common Stock (incorporated by reference from, and filed as Exhibit
4.1 of the Company’s
Annual Report on Form 10-K filed with the SEC on April 3,
2009)
|
|
|
|
|
|
|
|
Investor’s
Rights Agreement, effective as of December 31, 2005, by and between
The University of Mississippi Research Foundation and ChromaDex
(incorporated by reference from, and filed as Exhibit 4.1 to the
Company’s Current Report
on Form 8-K filed with the SEC on June 24, 2008)
|
|
|
|
|
|
|
|
Tag-Along
Agreement effective as of December 31, 2005, by and among the
Company, Frank Louis Jaksch, Snr. & Maria Jaksch, Trustees of
the Jaksch Family Trust, Margery Germain, Lauren Germain, Emily
Germain, Lucie Germain, Frank Louis Jaksch, Jr., and the University
of Mississippi Research Foundation (incorporated by reference from,
and filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed
with the SEC on June 24, 2008)
|
|
|
|
|
|
|
|
Form of
Stock Certificate representing shares of ChromaDex Corporation
Common Stock (New design effective as of January 1, 2016,
incorporated by reference from and filed as Exhibit 4.4 to the
Company’s Annual Report
on Form 10-K filed with the SEC on March 17, 2016)
|
|
|
|
|
|
|
|
Opinion
of Cooley LLP
|
|
|
|
|
|
|
|
Securities
Purchase Agreement, dated April 26, 2017, by and among ChromaDex
Corporation and the Purchasers (incorporated by reference from, and
filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed
with the SEC on April 27, 2017)
|
|
|
|
|
|
|
|
First
Amendment to Securities Purchase Agreement, dated May 24, 2017, by
and among ChromaDex Corporation and the Purchasers (incorporated by
reference from, and filed as Exhibit 99.1 to the
Company’s Current Report
on Form 8-K filed with the SEC on May 25, 2017)
|
|
|
|
|
|
|
|
Consent
of Marcum LLP
|
|
|
|
|
|
|
|
Consent
of Cooley (included in Exhibit 5.1)
|
|
|
|
|
|
|
|
Powers
of Attorney (included in signature page hereto)
|
|
|
Item 17.
|
Undertakings.
|
The
undersigned registrant hereby undertakes:
|
(a)(1)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
|
|
|
(i)
|
to
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
|
|
|
(ii)
|
to
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
“Calculation of
Registration Fee” table
in the effective registration statement;
|
|
|
(iii)
|
to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
|
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii) of this section do not apply if the registration
statement is on Form S-3 and the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration
statement.
|
|
(2)
|
That,
for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
|
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
|
|
|
(4)
|
That,
for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
|
|
|
(i)
|
each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall
be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the
registration statement; and
|
|
|
(ii)
|
each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5)
or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii) or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act shall be deemed to be part
of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the
securities in the registration statement to which the prospectus
relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective
date.
|
|
(b)
|
The
undersigned registrant undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the
registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit
plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
|
|
(c)
|
Insofar
as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted
by such director, officer, or controlling person of the registrant
in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irvine,
State of California, October 31, 2017.
|
|
CHROMADEX
CORPORATION
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Frank
L. Jaksch Jr.
|
|
|
|
|
Frank L. Jaksch
Jr.
|
|
|
|
|
Chief
Executive Officer
|
|
POWER OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Frank
L. Jaksch Jr. and Kevin M. Farr, and each of them, as his or her
true and lawful attorney-in-fact and agent, each acting alone, with
full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to
this Registration Statement on Form S-3, and to file the same, with
all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or
her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
||
|
/s/
FRANK L. JAKSCH JR.
Frank
L. Jaksch Jr.
|
|
Chief
Executive Officer and Director
(Principal
Executive Officer)
|
|
October
31, 2017
|
|
/s/
KEVIN M. FARR
Kevin
M. Farr
|
|
Chief
Financial Officer and Secretary
(Principal
Financial and Accounting Officer)
|
|
October
31, 2017
|
|
/s/
ROBERT FRIED
Robert
Fried
|
|
President,
Chief Strategy Officer and Director
|
|
October
31, 2017
|
|
/s/
STEPHEN ALLEN
Stephen
Allen
|
|
Chairman
of the Board and Director
|
|
October
31, 2017
|
|
/s/
STEPHEN BLOCK
Stephen
Block
|
|
Director
|
|
October
31, 2017
|
|
/s/
JEFF BAXTER
Jeff
Baxter
|
|
Director
|
|
October
31, 2017
|
|
/s/
KURT GUSTAFSON
Kurt
Gustafson
|
|
Director
|
|
October
31, 2017
|
|
/s/
TONY LAU
Tony
Lau
|
|
Director
|
|
October
31, 2017
|
|
/s/
STEVEN RUBIN
Steven
Rubin
|
|
Director
|
|
October
31, 2017
|
|
/s/
WENDY YU
Wendy
Yu
|
|
Director
|
|
October
31, 2017
|
II-4