8K
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): January 21, 2018
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
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e)
Amendment to 2017 Equity Incentive Plan
On
January 21, 2018, the Board of Directors (the “Board”)
of ChromaDex Corporation (the “Company”) unanimously
approved an amendment to the Company’s 2017 Equity Incentive
Plan (the “2017 EIP”) to, among other things, reserve
an additional 500,000 shares of the Company’s common stock to
be used exclusively for grants of awards to individuals who were
not previously employees or non-employee directors of the Company
(or following a bona fide period of non-employment with the
Company), as an inducement material to the individual’s entry
into employment with the Company within the meaning of Rule
5635(c)(4) of the NASDAQ Listing Rules (“Rule
5635(c)(4)”). The 2017 EIP was amended by the Board without
stockholder approval pursuant to Rule 5635(c)(4).
A
complete copy of the 2017 EIP, as amended, is filed herewith as
Exhibit 99.1. The above summary of the amendment to the 2017 EIP
does not purport to be complete and is qualified in its entirety by
reference to such exhibit.
Stock Option Grants
On
January 21, 2018, the Board approved the grant of stock options to
certain of the Company’s executive officers. The following
table sets forth the number of shares underlying the stock option
grants to such executive officers:
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Name
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Title
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Frank
Jaksch
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Chief Executive
Officer
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50,000
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Robert
Fried
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President, Chief
Operating Officer and Chief Strategy Officer
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300,000
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Troy
Rhonemus
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Senior Vice
President and Chief Medical Officer
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120,000
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The
stock options described above were granted under the 2017 EIP and
have a per share exercise price equal to $5.85, the closing price
of the Company’s common stock as reported on The NASDAQ
Capital Market on January 19, 2018.
The
options for Mr. Jaksch and Mr. Rhonemus are subject to a four-year
vesting schedule, with 25% vesting one year after the vesting
commencement date and the balance vesting monthly over the
remaining 36 months, subject to the respective optionholder’s
continuous service. 83,333 shares subject to the option for Mr.
Fried were vested on the date of grant, and the remaining shares
subject to the option for Mr. Fried will vest monthly over the next
26 months, subject to Mr. Fried’s continuous
service.
The
option for Mr. Jaksch provides for full vesting acceleration of all
of the shares subject to the option if Mr. Jaksch resigns for good
reason or is terminated without cause, subject to Mr. Jaksch
entering into a separation, waiver and release agreement. The
option for Mr. Fried provides for full vesting acceleration of all
of the shares subject to the option upon (a) a change in control of
the Company, (b) Mr. Fried’s death, (c) Mr. Fried’s
disability, (d) termination by the Company of Mr. Fried’s
employment without cause or (e) Mr. Fried’s resignation for
good reason, subject in each case to Mr. Fried’s continuous
service through such event. The option for Mr. Rhonemus provides
for full vesting acceleration of all of the shares subject to the
option if (i) a change in control of the Company occurs and (ii)
within one month prior to the date of such change in control or up
to 12 months after the date of such change in control Mr.
Rhonemus’ employment relationship is terminated by the
Company other than for cause.
Item 9.01.
Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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ChromaDex
Corporation 2017 Equity Incentive Plan, as amended.
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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:
January 23, 2018
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By:
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/s/
Frank L. Jaksch, Jr.
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Name:
Frank L. Jaksch, Jr.
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Chief
Executive Officer
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