ISDR Blueprint iXBRL Document
0001386570
false
0001386570
2021-02-23
2021-02-23
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): February 23,
2021
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 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, on February 20, 2021, ChromaDex Corporation
(the “Company”) entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with EverFund
(the “Purchaser”), pursuant to which the Company
agreed to sell and issue an aggregate of $25.0 million of the
Company’s common stock (“Common Stock”), par
value $0.001 per share, at a purchase price of $6.50 per share
(the “Financing”). On February 23, 2021, the
Company closed the Financing, and, in connection therewith,
issued 3,846,153 shares of its
Common Stock (the “Shares”) to the
Purchaser.
The Shares are not registered under the Securities Act of 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 Purchaser’s execution of the Purchase Agreement, the
Purchaser represented to the Company that it is an
“accredited investor” as defined in Regulation D of the
Securities Act and that the Shares purchased were acquired solely
for its 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:
February 25, 2021
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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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