10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

Commission File Number: 001-37752

CHROMADEX CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	26-2940963
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
10900 Wilshire Blvd. Suite 600, Los Angeles, California	90024
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (310) 388-6706

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of Each exchange on which registered
Common Stock, $0.001 par value per share	CDXC	The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☑

Yes

☐

No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☑

Yes

☐

No

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company or emerging growth company. See definition of “large accelerated filer, accelerated filer, smaller reporting company and emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☑

Smaller reporting company

☑

Emerging growth company

☐

If an emerging growth company, indicate 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.

☐

Yes

☐

No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐

Yes

☑

No

As of May 10, 2022 there were 68,334,586 shares of the registrant’s common stock issued and outstanding.

CHROMADEX CORPORATION

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I - Financial Information (unaudited)	Pg.
Item 1. Financial Statements (unaudited):	3
Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021	3
Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and March 31, 2021.	4
Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2022 and March 31, 2021	5
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and March 31, 2021	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 4. Controls and Procedures	28
PART II - Other Information
Item 1. Legal Proceedings	28
Item 1A. Risk Factors	30
Item 6. Exhibits	51
Signatures	53

PART I

Item 1.    FINANCIAL STATEMENTS (unaudited)

ChromaDex Corporation and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(In thousands except par values, unless otherwise indicated)

	Mar 31, 2022		Dec 31, 2021
Assets
Current assets
Cash, including restricted cash of $0.2 million as of both dates	$	20,993	$	28,219
Trade receivables, net of allowances of $54 and $65, respectively; Including receivables from Related Party of: $2.3 million and $2.1 million, respectively.	6,310		5,226
Inventories	15,307		13,601
Prepaid expenses and other assets	1,913		1,859
Total current assets	44,523		48,905
Leasehold improvements and equipment, net	2,940		3,003
Intangible assets, net	808		857
Right-of-use assets	4,053		4,352
Other long-term assets	606		723
Total assets	$	52,930	$	57,840
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	9,780	$	10,423
Accrued expenses	8,126		6,481
Current maturities of operating lease obligations	630		528
Current maturities of finance lease obligations	17		20
Customer deposits	141		161
Total current liabilities	18,694		17,613
Deferred revenue	4,346		4,346
Operating lease obligations, less current maturities	4,013		4,154
Total liabilities	27,053		26,113
Commitments and Contingencies (Note 10)
Stockholders' Equity
Common stock, $0.001 par value; authorized 150,000 shares; 68,149 shares and 68,126 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively.	68		68
Additional paid-in capital	202,502		200,614
Accumulated deficit	(176,693)		(168,953)
Cumulative translation adjustments	—		(2)
Total stockholders' equity	25,877		31,727
Total liabilities and stockholders' equity	$	52,930	$	57,840

See accompanying notes to condensed consolidated financial statements.

ChromaDex Corporation and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

(In thousands, except per share data)

	Three Months Ended March 31,
	2022		2021
Sales, net	$	17,259	$	14,683
Cost of sales	6,727		5,449
Gross profit	10,532		9,234
Operating expenses:
Sales and marketing	8,237		6,258
Research and development	1,078		787
General and administrative	8,949		9,551
Total operating expenses	18,264		16,596
Operating loss	(7,732)		(7,362)
Interest expense, net	(8)		(19)
Net loss	$	(7,740)	$	(7,381)
Basic and diluted loss per common share	$	(0.11)	$	(0.12)
Basic and diluted weighted average common shares outstanding	68,314		64,164

See accompanying notes to condensed consolidated financial statements.

ChromaDex Corporation and Subsidiaries

Unaudited Condensed Consolidated Statement of Stockholders' Equity

(In thousands, unless otherwise indicated)

	Three Months Ended March 31, 2022
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Cumulative Translation Adjustments		Total Stockholders' Equity
	Shares	Amount
Balance, January 1, 2022	68,126	$	68	$	200,614	$	(168,953)	$	(2)	$	31,727
Issuance of restricted stock	23	—		—						—
Share-based compensation	—	—		1,888		—		—		1,888
Translation adjustment	—	—		—		—		2		2
Net loss	—	—		—		(7,740)		—		(7,740)
Balance, March 31, 2022	68,149	$	68	$	202,502	$	(176,693)	$	—	$	25,877

	Three Months Ended March 31, 2021
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Cumulative Translation Adjustments		Total Stockholders' Equity
	Shares	Amount
Balance, January 1, 2021	61,881	$	62	$	158,190	$	(141,825)	$	(3)	$	16,424
Issuance of common stock, net of offering costs of $0.1 million	3,846	4		24,867						24,871
Issuance of common stock resulting from the exercise of stock options	1,975	2		8,631		—		—		8,633
Share-based compensation	—	—		1,284		—		—		1,284
Translation adjustment	—	—		—		—		1		1
Net loss	—	—		—		(7,381)		—		(7,381)
Balance, March 31, 2021	67,702	$	68	$	192,972	$	(149,206)	$	(2)	$	43,832

See accompanying notes to condensed consolidated financial statements.

ChromaDex Corporation and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands, unless otherwise indicated)

	Three Months Ended March 31,
	2022		2021
Cash Flows From Operating Activities
Net loss	$	(7,740)	$	(7,381)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of leasehold improvements and equipment	201		221
Amortization of intangibles	49		60
Amortization of right of use assets	299		126
Share-based compensation expense	1,888		1,284
Provision for doubtful trade receivables	10		14
Non-cash financing costs	18		28
Changes in operating assets and liabilities:
Trade receivables	(1,094)		(1,967)
Inventories	(1,706)		(1,079)
Implementation costs for cloud computing arrangement	(114)		(28)
Prepaid expenses and other assets	46		74
Accounts payable	(643)		2,248
Accrued expenses	1,645		1,196
Customer deposits and other	(18)		(47)
Operating lease liabilities	(39)		(154)
Net cash used in operating activities	(7,198)		(5,405)
Cash Flows From Investing Activities
Purchases of leasehold improvements and equipment	(25)		(46)
Net cash used in investing activities	(25)		(46)
Cash Flows From Financing Activities
Proceeds from issuance of common stock, net	—		24,871
Proceeds from exercise of stock options	—		8,633
Payment of debt issuance costs	—		(44)
Principal payments on finance leases	(3)		(15)
Net cash (used in) provided by financing activities	(3)		33,445
Net (decrease) increase in cash	(7,226)		27,994
Cash, including restricted cash of $0.2 million for both periods - beginning of period	28,219		16,697
Cash, including restricted cash of $0.2 million for both periods - end of period	$	20,993	$	44,691
Supplemental Disclosures of Cash Flow Information
Cash payments for interest on finance leases	$	—	$	1
Cash payments for principal on operating lease liabilities	$	58	$	154

See accompanying notes to condensed consolidated financial statements.

Note 1. Nature of Business

ChromaDex Corporation and its wholly owned subsidiaries, ChromaDex, Inc., ChromaDex Analytics, Inc., ChromaDex Asia Limited, ChromaDex Europa B.V. and ChromaDex Sağlik Ürünleri Anonim Şirketi (collectively, “ChromaDex”, the “Company”) are a global bioscience company dedicated to healthy aging. The ChromaDex team, which includes world-renowned scientists, is pioneering research on nicotinamide adenine dinucleotide (NAD+), an essential coenzyme that is a key regulator of cellular metabolism and is found in every cell of the human body. NAD+ levels in humans have been shown to decline with age, among other factors, and may be increased through supplementation with NAD+ precursors.

ChromaDex is the innovator behind NAD+ precursor nicotinamide riboside (NR), commercialized as the flagship ingredient Niagen®. Nicotinamide riboside and other NAD+ precursors are protected by ChromaDex’s patent and/or licensed rights portfolio. The Company delivers Niagen® as the sole active ingredient in its consumer product Tru Niagen®. The Company further develops and commercializes proprietary-based ingredient technologies and supplies these ingredients as raw materials to the manufacturers of consumer products. The Company also offers natural product fine chemicals, known as phytochemicals, and related research and development services.

Note 2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “GAAP”) for interim financial information and the instructions to Form 10-Q and Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the interim condensed consolidated financial statements include all adjustments (including normal recurring adjustments) necessary for a fair presentation of the financial condition, results of operations and cash flows for such periods. Results of operations for any interim period are not necessarily indicative of results for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2021 Annual Report on Form 10-K filed with the SEC.

Basis of Consolidation: The accompanying unaudited condensed financial statements and notes thereto have been prepared on a consolidated basis and reflect the consolidated financial position of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated from these financial statements.

Reclassifications: Certain prior period results have been reclassified to be consistent with the current period presentation.

Significant Accounting policies: There have been no changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2022, that have had a material impact on the Company’s condensed financial statements and related notes.

Recent Accounting Pronouncements: In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard’s main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope. The new guidance represents significant changes to accounting for credit losses: (i) full lifetime expected credit losses will be recognized upon initial recognition of an asset in scope; (ii) the current incurred loss impairment model that recognizes losses when a probable threshold is met will be replaced with the expected credit loss impairment method without recognition threshold; and (iii) the expected credit losses estimate will be based upon historical information, current conditions, and reasonable and supportable forecasts. ASU 2016-13 introduces two distinctive credit loss impairment models: (i) current expected credit loss impairment model (Subtopic 326-20) applicable to financial assets measured at amortized cost; and (ii) available-for-sale debt securities impairment model (Subtopic 326-30). ASU 2016-13 is effective for public entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Public entities that qualify as a smaller reporting company can elect to defer compliance effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements.

Note 3. Liquidity 

Evaluation of Ability to Maintain Current Level of Operations

In connection with the preparation of these condensed consolidated financial statements for the three months ended March 31, 2022, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to meet its obligations as they became due over the next twelve months from the date of issuance of the Company’s first quarter of 2022 interim condensed consolidated financial statements. Management assessed that there were such conditions and events, including a history of recurring operating losses, negative cash flows from operating activities and the continued impact of the COVID-19 pandemic. The Company incurred a net loss of $7.7 million and used net cash in operating activities of $7.2 million for the three months ended March 31, 2022.

Management evaluated these conditions and anticipates that its current cash and cash equivalents of $21.0 million, including restricted cash of approximately $0.2 million, and cash to be generated from net sales will be sufficient to meet its projected operating plans through at least the next twelve months from the issuance date of these financial statements. The Company may, however, seek additional capital within the next twelve months, both to fund its projected operating plans after the next twelve months and/or to fund the Company’s longer-term strategic objectives.

The Company has an available line of credit up to $10.0 million, subject to certain terms and conditions, from Western Alliance Bank which had no outstanding borrowings as of March 31, 2022. In June 2020, the Company filed a $125 million registration statement on Form S-3 with the SEC, utilizing a “shelf” registration process. Under this shelf registration process, the Company may sell securities from time to time, including up to $50 million pursuant to the At Market Issuance Sales Agreement, dated as of June 12, 2020, with B. Riley FBR, Inc. and Raymond James & Associates, Inc. (ATM Facility). As of March 31, 2022, approximately $47.8 million remains available under the ATM Facility.

Note 4. Earnings Per Share Applicable to Common Stockholders

The following table sets forth the computations of earnings per share amounts applicable to common stockholders for the three months ended March 31, 2022 and 2021:

	Three Months Ended March 31,
(In thousands, except per share data)	2022		2021
Net loss	$	(7,740)	$	(7,381)
Basic and diluted loss per common share	$	(0.11)	$	(0.12)
Basic and diluted weighted average common shares outstanding (1):	68,314		64,164
Potentially dilutive securities (2):
Stock options	11,954		11,466
Restricted stock units	356		—

(1) Includes approximately 0.2 million nonvested shares of restricted stock for the three months ended March 31, 2022 and 2021 which are participating securities that feature voting and dividend rights.

(2) Excluded from the computation of loss per share as their impact is antidilutive.

Note 5. Business Segments

The Company has the following three reportable segments:

•Consumer Products segment: provides finished dietary supplement products that contain the Company's proprietary ingredients directly to consumers as well as to distributors;

•Ingredients segment: develops and commercializes proprietary-based ingredient technologies and supplies these ingredients as raw materials to the manufacturers of consumer products; and,

•Analytical Reference Standards and Services segment: offers the supply of phytochemical reference standards and other research and development services.

The Company’s reportable segments are significant operating segments that offer differentiated services. This structure reflects the Company’s current operational and financial management and provides the best structure to maximize the Company's objectives and investment strategy, while maintaining financial discipline. The Company's Chief Executive Officer, who is its chief operating decision maker (CODM), reviews financial information for each operating segment to evaluate performance and allocate resources. The Company evaluates performance and allocates resources based on reviewing gross margin by reportable segment. The Company's CODM does not review assets by segment in his evaluation and therefore assets by segment are not disclosed below. There are no intersegment sales that require elimination. The “Corporate and other” classification includes corporate items not allocated by the Company to each reportable segment.

The following tables set forth financial information by segment:

Three months ended March 31, 2022	Consumer Products segment		Ingredients segment		Analytical Reference Standards and Services segment		Corporate and other		Total
(In thousands)
Net sales	$	14,937	$	1,427	$	895	$	—	$	17,259
Cost of sales	5,252		722		753		—		6,727
Gross profit	9,685		705		142		—		10,532
Operating expenses:
Sales and marketing	8,074		24		139		—		8,237
Research and development	1,002		76		—		—		1,078
General and administrative	—		—		—		8,949		8,949
Operating expenses	9,076		100		139		8,949		18,264
Operating income (loss)	$	609	$	605	$	3	$	(8,949)	$	(7,732)

Three months ended March 31, 2021	Consumer Products segment		Ingredients segment		Analytical Reference Standards and Services segment		Corporate and other		Total
(In thousands)
Net sales	$	12,437	$	1,315	$	931	$	—	$	14,683
Cost of sales	4,203		563		683		—		5,449
Gross profit	8,234		752		248		—		9,234
Operating expenses:
Sales and marketing	6,111		10		137		—		6,258
Research and development	718		69		—		—		787
General and administrative	—		—		—		9,551		9,551
Operating expenses	6,829		79		137		9,551		16,596
Operating income (loss)	$	1,405	$	673	$	111	$	(9,551)	$	(7,362)

Disaggregation of Revenue

The Company disaggregates its revenue from contracts with customers by type of goods or services for each of its segments, as the Company believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Disaggregated revenues are as follows:

Three Months Ended March 31, 2022	Consumer Products Segment		Ingredients Segment		Analytical Reference Standards and Services Segment		Total
(In thousands)
Tru Niagen®, Consumer Product	$	14,937	$	—	$	—	$	14,937
Niagen® Ingredient	—		1,131		—		1,131
Subtotal Niagen® Related	$	14,937	$	1,131	$	—	$	16,068
Other Ingredients	—		296		—		296
Reference Standards	—		—		883		883
Consulting and Other	—		—		12		12
Subtotal Other Goods and Services	$	—	$	296	$	895	$	1,191
Total Net Sales	$	14,937	$	1,427	$	895	$	17,259

Three Months Ended March 31, 2021	Consumer Products Segment		Ingredients Segment		Analytical Reference Standards and Services Segment		Total
(In thousands)
Tru Niagen®, Consumer Product	$	12,437	$	—	$	—	$	12,437
Niagen® Ingredient	—		1,203		—		1,203
Subtotal Niagen® Related	$	12,437	$	1,203	$	—	$	13,640
Other Ingredients	—		112		—		112
Reference Standards	—		—		800		800
Consulting and Other	—		—		131		131
Subtotal Other Goods and Services	$	—	$	112	$	931	$	1,043
Total Net Sales	$	12,437	$	1,315	$	931	$	14,683

Disclosure of Major Customers

Major customers are defined as customers whose sales or trade receivables individually consist of more than ten percent of total sales or total trade receivables, respectively. Percentage of net sales from major customers of the Company’s consumer products segment for the periods indicated were as follows:

	Three Months Ended March 31,
Major Customers	2022		2021
A.S. Watson Group - Related Party	14.8	%	10.6	%

The percentage of the amounts due from major customers to total trade receivables, net for the periods indicated were as follows:

Major Customers	At Mar 31, 2022		At Dec 31, 2021
A.S. Watson Group - Related Party	36.5	%	39.6	%
Persona	10.1	%	10.3	%
Life Extension	*		22.1	%
Amazon Marketplaces	15.0	%	*

* Represents less than 10%

Note 6. Related Party Transactions

The Company has two related parties, A.S. Watson Group and Horizon Ventures, through common ownership of an enterprise that beneficially owns more than 10% of the common stock of the Company. The sale of consumer products and corresponding trade receivables to related parties during the periods indicated are as follows:

	Net Sales				Trade Receivable as of
	Three Months Ended March 31,				March 31,		December 31,
	2022		2021		2022		2021
A.S. Watson Group - Related Party	$2.6	million	$1.6	million	$2.3	million	$2.1	million
Total	$2.6	million	$1.6	million	$2.3	million	$2.1	million

Note 7. Inventories

The Company's major classes of inventory and corresponding balances as of March 31, 2022 and December 31, 2021 are as follows:

(In thousands)	Mar 31, 2022		Dec 31, 2021
Consumer Products - Finished Goods	$	7,383	$	6,823
Consumer Products - Work in Process	4,323		4,131
Bulk ingredients	3,071		2,131
Reference standards	530		516
Total Inventory	$	15,307	$	13,601

Note 8. Leases

The Company accounts for its leases in accordance with ASU No. 2016-02 (Topic 842) which requires that a lessee recognize the assets and liabilities that arise from operating leases. The ASU requires lessees to recognize a liability for lease obligations, which represents the discounted obligation to make future lease payments, and a corresponding right-of-use (ROU) asset on the balance sheet. The Company leases office space facilities and a research and development laboratory under non-cancelable operating leases with varying expirations extending through fiscal year 2028. The lease agreements provide for renewal options and rent escalation over the lease term as well as require the Company to pay maintenance, insurance and property taxes. Lease expense is recognized on a straight-line basis over the term of the lease.

Operating Leases

As of March 31, 2022, the Company had right-of-use assets and corresponding operating lease liabilities of approximately $4.1 million and $4.6 million, respectively. For the three months ended March 31, 2022 and 2021, the components of operating lease expense are as follows:

	Three Months Ended March 31,
(In thousands)	2022		2021
Operating leases
Operating lease expense	$	256	$	154
Variable lease expense	40		40
Operating lease expense	296		194
Short-term lease rent expense	64		62
Total expense	$	360	$	256

	At March 31, 2022
Weighted-average remaining lease term (years), operating leases	5.0
Weighted-average discount rate, operating leases	5.8	%

Future minimum lease payments under operating leases as of March 31, 2022 are as follows:

Year	(In thousands)
2022 (Remainder)	$	620
2023	949
2024	1,159
2025	1,141
2026	906
2027	498
Thereafter	179
Total	5,452
Less present value discount	(809)
Present value of total operating lease liabilities	4,643
Less current portion	(630)
Long-term obligations under operating leases	$	4,013

Note 9. Share-Based Compensation

Equity Plans

The Company grants awards to recipients through the 2017 Equity Incentive Plan, as amended (the 2017 Plan), which was approved by stockholders and the Board of Directors. The 2017 Plan provided for the issuance of shares that total no more than the sum of (i) 14,500,000 new shares, (ii) approximately 384,000 unallocated shares remaining available for the grant of new awards under the Second Amended and Restated 2007 Equity Incentive Plan, (iii) any returning shares such as forfeited, cancelled, or expired shares and (iv) 500,000 shares pursuant to an inducement award. The number of shares available to be issued under the 2017 Plan will be reduced by (i) one share for each share that relates to an option or stock appreciation right award and (ii) 1.5 shares for each share which relates to an award other than a stock option or stock appreciation right award (a full-value award). As of March 31, 2022, there were approximately 3.1 million remaining shares available for issuance under this plan. Options expire 10 years from the date of grant.

General Vesting Conditions

The Company’s stock options and restricted stock unit awards are generally subject to a one-year cliff vesting period after which 1/3 of the shares vest with the remaining shares vesting ratably over a two-year period subject to the passage of time. Additionally, certain stock option awards are market or performance based and vest based on certain triggering events established by the Compensation Committee.

Stock Options

The fair value of the Company’s stock options that are not market based are estimated at the grant date using the Black-Scholes option pricing model. The Company used the following weighted average assumptions for options granted during the three months ended March 31, 2022:

Weighted Average:	Three Months Ended March 31, 2022
Expected term	5.7 years
Expected volatility	76.5	%
Risk-free rate	1.9	%
Expected dividends	—	%

Service Period Based Stock Options

The following table summarizes activity of service period-based stock options during the three months ended March 31, 2022:

		Weighted Average
(In thousands except per-share data and remaining contractual term)	Number of Options	Exercise Price		Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2021	9,495	$	4.65	6.5	$	2,452
Options Granted	1,745	2.69
Options Exercised	—	—			—
Options Forfeited	(326)	4.83
Outstanding at March 31, 2022	10,914	$	4.33	6.5	$	95	*
Exercisable at March 31, 2022	7,261	$	3.93	5.0	$	95	*

*The aggregate intrinsic values in the table above are based on the Company’s stock price of $2.46, which is the closing price of the Company’s stock on the last day of business for the period ended March 31, 2022.

Restricted Stock Units

The following table summarizes activity of restricted stock units during the three months ended March 31, 2022:

(In thousands except per share fair value)	Number of RSUs	Weighted Average Fair Value
Unvested shares at December 31, 2021	115	$	10.21
Granted	272	2.66
Vested	(23)	11.83
Forfeited	(8)	11.83
Unvested shares at March 31, 2022	356	$	4.28
Expected to vest at March 31, 2022	356	$	4.28

Total Share-Based Compensation

Total share-based compensation expense was as follows:

	Three Months Ended March 31,
(In thousands)	2022		2021
Share-based compensation expense
Cost of sales	$	57	$	40
Sales and marketing	321		388
Research and development	225		138
General and administrative	1,285		718
Total	$	1,888	$	1,284

In future periods, the Company expects to recognize approximately $10.1 million and $1.4 million in share-based compensation expense for unvested options and unvested restricted stock units, respectively, that were outstanding as of March 31, 2022. Future share-based compensation expense will be recognized over 2.1 and 2.5 weighted average years for unvested options and restricted stock units, respectively.

Note 10. Commitments and Contingencies

Legal proceedings

1. Elysium Health, LLC

(A) California Action

On December 29, 2016, ChromaDex filed a complaint in the United States District Court for the Central District of California, naming Elysium Health, Inc. (together with Elysium Health, LLC, “Elysium”) as defendant (Complaint). On January 25, 2017, Elysium filed an answer and counterclaims in response to the Complaint (together with the Complaint, the “California Action”). Over the course of the California Action, the parties have each filed amended pleadings several times and have each engaged in several rounds of motions to dismiss and one round of motion for judgment on the pleadings with respect to various claims. Most recently, on November 27, 2018, ChromaDex filed a fifth amended complaint that added an individual, Mark Morris, as a defendant. Elysium and Morris (Defendants) moved to dismiss on December 21, 2018. The court denied Defendants’ motion on February 4, 2019. Defendants filed their answer to ChromaDex’s fifth amended complaint on February 19, 2019. ChromaDex filed an answer to Elysium’s restated counterclaims on March 5, 2019. Discovery closed on August 9, 2019.

On August 16, 2019, the parties filed motions for partial summary judgment as to certain claims and counterclaims. The parties filed opposition briefs on August 28, 2019, and reply briefs on September 4, 2019. On October 9, 2019, among other things, the court vacated the previously scheduled trial date, ordered supplemental briefing with respect to certain issues related to summary judgment. Elysium filed its opening supplemental brief on October 30, 2019, ChromaDex filed its opening supplemental brief on November 18, 2019, and Elysium filed a reply brief on November 27, 2019, and the court heard argument on January 13, 2020. On January 16, 2020, the court granted both parties’ motions for summary judgment in part and denied both in part. On ChromaDex’s motion, the court granted summary judgment in favor of ChromaDex on Elysium’s counterclaims for (i) breach of contract related to manufacturing Niagen® according to the defined standard, selling Niagen® and ingredients that are substantially similar to pterostilbene to other customers, distributing the Niagen® product specifications, and failing to provide information concerning the quality and identity of Niagen®, and (ii) breach of the implied covenant of good faith and fair dealing. The court denied summary judgment on Elysium’s counterclaims for (i) fraudulent inducement of the Trademark License and Royalty Agreement, dated February 3, 2014, by and between ChromaDex and Elysium (License Agreement), (ii) patent misuse, and (iii) unjust enrichment. On Elysium’s motion, the court granted summary judgment in favor of Elysium on ChromaDex’s claim for damages related to $110,000 in avoided costs arising from documents that Elysium used in violation of the Supply Agreement, dated February 3, 2014, by and between ChromaDex and Elysium, as amended (Niagen® Supply Agreement). The court denied summary judgment on Elysium’s counterclaim for breach of contract related to certain refunds or credits to Elysium. The court also denied summary judgment on ChromaDex’s breach of contract claim against Morris and claims for disgorgement of $8.3 million in Elysium’s resale profits, $600,000 for a price discount received by Elysium, and $684,781 in Morris’s compensation.

Following the court’s January 16, 2020 order, ChromaDex’s claims asserted in the California Action, among other allegations, were that (i) Elysium breached the Supply Agreement, dated June 26, 2014, by and between ChromaDex and Elysium (pTeroPure® Supply Agreement), by failing to make payments to ChromaDex for purchases of pTeroPure® and by improper disclosure of confidential ChromaDex information pursuant to the pTeroPure® Supply Agreement, (ii) Elysium breached the Niagen® Supply Agreement, by failing to make payments to ChromaDex for purchases of Niagen®, (iii) Defendants willfully and maliciously misappropriated ChromaDex trade secrets concerning its ingredient sales business under both the California Uniform Trade Secrets Act and the Federal Defend Trade Secrets Act, (iv) Morris breached two confidentiality agreements he signed by improperly stealing confidential ChromaDex documents and information, (v) Morris breached his fiduciary duty to ChromaDex by lying to and competing with ChromaDex while still employed there, and (vi) Elysium aided and abetted Morris’s breach of fiduciary duty. ChromaDex sought damages and interest for Elysium’s alleged breaches of the Niagen® Supply Agreement and pTeroPure® Supply Agreement and Morris’s alleged breaches of his confidentiality agreements, compensatory damages and interest, punitive damages, injunctive relief, and attorney’s fees for Defendants’ alleged willful and malicious misappropriation of ChromaDex’s trade secrets, and compensatory damages and interest, disgorgement of all benefits received, and punitive damages for Morris’s alleged breach of his fiduciary duty and Elysium’s aiding and abetting of that alleged breach.

Elysium’s claims alleged in the California Action were that (i) ChromaDex breached the Niagen® Supply Agreement by not issuing certain refunds or credits to Elysium, (ii) ChromaDex fraudulently induced Elysium into entering into the License Agreement, (iv) ChromaDex’s conduct constitutes misuse of its patent rights, and (v) ChromaDex was unjustly enriched by the royalties Elysium paid pursuant to the License Agreement. Elysium sought damages for ChromaDex’s alleged breaches of the Niagen® Supply Agreement, and compensatory damages, punitive damages, and/or rescission of the License Agreement and restitution of any royalty payments conveyed by Elysium pursuant to the License Agreement, and a declaratory judgment that ChromaDex has engaged in patent misuse.

On January 17, 2020, Elysium moved to substitute its counsel. The same day, the court ordered hearing on that motion for January 21, 2020, and granted Elysium’s motion at the hearing. On January 23, 2020, the court issued a scheduling order that, among other things, set trial on the remaining claims to begin on May 12, 2020. On March 19, 2020, in light of the global 2019 coronavirus disease ("COVID-19" or "COVID") pandemic and ongoing private mediation efforts, the parties jointly stipulated to adjourn the trial date. The court vacated the trial date on March 20, 2020. The court held a telephonic status conference on June 9, 2020, during which the court indicated that it will reschedule the jury trial as soon as conditions permit. On November 4, 2020, the parties submitted a joint status report indicating that they will propose a new trial date as soon as the court announces that it will resume jury trials. On November 18, 2020, the court set trial to begin on September 21, 2021.

On December 11, 2020, Elysium filed a “Notice of Correction of Depositions” related to the depositions of its chief executive officer, Eric Marcotulli, and chief operating officer, Daniel Alminana, both taken in March 2019. On March 8, 2021, based in part on information that Elysium submitted under seal with that notice, ChromaDex filed a motion for sanctions or, in the alternative, reconsideration of the court’s January 16, 2020 order regarding summary judgment, in which ChromaDex moved to dismiss Elysium’s third, fourth, and fifth counterclaims. Elysium’s opposition brief was filed on March 22, 2021. ChromaDex filed its reply brief on March 29, 2021. On April 27, 2021, the court denied ChromaDex, Inc’s motion for terminating sanctions, but concluded that the evidence at issue in the motion will be admissible at trial.

The jury trial portion of the case commenced on September 21, 2021. The jury returned a verdict on September 27, 2021. The verdict found (i) Elysium liable for breaches of the Niagen® and pTeroPure® Supply Agreements for failing to pay for purchases of the ingredients totaling approximately $3.0 million, (ii) Mark Morris liable for breach of a confidentiality agreement, requiring him to disgorge approximately $17,307, (iii) ChromaDex liable for breaching the Niagen® Supply Agreement for not issuing certain refunds or credits to Elysium in the amount of $625,000, and (iv) ChromaDex liable for fraudulent inducement of the Licensing Agreement in the amount of $250,000, along with $1,025,000 in punitive damages arising from the same counterclaim. On October 25, 2021, ChromaDex informed the court that it would request prejudgment interest on the approximately $3.0 million in damages awarded by the jury for Elysium’s breaches of the Niagen® and pTeroPure® Supply Agreements. Elysium’s opposition brief was filed on January 24, 2022, and ChromaDex, Inc.’s reply brief was filed on January 31, 2022. On February 10, 2022, the court denied ChromaDex Inc.’s motion for prejudgment interest.

On February 18, 2022, ChromaDex, Inc. and Elysium jointly filed a notice informing the court that ChromaDex, Inc. had filed in the U.S. District Court for the Southern District of New York (SDNY Court) a motion to enforce a settlement agreement between ChromaDex, Inc. and Elysium that ChromaDex, Inc. asserts would materially affect the California Action. On April 22, 2022, ChromaDex, Inc. and Elysium jointly filed a notice informing the court that the SDNY Court had granted ChromaDex, Inc.’s motion to enforce the settlement agreement. On April 29, 2022, ChromaDex, Inc. filed a notice informing the court that the SDNY Court had dismissed the SDNY action with prejudice pursuant to the settlement agreement.

(B) Southern District of New York Action

On September 27, 2017, Elysium Health Inc. (Elysium Health) filed a complaint in the United States District Court for the Southern District of New York, against ChromaDex (Elysium SDNY Complaint). Elysium Health alleged in the Elysium SDNY Complaint that ChromaDex made false and misleading statements in a citizen petition to the Food and Drug Administration it filed on or about August 18, 2017. Among other allegations, Elysium Health averred that the citizen petition made Elysium Health’s product appear dangerous, while casting ChromaDex’s own product as safe. The Elysium SDNY Complaint asserted four claims for relief: (i) false advertising under the Lanham Act, 15 U.S.C. § 1125(a); (ii) trade libel; (iii) deceptive business practices under New York General Business Law § 349; and (iv) tortious interference with prospective economic relations. On October 26, 2017, ChromaDex moved to dismiss the Elysium SDNY Complaint on the grounds that, inter alia, its statements in the citizen petition are immune from liability under the Noerr-Pennington Doctrine, the litigation privilege, and New York’s Anti-SLAPP statute, and that the Elysium SDNY Complaint failed to state a claim. Elysium Health opposed the motion on November 2, 2017. ChromaDex filed its reply on November 9, 2017.

On October 26, 2017, ChromaDex filed a complaint in the United States District Court for the Southern District of New York against Elysium Health (ChromaDex SDNY Complaint). ChromaDex alleges that Elysium Health made material false and misleading statements to consumers in the promotion, marketing, and sale of its health supplement product, Basis, and asserts five claims for relief: (i) false advertising under the Lanham Act, 15 U.S.C. §1125(a); (ii) unfair competition under 15 U.S.C. § 1125(a); (iii) deceptive practices under New York General Business Law § 349; (iv) deceptive practices under New York General Business Law § 350; and (v) tortious interference with prospective economic advantage. On November 16, 2017, Elysium Health moved to dismiss for failure to state a claim. ChromaDex opposed the motion on November 30, 2017 and Elysium Health filed a reply on December 7, 2017.

On November 3, 2017, the Court consolidated the Elysium SDNY Complaint and the ChromaDex SDNY Complaint actions under the caption In re Elysium Health-ChromaDex Litigation, 17-cv-7394, and stayed discovery in the consolidated action pending a Court-ordered mediation. The mediation was unsuccessful. On September 27, 2018, the Court issued a combined ruling on both parties’ motions to dismiss. For ChromaDex’s motion to dismiss, the Court converted the part of the motion on the issue of whether the citizen petition is immune under the Noerr-Pennington Doctrine into a motion for summary judgment, and requested supplemental evidence from both parties, which were submitted on October 29, 2018. The Court otherwise denied the motion to dismiss. On January 3, 2019, the Court granted ChromaDex’s motion for summary judgment under the Noerr-Pennington Doctrine and dismissed all claims in the Elysium SDNY Complaint. Elysium moved for reconsideration on January 17, 2019. The Court denied Elysium’s motion for reconsideration on February 6, 2019, and issued an amended final order granting ChromaDex’s motion for summary judgment on February 7, 2019.

The Court granted in part and denied in part Elysium’s motion to dismiss, sustaining three grounds for ChromaDex’s Lanham Act claims while dismissing two others, sustaining the claim under New York General Business Law § 349, and dismissing the claims under New York General Business Law § 350 and for tortious interference. Elysium filed an answer and counterclaims on October 10, 2018, alleging claims for (i) false advertising under the Lanham Act, 15 U.S.C. §1125(a); (ii) unfair competition under 15 U.S.C. § 1125(a); and (iii) deceptive practices under New York General Business Law § 349. ChromaDex answered Elysium’s counterclaims on November 2, 2018.

ChromaDex filed an amended complaint on March 27, 2019, adding new claims against Elysium Health for false advertising and unfair competition under the Lanham Act, 15 U.S.C. § 1125(a). On April 10, 2019, Elysium Health answered the amended complaint and filed amended counterclaims, also adding new claims against ChromaDex for false advertising and unfair competition under the Lanham Act, 15 U.S.C. § 1125(a). On July 1, 2019, Elysium Health filed further amended counterclaims, adding new claims under the Copyright Act §§ 106 & 501. On February 9, 2020, ChromaDex filed a motion for leave to amend its complaint to add additional claims against Elysium Health for false advertising and unfair competition. On February 10, 2020, Elysium Health filed a motion for leave to amend its counterclaims to identify allegedly false and misleading statements in ChromaDex’s advertising. Those motions were both granted after respective stipulations. On March 12, 2020, Elysium Health answered the second amended complaint. On March 13, 2020, ChromaDex filed an answer and objection to Elysium Health’s third amended counterclaims.

On December 14, 2020, Elysium Health filed a motion to supplement and amend its counterclaims to add claims regarding alleged advertising related to COVID, to add an allegation about a change to the ChromaDex website, and to remove its copyright infringement claim under the Copyright Act. On January 19, 2021, the Court denied Elysium Health’s motion to add claims regarding alleged advertising related to COVID. The Court granted the unopposed requests to add an allegation about a change to ChromaDex’s website and to remove Elysium’s Copyright Act claim. Pursuant to the Court’s order, Elysium filed fourth amended counterclaims on April 21, 2021.

All discovery closed on April 23, 2021. The Court vacated a previously scheduled joint pretrial order and trial date because of COVID-19, and the Court has informed the Parties that trial date will be rescheduled in November or December 2021.

Both parties filed dispositive and Daubert motions on June 4, 2021. Opposition papers were filed by both parties on June 25, 2021, and reply papers were filed on July 9, 2021. On January 10, 2022, both parties appeared for oral argument on the dispositive and Daubert motions.

On February 3, 2022, ChromaDex reached a settlement in order to resolve the SDNY action in its entirety as well as the claims tried to the jury in the Central District of California (the “Settlement Agreement”). Shortly thereafter, before the parties could notify the Court, the Court issued a ruling on the pending dispositive and Daubert motions, dismissing ChromaDex’s SDNY complaint in its entirety on the grounds that ChromaDex’s damages were uncertain, and dismissing some of Elysium’s claims. Elysium then asserted that a settlement had not been reached. ChromaDex thereafter filed a motion to enforce the Settlement Agreement in its entirety on February 16, 2022. Elysium’s opposition to that motion was filed on March 2, 2022, and ChromaDex’s reply was filed on March 9, 2022. On April 19, 2022, the Court concluded that a settlement had been reached and granted ChromaDex’s motion to enforce the Settlement Agreement. On April 28, 2022, pursuant to the Settlement Agreement, the Court dismissed the entire action with prejudice.

The Company is unable to predict the outcome of the Elysium SDNY Complaint or any possible appeals and, at this time, cannot reasonably estimate the possible loss or range of loss with respect to the legal proceeding discussed herein. As of March 31, 2022, ChromaDex did not accrue a potential loss for the Elysium SDNY Complaint because ChromaDex believes that the allegations are without merit and thus it is not probable that a liability has been incurred.

(C) Delaware - Patent Infringement Action

On September 17, 2018, ChromaDex and Trustees of Dartmouth College filed a patent infringement complaint in the United States District Court for the District of Delaware against Elysium Health, Inc. The complaint alleges that Elysium’s BASIS® dietary supplement infringes U.S. Patent Nos. 8,197,807 (‘807 Patent) and 8,383,086 (‘086 Patent) that comprise compositions containing isolated nicotinamide riboside held by Dartmouth and licensed exclusively to ChromaDex On October 23, 2018, Elysium filed an answer to the complaint. The answer asserts various affirmative defenses and denies that Plaintiffs are entitled to any relief.

On November 7, 2018, Elysium filed a motion to stay the patent infringement proceedings pending resolution of (1) the inter partes review of the ‘807 Patent and the ‘086 Patent before the Patent Trial and Appeal Board (PTAB) and (2) the outcome of the litigation in the California Action. ChromaDex filed an opposition brief on November 21, 2018 detailing the issues with Elysium’s motion to stay. In particular, ChromaDex argued that given claim 2 of the ‘086 Patent was only included in the PTAB’s inter partes review for procedural reasons the PTAB was unlikely to invalidate claim 2 and therefore litigation in Delaware would continue regardless. In addition, ChromaDex argued that the litigation in the California Action is unlikely to have a significant effect on the ongoing patent litigation. After the PTAB released its written decision upholding claim 2 of the ‘086 Patent, proving right ChromaDex’s prediction, ChromaDex informed the Delaware court of the PTAB’s decision on January 17, 2019. On June 19, 2019, the Delaware court granted in part and denied in part Elysium’s motion, ordering that the case was stayed pending the resolution of Elysium’s patent misuse counterclaim in the California Action.

On November 1, 2019, ChromaDex filed a motion to lift the stay due to changed circumstances in the California Action, among other reasons. Briefing on the motion was completed on November 22, 2019. On January 6, 2020, the Delaware court issued an oral order instructing the parties to submit a joint status report after the January 13, 2020 motions hearing in the California Action. The joint status report was submitted on January 30, 2020. On February 4, 2020, the Delaware court issued an order granting ChromaDex’s motion to lift the stay and setting a scheduling conference for March 10, 2020. On March 19, 2020, the Delaware court entered a scheduling order, which, among other things, set the claim-construction hearing for December 17, 2020 and trial for the week of September 27, 2021. On April 17, 2020, ChromaDex served infringement contentions. Elysium filed a Second Amended Answer on July 10, 2020.

On April 24, 2020, ChromaDex moved for leave to amend the complaint to add Healthspan Research, LLC as a plaintiff. On May 5, 2020, Elysium filed its opposition to ChromaDex’s motion for leave to amend and moved to dismiss ChromaDex for alleged lack of standing. ChromaDex filed its opposition to Elysium’s motion to dismiss and reply in support of its motion to amend on May 19, 2020. Elysium filed its reply in support of its motion to dismiss on May 26, 2020. The Court held a hearing on the motion for leave to amend the complaint and Elysium’s motion to dismiss on September 16, 2020. On December 15, 2020, the Court entered orders (i) granting in part and denying in part Elysium’s motion to dismiss ChromaDex for alleged lack of standing; and (ii) denying ChromaDex’s motion for leave to amend. ChromaDex filed a motion for reargument on December 29, 2020. Elysium filed a response to the motion for reargument on January 28, 2021. ChromaDex filed a motion for leave to file a reply on February 8, 2021. Elysium filed a response to the motion for leave to file a reply on February 12, 2021. ChromaDex filed a reply to the motion for leave to file a reply on February 19, 2021. The Court granted the motion for leave to file the reply on April 26, 2021, and denied the motion for reargument on April 27, 2021.

On July 22, 2020 the parties filed a Joint Claim Construction Chart and respective motions for claim construction. The parties filed a Joint Claim Construction Brief on November 5, 2020. The Court held a Markman hearing on claim-construction issues on December 17, 2020. The Court entered a claim-construction ruling on January 5, 2021.

Fact discovery closed on January 26, 2021. Opening expert reports were served on February 9, 2021. Responsive expert reports were served on March 9, 2021. Reply expert reports were served on March 30, 2021. Both parties filed dispositive and Daubert motions on April 27, 2021.

On September 21, 2021, the Court granted Elysium’s motion for summary judgment that the claims of the ‘807 and ‘086 patents are invalid based on patent-ineligible subject matter. ChromaDex filed a notice of appeal on November 2, 2021. ChromaDex’s opening brief was filed on February 2, 2022. Elysium’s response brief was filed on April 11, 2022. ChromaDex’s reply brief was filed on May 9, 2022. Oral argument has not yet been scheduled. If the appeal is unsuccessful or if on remand the Court dismisses ChromaDex’s claims for some other reason, that could reduce or eliminate any competitive advantage the Company may otherwise have had.

2. Thorne Research, Inc.

(A) Inter Partes Review Proceedings

On or around September 28, 2020, Thorne Research, Inc. (Thorne) provided notice to ChromaDex that it intended to terminate its March 25, 2019 Supply Agreement and subsequent amendments with ChromaDex, effective as of December 31, 2020. A discussion between ChromaDex and Thorne followed, and Thorne asserted that it could challenge the ‘086 Patent in an inter partes review (IPR) proceeding on the basis of prior art, but would be willing to enter into a mutual existence agreement that would permit Thorne to source NR from a third party. Thorne did not offer substantive information supporting a prior art claim or about the nature of the threatened IPR.

On December 1, 2020, Thorne filed a petition for IPR of the ‘086 Patent. Dartmouth’s preliminary response to the petition was filed on March 15, 2021. On June 10, 2021, the Patent Trial and Appeal Board (PTAB) issued a decision instituting an IPR on the ‘086 Patent. On September 21, 2021, Dartmouth filed its Patent Owner Response. On December 21, 2021, Thorne filed its reply. Oral argument was held on March 15, 2022. A final written decision has not yet been rendered.

On February 1, 2021, Thorne filed a petition for IPR of the ‘807 Patent. Dartmouth’s preliminary response to the petition was filed on May 18, 2021. On August 12, 2021, the Patent Trial and Appeal Board (PTAB) issued a decision instituting an IPR on the ‘807 Patent. On November 9, 2021, Dartmouth filed its Patent Owner Response. On February 15, 2022, Thorne filed its reply. Oral argument will be held on May 17, 2022.

(B) Southern District of New York – Patent Infringement Action

On May 12, 2021, ChromaDex and Trustees of Dartmouth College filed a patent infringement complaint in the United States District Court for the Southern District of New York. The complaint alleges that certain of Thorne’s dietary supplements containing isolated NR infringe the ‘807 and ‘086 Patents, which claim compositions containing isolated nicotinamide riboside and are held by Dartmouth and licensed exclusively to ChromaDex On July 6, 2021, Thorne filed an answer and counterclaims to the complaint. The answer asserts various affirmative defenses and denies that Plaintiffs are entitled to any relief. The counterclaims seek declaratory judgment of patent invalidity for the ‘807 and ‘086 Patents. On July 8, 2021, the parties filed a proposed stipulation and order staying the matter pending issuance of the institution decision in the ‘807 Patent IPR. On July 9, 2021, the Court granted the stipulation and order to stay. On August 19, 2021, the parties filed a proposed stipulation and order staying the matter pending issuance of final written decisions in the IPRs. On August 20, 2021, the Court granted the stipulation and order to stay.

3. Erica Martinez

(A) California Action

On October 1, 2021, Erica Martinez, a former employee of ChromaDex, filed a complaint in the Orange County Superior Court alleging claims against ChromaDex for: (1) disability discrimination, (2) failure to accommodate a disability, (3) failure to engage in the interactive process, (4) retaliation for taking California Family Rights Act leave, and (5) failure to prevent discrimination and harassment. Martinez’s allegations are based primarily upon Martinez’s claim that her son was allegedly diagnosed with Autism Spectrum Disorder in or around July 17, 2019, and ChromaDex allegedly retaliated against, and ultimately terminated, her for taking time off to care for her son and attend his doctors’ appointments. ChromaDex has not been served with the Summons and Complaint. The parties have settled this matter and the request for dismissal, with prejudice, of Martinez’s claims was entered on January 25, 2022.

4. Lynda Power

(A) Florida Action

On April 18, 2022, Lynda Power, a citizen of the state of Florida, filed a complaint in the United States District Court for the Middle District of Florida, Orlando Division alleging claims against ChromaDex for (1) product liability (2) personal injury (3) strict liability and (4) negligence. Power's allegations are based primarily upon Power's claim that she suffered an adverse event after consuming the Company’s products. As of May 12, 2022, the Company has not been served with the Summons and Complaint. The Company believes these claims are without merit, will aggressively defend itself, and does not anticipate that the ultimate resolution of this matter will be material to the Company’s operations, financial condition or cash flows.

5. Other

(A) Rejuvenation Therapeutics

On September 15, 2020, the Company received a letter from a customer, Rejuvenation Therapeutics Corp. (Rejuvenation), and has received subsequent correspondence, requesting a full refund of approximately $1.6 million of Niagen® it purchased, alleging breaches of the supply agreement between the parties. As of March 31, 2022, the Company has recorded a return liability of approximately $0.5 million, which the Company offered to settle in good faith. On May 13, 2021, Rejuvenation filed a complaint in the Superior Court of the State of California, County of Orange, asserting causes of action for Concealment and Negligent Misrepresentation. On July 20, 2021, Rejuvenation filed an amended complaint adding a claim for Declaratory Relief. The Company filed a demurrer on September 3, 2021. On February 1, 2022, the Court sustained ChromaDex’s demurrer in its entirety with leave to amend as to the claims for Concealment and Negligent Misrepresentation, and without leave to amend as to the claim for Declaratory Relief. On February 16, 2022, Rejuvenation filed a Second Amended Complaint, asserting causes of action for Fraud and Negligent Misrepresentation. The Company believes these claims are without merit and will aggressively defend itself if a reasonable settlement cannot be reached. The Company does not anticipate that the ultimate resolution of this matter will be material to the Company’s operations, financial condition or cash flows.

6. Contingencies

(A) In September 2019, the Company received a letter from a licensor stating that the Company owed the licensor $1.6 million plus interest for sublicense fees as a result of the Company entering into a supply agreement with a customer. After reviewing the relevant facts and circumstances, the Company believes that the Company does not owe any sublicense fees to the licensor and has corresponded with the licensor to resolve the matter. The Company does not believe that the ultimate resolution of this matter will be material to the Company’s results of operations, financial condition or cash flows.

(B) On November 17, 2020, the Company received a warning letter (the Letter) from the United States Food and Drug Administration (FDA) and Federal Trade Commission (FTC). The Letter references statements issued by the Company relating to preclinical and clinical research results involving nicotinamide riboside and COVID-19. The statements were included in press releases and referenced in social media posts.

On November 18, 2020, the Company provided a response to the Letter stating that the Company disagrees with the assertion in the Letter that the Company’s products are intended to mitigate, prevent, treat, diagnose or cure COVID-19 in violation of certain sections of the Federal Food, Drug, and Cosmetic Act or that they were unsubstantiated under the FTC Act, but rather accurately reflected the  state of the science and the results of scientific research. Nonetheless, the Company also responded that it had deleted social media references to the studies and removed related press releases from its website.

On April 30, 2021, the Company received an additional warning letter (the Second Letter) from only the FTC.  The Second Letter references the original Letter, and cites additional statements issued by the Company and certain officers and advisors of the Company relating to nicotinamide riboside and scientific studies related to COVID-19.  The Second Letter asserts that such statements contain coronavirus-related prevention or treatment claims and are deceptive in violation of the Federal Trade Commission Act.

On May 4, 2021, the Company provided a response to the Second Letter stating that it had removed the social posts from its accounts identified in the Second Letter and requested that third parties remove the post from their accounts that were identified in the Second Letter. The Company stated that the press release identified in the Second Letter is appropriate and not a deceptive act or practice under applicable law. The Company affirmed its belief in the need to accurately report on the scientific results of its studies to its investors and welcomed the opportunity to discuss its research and development program with the FTC and receive guidance on future releases.

The Company does not believe that the ultimate resolution of this matter will be material to the Company’s results of operations, financial condition or cash flows.

Note 11. Subsequent Events

The Company has evaluated subsequent events through the filing date of this Form 10-Q with the SEC, to ensure that this filing includes all appropriate footnote disclosure of events both recognized in the financial statements as of March 31, 2022, and events which occurred subsequently but were not recognized in the financial statements. There were no subsequent events which required recognition, adjustment to or disclosure in the financial statements.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis (MD&A) of Financial Condition and Results of Operations should be read in conjunction with the condensed consolidated financial statements and notes thereto included in this Form 10-Q and in our 2021 Annual Report on Form 10-K. All dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are approximate.

Growth and percentage comparisons made herein generally refer to the three months ended March 31, 2022 compared with the three months ended March 31, 2021 unless otherwise noted. Unless otherwise indicated or unless the context otherwise requires, all references in this document to “we,” “us,” “our,” the “Company,” “ChromaDex” and similar expressions refer to ChromaDex Corporation, and depending on the context, its subsidiaries.

Special Note Regarding Forward Looking Statements

Certain statements in this MD&A, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “expects,” “anticipates,” “intends,” “estimates,” “plans,” “potential,” “possible,” “probable,” “believes,” “seeks,” “may,” “will,” “should,” “could,” “predicts,” “projects,” “continue,” “would” or the negative of such terms or other similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers should carefully review the risk factors set forth below in Part II, Item 1A, “Risk Factors” and our financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 14, 2022 (Annual Report).

Company Overview

We are a global bioscience company dedicated to healthy aging. Our team, which includes world-renowned scientists, is pioneering research on nicotinamide adenine dinucleotide (NAD+), an essential coenzyme that is a key regulator of cellular metabolism and is found in every cell of the human body. NAD+ levels in humans have been shown to decline by more than 50% from young adulthood to middle age. In addition to age, other factors linked to NAD+ depletion include poor diet, excess alcohol consumption and a number of disease states. NAD+ levels may be increased through supplementation with NAD+ precursors, such as nicotinamide riboside (NR), calorie restriction and moderate exercise.

In 2013, we commercialized Niagen®, a proprietary form of NR, a novel form of vitamin B3. Data from numerous preclinical studies and human clinical trials show that NR is a highly efficient NAD+ precursor that significantly raises NAD+ levels in blood and tissue. Niagen® is confirmed safe for human consumption as a dietary supplement and food ingredient. Niagen® has twice been successfully reviewed under the U.S. Food and Drug Administration’s (FDA) new dietary ingredient (NDI) notification program, it has been successfully notified to the FDA as generally recognized as safe (GRAS), and has been approved by Health Canada, the European Commission and the Therapeutic Goods Administration of Australia. Clinical studies of Niagen® have demonstrated a variety of outcomes including increased NAD+ levels, altered body composition, increased cellular metabolism and increased energy production. Niagen® is protected by patents to which we are the owner or have exclusive rights.

While best known for its role in cellular energy production, NAD+ is also thought to play an important role in healthy aging. Many cellular functions related to health and healthy aging are sensitive to levels of locally available NAD+ and this represents an active area of research in the field of NAD+. To date, there are over 450 published human clinical studies related to NAD+ and its impact on health. These areas of study include understanding NAD+’s role in Alzheimer’s disease, Parkinson’s disease, neuropathy, sarcopenia, liver disease and heart failure.

We are among the world leaders in the emerging NAD+ space. Through our ChromaDex External Research Program (CERP), we have amassed more than 250 research partnerships with leading universities and research institutions around the world including the National Institutes of Health, Cornell, Dartmouth, Harvard, Massachusetts Institute of Technology, University of Cambridge and the Mayo Clinic. The results of the 250+ research agreements have allowed CERP to help produce the trusted science behind Niagen® and continue to advance the understanding of NAD+ in health, diseases, and aging. We value and encourage strong scientific rigor behind our products and seek to continually develop additional relationships in pursuit of this. CERP is a vital component of our research and development platform along with our scientific advisory board. Our scientific advisory board supports the technical and intellectual property needs of investigators, presents research at conferences, and helps build and support the NAD+ and healthy aging research community.

Our scientific advisory board is led by Chairman Dr. Roger Kornberg, Nobel Laureate Stanford Professor, Dr. Charles Brenner, one of the world’s recognized experts in NAD+ and discoverer of NR as a NAD+ precursor, Dr. Rudy Tanzi, the co-chair of the department of neurology at Harvard Medical School, Sir John Walker, Nobel Laureate and Emeritus Director, MRC Mitochondrial Biology Unit in the University of Cambridge, England, Dr. Bruce German, Chairman of food, nutrition and health at the University of California, Davis, Dr. Brunie Felding, Associate Professor, Department of Molecular Medicine at Scripps Research Institute, California Campus, and Dr. David Katz, the Founder and former director of Yale University’s Yale-Griffin Prevention Research Center; President and Founder of the non-profit True Health Initiative; and Founder and Chief Executive Officer of Diet ID, Inc.

Impact of COVID-19

The worldwide outbreak of COVID-19 continues to drive global uncertainty and disruption, which has created headwinds for our business. Authorities have imposed, and businesses and individuals have implemented, numerous measures to try to contain the virus or treat its impact, such as travel bans and restrictions, quarantines, shelter-in-place/stay-at-home and social distancing orders, store closures and reduced operating hours, and vaccine requirements. These measures have impacted and may further impact our workforce and operations and those of our respective suppliers and partners.

Our primary focus throughout the COVID-19 pandemic has remained ensuring the health and safety of our employees through office closures or implementing enhanced safety protocols to ensure the well-being of our employees. We have adapted to the new environment and have been able to successfully conduct business virtually.

The degree to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including the duration and severity of the pandemic; surges related to new variants; the actions taken to contain the virus or treat its impact; other actions taken by governments, businesses, and individuals in response to the virus and resulting economic disruption; and how quickly and to what extent normal economic and operating conditions can resume. Additional impacts and risks may arise that we are not aware of or able to respond to effectively. We are similarly unable to predict the extent of the impact of the pandemic on our customers, suppliers, and other partners, but a material effect on these parties could also materially adversely affect us. The impact of COVID-19 can also exacerbate other risks discussed in Part II, Item 1A Risk Factors and throughout this report.

Supply chain disruptions, inflation and changing prices

We have experienced, and could in the future experience, global supply chain delays including challenges with transportation, logistics and production lead-times, as well as labor shortages and cost inflation. In the first quarter of 2021, we experienced delays due to global components and packaging shortages for our consumer products across our supply chain. Supply chain delays, among other factors such as store closures, have impacted our sales to partners in international markets. These supply chain challenges were addressed in the second quarter of 2021 and we have otherwise not encountered any major disruptions in our supply chain. It is our intention to maintain adequate safety stocks to support our growth and we currently believe we have adequate inventory on hand to meet current demands. We have also recently experienced inflation in labor, raw materials and other costs. Inflation can also have a long-term impact as increasing costs may impact our ability to maintain satisfactory margins. We may be unsuccessful in passing these increases on to our customers or finding other mitigating solutions. Furthermore, increases in inflation may not be matched by growth in consumer income, which also could have a negative impact on customer spending. We will continue to monitor this situation closely as conditions may become more challenging due to ongoing and uncertain economic factors.

Financial Condition and Results of Operations

The discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The preparation of these financial statements requires making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues, if any, and expenses during the reporting periods. On an ongoing basis, we evaluate such estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

As of March 31, 2022, our cash and cash equivalents totaled approximately $21.0 million. We anticipate that our current cash, cash equivalents, and cash to be generated from net sales will be sufficient to meet our projected operating plans for at least the next twelve months. In addition, we have an available line of credit up to $10.0 million, subject to certain terms and conditions, from Western Alliance Bank. We may, however, seek additional capital in the next twelve months, both to meet our projected operating plans after the next twelve months and/or to fund our longer-term strategic objectives.

In June 2020, we entered into an At Market Issuance Sales Agreement (the Sales Agreement) with B. Riley FBR, Inc. (B. Riley FBR) and Raymond James & Associates, Inc. (“Raymond James” and together with B. Riley FBR, the “Sales Agents”) under which ChromaDex may offer and sell shares of our common stock having an aggregate offering price of up to $50.0 million from time to time through the Sales Agents (ATM Facility). As of March 31, 2022, approximately $47.8 million remains available under the ATM Facility.

Additional capital may come from other public and/or private stock or debt offerings, borrowings under lines of credit or other sources. These additional funds may not be available on favorable terms, or at all. Further, if we issue equity or debt securities to raise additional funds, our existing stockholders may experience dilution and the new equity or debt securities we issue may have rights, preferences and privileges senior to those of our existing stockholders. In addition, if we raise additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to our products or proprietary technologies, or to grant licenses on terms that are not favorable to us. If we cannot raise funds on acceptable terms, we may not be able to develop or enhance our products, obtain the required regulatory clearances or approvals, achieve long term strategic objectives, take advantage of future opportunities, or respond to competitive pressures or unanticipated customer requirements. Any of these events could adversely affect our ability to achieve our development and commercialization goals, which could have a material and adverse effect on our business, results of operations and financial condition. Further, as a result of the COVID-19 pandemic and other macroeconomic factors such as rising interest rates, inflation and geopolitical uncertainties, the global credit and financial markets have experienced extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur. If equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive.

We currently have three operating segments which offer differentiated services. First, through our Consumer Products segment we provide finished dietary supplement products that contain the Company's proprietary ingredients directly to consumers and distributors. We deliver Niagen® as the sole active ingredient in our consumer product Tru Niagen® which is offered in both convenient capsules and stickpacks. Additionally, beginning in April 2022, we launched our new consumer product, Tru Niagen® Immune, a combination of immune-boosting nutrition with Niagen® in capsule form. Second, our ingredients segment develops and commercializes proprietary-based ingredient technologies and supplies these ingredients as raw material to the manufacturers of consumer products. Finally, our Analytical Reference Standards and Services segment focuses on natural product fine chemicals, known as phytochemicals, and related research and development services. The results of these segments and our consolidated operations are detailed in the discussion that follows.

Our consolidated net sales and net loss for the three months ended on March 31, 2022 and 2021 are as follows:

	Three Months Ended March 31,
(In thousands)	2022		2021
Net sales	$	17,259	$	14,683
Net loss	(7,740)		(7,381)
Basic and diluted loss per common share	$	(0.11)	$	(0.12)

Net Sales

Net sales consist of gross sales less discounts and returns. The following table sets forth our total net sales by reportable segment:

	Three Months Ended March 31,
(In thousands)	2022		2021		% Change
Net sales:
Consumer Products	$	14,937	$	12,437	20	%
Ingredients	1,427		1,315		9
Analytical reference standards and services	895		931		(4)
Total net sales	$	17,259	$	14,683	18	%

Total net sales increased approximately 18% for the three months ended March 31, 2022, compared to the same period in 2021. Changes in sales for the periods indicated were driven by the following:

•Tru Niagen® sales for our Consumer Products segment increased $2.5 million, or 20%, compared to the same period in the prior year. The increase primarily related to higher e-commerce sales of approximately $1.3 million, and increased sales to A.S. Watson, a related party, of approximately $1.0 million for the three months ended March 31, 2022 compared to same period in 2021. The lower sales to A.S. Watson in the prior year were largely due to shipment delays we experienced in the first quarter of 2021 surrounding COVID-19 supply chain issues which were resolved in the second quarter of 2021.

•Total ingredient sales increased $0.1 million, or 9%, compared to the same period in the prior year driven by an increase in other ingredient sales of approximately $0.2 million which was partially offset by lower Niagen ingredient sales of $0.1 million due to competitive pricing measures for the three months ended March 31, 2022 compared to same period in 2021.

•Analytical reference standards and services segment experienced a lower demand for research and development services which was partially offset by increased demand for reference standards during the three months ended March 31, 2022 compared to same period in 2021 resulting in slightly lower total sales year over year.

Cost of Sales

Cost of sales include raw materials, labor, overhead, and delivery costs. The following table sets forth our total cost of sales by reportable segment:

	Three Months Ended March 31,
	Amount				% of net sales
(In thousands)	2022		2021		2022		2021
Cost of sales:
Consumer Products	$	5,252	$	4,203	35	%	34	%
Ingredients	722		563		51		43
Analytical reference standards and services	753		683		84		73
Total cost of sales	$	6,727	$	5,449	39	%	37	%

Overall, cost of sales, as a percentage of net sales, slightly increased for the three months ended March 31, 2022 compared to the same period in 2021. Changes in cost of sales were primarily driven by the following:

•Cost of sales, as a percentage of net sales, for our consumer products segment remained substantially similar year over year.

•Cost of sales, as a percentage of net sales, for our ingredients segment increased 8% for the three months ended March 31, 2022, compared to the same period in 2021 primarily as a result of increasing our supply chain head count as we scale the business.

•Cost of sales, as a percentage of net sales, for the analytical reference standards and services segment increased 11% for the three months ended March 31, 2022 compared to the same period in 2021. Cost of sales for our analytical reference standards and services segment are largely driven by fixed supply chain labor costs which do not increase in proportion to sales. We increased our supply chain head count in order to scale the business. Accordingly, as sales decreased and our supply chain labor head count increased for the three months ended March 31, 2022, we experienced lower labor and overhead utilization rates resulting in increased cost of sales, as a percentage of net sales, compared to the same period in 2021.

Gross Profit

Gross profit is net sales less the cost of sales and is affected by a number of factors including business and product mix, competitive pricing and costs of products, labor, overhead, services and delivery. The following table sets forth our total gross profit by reportable segment:

	Three Months Ended March 31,
(In thousands)	2022		2021		% Change
Gross profit:
Consumer Products	$	9,685	$	8,234	18	%
Ingredients	705		752		(6)
Analytical reference standards and services	142		248		(43)
Total gross profit	$	10,532	$	9,234	14	%

For details supporting the changes in gross margin, refer to the discussions above regarding changes in our net sales and cost of sales for each segment.

•The consumer products segment posted gross profit of $9.7 million, an 18% increase for the three months ended March 31, 2022 compared to the same period in 2021.

•The ingredients segment posted gross profit of $0.7 million for the three months ended March 31, 2022, a decrease of 6% compared to the same period in 2021.

•The analytical reference standards and services segment saw a 43% decrease in gross profit for the three months ended March 31, 2022, compared to the same period in 2021.

Operating Expenses-Sales and Marketing

Sales and marketing expenses consist of salaries, advertising, public relations and marketing expenses. Sales and marketing expenses by reportable segment were as follows:

	Three Months Ended March 31,
(In thousands)	2022		2021		% Change
Sales and marketing expenses:
Consumer Products	$	8,074	$	6,111	32	%
Ingredients	24		10		140
Analytical reference standards and services	139		137		1
Total sales and marketing expenses	$	8,237	$	6,258	32	%

•For the consumer products segment, we increased our direct marketing efforts through Amazon marketplaces, televised commercials, social media, public relations and other customer awareness and acquisition programs as well as increased staffing resulting in total increased marketing expenditures of approximately $1.7 million for the three months ended March 31, 2022 compared to the same period in 2021.

•For the ingredients segment, selling and marketing expenses were approximately $24,000 during the three months ended March 31, 2022. This is a slight increase from the same period in the prior year due to higher commissionable sales for other ingredients.

•For the analytical reference standards and services segment, total selling and marketing expenses were substantially similar year over year.

Operating Expenses-Research and Development

Research and development (R&D) expenses consist primarily of clinical trials, product development and process development expenses. Research and development expenses by reportable segment were as follows:

	Three Months Ended March 31,
(In thousands)	2022		2021		% Change
R&D expenses:
Consumer Products	$	1,002	$	718	40	%
Ingredients	76		69		10
Total R&D expenses	$	1,078	$	787	37	%

We allocate R&D expenses related to our Niagen® branded ingredient to the consumer products and ingredients segment, based on revenues recorded. Overall, we had higher R&D expenses for the three months ended March 31, 2022 compared to the comparable period in 2021 due to increased staffing of research scientists and share-based compensation as well as timing of projects.

Operating Expenses-General and Administrative

General and administrative expense consists of general company administration, legal, royalties, IT, accounting and executive management expenses. General and administrative expenses are not allocated by segment and instead are classified under our Corporate and Other category. General and administrative expense for the periods indicated were as follows:

	Three Months Ended March 31,
(In thousands)	2022	2021	% Change
General and administrative	8,949	9,551	(6)	%

The decrease in general and administrative expense for the three months ended March 31, 2022, compared to the comparable period in 2021 was primarily driven by lower legal expense of $2.7 million related to litigation which was largely offset by increased severance and restructuring expense as well as investments in technology and increased staffing in key functional areas to support growth. For additional details regarding our litigation see Note 10, Commitments and Contingencies, Legal Proceedings in the Notes to the Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Severance and restructuring expenses relate to changes in our executive team.

Income Taxes

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. At March 31, 2022 and March 31, 2021, we maintained a full valuation allowance against the entire deferred income tax balance which resulted in an effective tax rate of approximately 0% for the three months ended March 31, 2022, and 2021, respectively. As defined in ASC 740, Income Taxes, future realization of the tax benefit will depend on the existence of sufficient taxable income, including the expectation of continued future taxable income.

Depreciation and Amortization

Depreciation expense was approximately $0.2 million for both of the three months ended March 31, 2022 and 2021. We depreciate our assets on a straight-line basis, based on the estimated useful lives of the respective assets.

Amortization expense of intangible assets was approximately $49 thousand and $60 thousand for the three months ended March 31, 2022 and 2021, respectively. We amortize intangible assets using a straight-line method, generally over 10 years. For licensed patent rights, the useful lives are 10 years or the remaining term of the patents underlying licensing rights, whichever is shorter. The useful lives of subsequent milestone payments that are capitalized are the remaining useful life of the initial licensing payment that was capitalized.

Amortization expense of right of use assets for the three months ended March 31, 2022 was approximately $0.3 million as compared to $0.1 million for the three months ended March 31, 2021.

Liquidity and Capital Resources

From inception through March 31, 2022, we have incurred aggregate losses of approximately $176.7 million. These losses are primarily due to expenses associated with the development and expansion of our operations and investments to protect our intellectual property, including litigation-related expenses. Historically, these operations have been financed through capital contributions, the issuance of common stock and warrants through private placements and the issuance of debt.

Our board of directors periodically reviews our capital requirements in light of our proposed business plan. Our future capital requirements will remain dependent upon a variety of factors, including cash flow from operations, the ability to increase sales, increasing our gross profits from current levels, reducing selling and administrative expenses as a percentage of net sales, continued development of customer relationships, and our ability to market our new products successfully. However, based on our results from operations, we may determine that we need additional financing to implement our long-term business plan. There can be no assurance that any such financing will be available on terms favorable to us or at all. Without adequate financing we may have to delay or terminate product and service expansion and curtail certain selling, general and administrative expenses. Any inability to raise additional financing would have a material adverse effect on us.

As of March 31, 2022, we had cash and cash equivalents totaling approximately $21.0 million, no material off-balance sheet arrangements, no outstanding borrowings under our line of credit up to $10.0 million with Western Alliance Bank, purchase obligations of $18.6 million related to inventory purchase commitments to be paid over approximately one year and future minimum lease obligations of $5.5 million to be paid over approximately six years. While we anticipate that our current cash, cash equivalents, and cash to be generated from net sales will be sufficient to meet our projected operating plans for at least the next twelve months and beyond, we may seek additional funds to support both our short-term and long-term operating objectives, either through additional equity or debt financings or collaborative agreements or from other sources. Furthermore, in June 2020, we filed a $125.0 million registration statement on Form S-3 with the Commission, utilizing a “shelf” registration process. Under this shelf registration process, we may sell securities from time to time, including up to $50.0 million, pursuant to the ATM Facility, of which approximately $47.8 million remains available as of March 31, 2022.

As a result of the COVID-19 pandemic and other macroeconomic factors such as rising interest rates, inflation and geopolitical uncertainties, the global credit and financial markets have experienced extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur. If equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive.

Net cash used in operating activities: Cash used in operating activities is net loss adjusted for certain non-cash items and changes in operating assets and liabilities. Net cash used in operating activities was approximately $7.2 million and $5.4 million for the three months ended March 31, 2022 and 2021, respectively. The increase in cash used for the three months ended March 31, 2022 compared to March 31, 2021 of $1.8 million was primarily due to increases in our net loss and inventories paired with a decrease in our accounts payable which were partially offset by an increase in accrued expenses.

We expect our operating cash flows to fluctuate significantly in future periods as a result of fluctuations in our operating results, shipment timetables, trade receivable collections, inventory management and the timing of our payments, among other factors.

Cash used in investing activities: Investing cash flows consist primarily of capital expenditures and investment activities. Cash used in investing activities was approximately $25 thousand and $46 thousand for the three months ended March 31, 2022 and 2021, respectively. The decrease in cash used during the three months ended March 31, 2022 compared to March 31, 2021 of $21 thousand is attributable to fewer purchases of leasehold improvements and equipment.

Net cash used in and provided by financing activities: Financing cash flows consist primarily of proceeds from issuance of our common stock, exercise of stock options through employee equity incentive plans and repayment of short-term and long-term debt. Cash used in financing activities was approximately $3 thousand for the three months ended March 31, 2022, compared to net cash provided by financing activities of approximately $33.4 million for the three months ended March 31, 2021. The difference in cash activities is largely attributable to proceeds from the issuance of common stock pursuant to the Securities Purchase Agreement with EverFund as well as the exercise of employee stock options, both of which occurred during the three months ended March 31, 2021 but not during the three months ended March 31, 2022.

Critical Account Estimates

There have been no changes to critical accounting estimates from those disclosed in our 2021 Form 10-K.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the supervision of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2022, our disclosure controls and procedures are effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s first fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings

For a description of our legal proceedings, see Note 10, Commitments and Contingencies, Legal Proceedings in the Notes to the Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. Current investors and potential investors should consider carefully the risks and uncertainties described below and in our Annual Report, together with all other information contained in this Quarterly Report on Form 10-Q and our Annual Report, including our financial statements, the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before making investment decisions with respect to our common stock. If any of the following risks actually occur, our business, financial condition, results of operations and future growth prospects would likely be materially and adversely affected. Under these circumstances, the trading price and value of our common stock could decline, and you may lose all or part of your investment. The risks and uncertainties described in this Quarterly Report on Form 10-Q and in our Annual Report are not the only ones facing our Company. Additional risks and uncertainties of which we are not presently aware, or that we currently consider immaterial, may also impair our business operations.

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Summary of Risk Factors

We are providing the following summary of the risk factors contained in our Form 10-Q to enhance the readability and accessibility of our risk factor disclosures. We encourage our stockholders to carefully review the risk factors contained in this Form 10-Q in their entirety for additional information regarding the risks and uncertainties that could cause our actual results to vary materially from recent results or from our anticipated future results.

▪The COVID-19 pandemic has adversely affected, and is expected to continue to pose risks to, our business, results of operations, financial condition and cash flows, and other epidemics or outbreaks of infectious diseases may have a similar impact.

▪Global, market and economic conditions may negatively impact our business, financial condition and share price.

▪We have a history of operating losses, may need additional financing to meet our future long-term capital requirements and may be unable to raise sufficient capital on favorable terms or at all.

▪Interruptions in our relationships or declines in our business with major customers could materially harm our business and financial results.

▪Our future success largely depends on sales of our Tru Niagen® product.

▪The success of our consumer product and ingredient business is linked to the size and growth rate of the vitamin, mineral and dietary supplement market and an adverse change in the size or growth rate of that market could have a material adverse effect on us.

▪The future growth and profitability of our consumer product business will depend in large part upon the effectiveness and efficiency of our marketing efforts and our ability to select effective markets and media in which to market and advertise.

▪Many of our competitors are larger and have greater financial and other resources than we do.

▪Our operating results may fluctuate significantly as a result of a variety of factors, many of which are outside of our control.

▪If we are unable to maintain sales, marketing and distribution capabilities or maintain arrangements with third parties to sell, market and distribute our products, our business may be harmed.

▪Our failure to establish and maintain effective internal control over financial reporting could result in material misstatements in our financial statements, result in our failure to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which in turn could cause the trading price of our common stock to decline.

▪Our business could be negatively impacted by cyber security incidents or threats, including without limitation a material interruption to our operations including our clinical trials, harm to our reputation, significant fines, penalties and liabilities, regulatory investigations or actions, breach or triggering of data protection laws, privacy policies and data protection obligations, or a loss of revenue, customers or sales.

▪Unfavorable publicity or consumer perception of our products and any similar products distributed by other companies could have a material adverse effect on our business.

▪We may incur material product liability claims, which could increase our costs and adversely affect our reputation, revenues and operating income.

▪We utilize ingredients and components for our products from foreign suppliers, and may be negatively affected by the risks associated with international trade and importation issues.

▪We rely on single or a limited number of third-party suppliers for the raw materials required to produce our products.

▪Our ability to protect our intellectual property and proprietary technology through patents and other means is uncertain and may be inadequate, which would have a material and adverse effect on us.

▪Our patents and licenses may be subject to challenge on validity grounds, and our patent applications may be rejected.

▪We may become subject to claims of infringement or misappropriation of the intellectual property rights of others, which could prohibit us from developing our products, require us to obtain licenses from third parties or to develop non-infringing alternatives and subject us to substantial monetary damages.

▪We are currently engaged in substantial and complex litigation with Elysium Health, Inc. and Elysium Health LLC (collectively, “Elysium”), the outcome of which could materially harm our business and financial results.

▪Changes in government regulation or in practices relating to the pharmaceutical, dietary supplement, food and cosmetic industry could decrease the need for the services we provide.

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▪Compliance with stringent and changing global privacy and data security laws and regulations could result in additional costs and liabilities to us or inhibit our ability to collect and, if applicable, process data globally, and the failure or perceived failure to comply with such laws and regulations could have a material adverse effect on our business, financial condition or results of operations.

▪The market price of our common stock may be volatile and adversely affected by several factors.

▪We have not paid cash dividends in the past and do not expect to pay cash dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.

▪We have a significant number of outstanding options and unvested restricted stock units. Future sales of these shares could adversely affect the market price of our common stock.

▪We may become involved in securities class action litigation that could divert management’s attention and harm our business.

Risks Related to our Company and our Business

The COVID-19 pandemic has adversely affected, and is expected to continue to pose risks to, our business, results of operations, financial condition and cash flows, and other epidemics or outbreaks of infectious diseases may have a similar impact.

As previously disclosed, we face risks related to the ongoing COVID-19 pandemic, including the emergence of new variant strains with varying degrees of resistance to vaccines, and these variant strains’ impacts. COVID-19 has spread across the globe since 2020 and is impacting economic activity worldwide. COVID-19 has caused supply chain and market disruptions and volatility in the global capital markets, and has caused an economic slowdown. In response to COVID-19, national and local governments around the world have instituted certain measures, including travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter-in-place orders, vaccine mandates and recommendations to practice social distancing. The duration of these measures is unknown, may be extended and additional measures may be imposed, in light of the recent surge in cases, which could negatively impact our sales volumes.

The potential effects of COVID-19 include, but are not limited to, the following:

•Reduced consumer and investor confidence, instability in the credit and financial markets, volatile corporate profits, and reduced business and consumer spending due to economic uncertainty, which may adversely affect our results of operations by reducing our sales, margins and/or net income as a result of a slowdown in customer orders.

•Reduced demand for our products due to store closures and reduced operating hours of our customers.

•Disruptions in supply chain, leading to inadequate levels of inventory that may lower our sales and/or rising inflationary pressures that may increase our cost of goods.

For example, our retail business, including sales to A.S. Watson group and other partners in international markets, has been impacted by the effects of COVID-19, due to strict government lockdowns, store closures and reduced operating hours. Additionally, global supply chains have increasingly been impacted by COVID-19, including challenges with transportation, logistics and production lead-times, as well as labor shortages and cost inflation.

To the extent the COVID-19 pandemic adversely affects our business, results of operations, financial condition and cash flows, it may also heighten many of the other risks described in this section. The ultimate impact of COVID-19 on our business, results of operations, financial condition and cash flows is dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, which are uncertain and cannot be predicted at this time.

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Global, market and economic conditions may negatively impact our business, financial condition and share price.

Concerns over inflation, geopolitical issues, the U.S. financial markets, foreign exchange rates, capital and exchange controls, unstable global credit markets and financial conditions and the COVID-19 pandemic, have led to periods of significant economic instability, declines in consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth going forward, and increased unemployment rates. Our general business strategy may be adversely affected by any such economic downturns, volatile business environments and continued unstable or unpredictable economic and market conditions. If these conditions continue to deteriorate or do not improve, it may make any necessary debt or equity financing more difficult to complete, more costly and more dilutive. In addition, there is a risk that one or more of our current or future service providers, manufacturers, suppliers and other partners could be negatively affected by difficult economic times, which could adversely affect our ability to attain our operating goals on schedule and on budget or meet our business and financial objectives.

In addition, we face several risks associated with international business and are subject to global events beyond our control, including war, public health crises, such as pandemics and epidemics, trade disputes, economic sanctions, trade wars and their collateral impacts and other international events. Any of these changes could have a material adverse effect on our reputation, business, financial condition or results of operations. There may be changes to our business if there is instability, disruption or destruction in a significant geographic region, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest; and natural or man-made disasters, including famine, flood, fire, earthquake, storm or disease. In February 2022, armed conflict escalated between Russia and Ukraine. The sanctions announced by the U.S. and other countries, following Russia’s invasion of Ukraine against Russia to date include restrictions on selling or importing goods, services or technology in or from affected regions and travel bans and asset freezes impacting connected individuals and political, military, business and financial organizations in Russia. The U.S. and other countries could impose wider sanctions and take other actions should the conflict further escalate. It is not possible to predict the broader consequences of this conflict, which could include further sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, currency exchange rates and financial markets, all of which could impact our business, financial condition and results of operations.

We have a history of operating losses, may need additional financing to meet our future long-term capital requirements and may be unable to raise sufficient capital on favorable terms or at all.

We have recorded a net loss of approximately $7.7 million for the three months ended March 31, 2022 and we have a history of losses and may continue to incur operating and net losses for the foreseeable future. We incurred net losses of approximately $27.1 million and $19.9 million for the years ended December 31, 2021 and December 31, 2020, respectively. As of March 31, 2022, our accumulated deficit was approximately $176.7 million. We have not achieved profitability on an annual basis. We may not be able to reach a level of revenue to continue to achieve and sustain profitability. If our revenues grow slower than anticipated, or if operating expenses exceed expectations, then we may not be able to achieve and sustain profitability in the near future or at all, which may depress our stock price.

As of March 31, 2022, our cash and cash equivalents totaled approximately $21.0 million and we had no borrowings outstanding under our line of credit up to $10.0 million with Western Alliance Bank. While we anticipate that our current cash, cash equivalents and cash to be generated from net sales will be sufficient to meet our projected operating plans through at least the next twelve months, we may require additional funds, either through additional equity or debt financings, including pursuant to the At Market Issuance Sales Agreement, dated as of June 12, 2020, with B. Riley FBR, Inc. and Raymond James & Associates, Inc. (ATM Facility), or collaborative agreements or from other sources. We have no commitments to obtain such additional financing, and we may not be able to obtain any such additional financing on terms favorable to us, or at all. Further, as a result of the COVID-19 pandemic and actions taken to slow its spread, the global credit and financial markets have experienced extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur. If equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive. If adequate financing is not available, the Company will further delay, postpone or terminate product and service expansion and curtail certain selling, general and administrative operations. The inability to raise additional financing may have a material adverse effect on the future performance of the Company.

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Our material cash requirements will depend on many factors.

Our material cash requirements will depend on many factors, including:

•the revenues generated by sales of our products;

•the costs associated with expanding our sales and marketing efforts, including efforts to hire independent agents and sales representatives and obtain required regulatory approvals and clearances;

•the expenses we incur in developing and commercializing our products, including the cost of obtaining and maintaining regulatory approvals; and

•unanticipated general and administrative expenses.

Because of these factors, we may seek to raise additional capital within the next twelve months both to meet our projected operating plans after the next twelve months and to fund our longer term strategic objectives. Additional capital may come from public and private equity or debt offerings, borrowings under lines of credit or other sources. These additional funds may not be available on favorable terms, or at all. There can be no assurance we will be successful in raising these additional funds. Furthermore, if we issue equity or debt securities to raise additional funds, our existing stockholders may experience dilution and the new equity or debt securities we issue may have rights, preferences and privileges senior to those of our existing stockholders. In addition, if we raise additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to our products or proprietary technologies, or grant licenses on terms that are not favorable to us. If we cannot raise funds on acceptable terms, we may not be able to develop or enhance our products, obtain the required regulatory clearances or approvals, execute our business plan, take advantage of future opportunities, or respond to competitive pressures or unanticipated customer requirements. Any of these events could adversely affect our ability to achieve our development and commercialization goals, which could have a material and adverse effect on our business, results of operations and financial condition.

Interruptions in our relationships or declines in our business with major customers could materially harm our business and financial results.

A.S. Watson Group accounted for approximately 14.8% of our sales during the three months ended March 31, 2022. Any interruption in our relationship or decline in our business with this customer or other customers upon whom we become highly dependent could cause harm to our business. Factors that could influence our relationship with our customers upon whom we may become highly dependent include:

•our ability to maintain our products at prices that are competitive with those of our competitors;

•our ability to maintain quality levels for our products sufficient to meet the expectations of our customers;

•our ability to produce, ship and deliver a sufficient quantity of our products in a timely manner to meet the needs of our customers;

•our ability to continue to develop and launch new products that our customers feel meet their needs and requirements, with respect to cost, timeliness, features, performance and other factors;

•our ability to provide timely, responsive and accurate customer support to our customers; and

•the ability of our customers to effectively deliver, market and increase sales of their own products based on ours.

Our future success largely depends on sales of our Tru Niagen® product.

In connection with our strategic shift from an ingredient and testing company to a consumer-focused company, we expect to generate a significant percentage of our future revenue from sales of our Tru Niagen® product. As a result, the market acceptance of Tru Niagen® is critical to our continued success, and if we are unable to expand market acceptance of Tru Niagen®, our business, results of operations, financial condition, liquidity and growth prospects would be materially adversely affected.

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Decline in the state of the global economy and financial market conditions could adversely affect our ability to conduct business and our results of operations.

Global economic and financial market conditions, including disruptions in the credit markets and the impact of the global economic deterioration may materially impact our customers and other parties with whom we do business. For example, the COVID-19 pandemic and actions taken to slow its spread, have caused the global credit and financial markets to experience extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. These conditions could negatively affect our future sales of our ingredient lines as many consumers consider the purchase of nutritional products discretionary. Decline in general economic and financial market conditions could materially adversely affect our financial condition and results of operations. Specifically, the impact of these volatile and negative conditions may include decreased demand for our products and services, a decrease in our ability to accurately forecast future product trends and demand, and a negative impact on our ability to timely collect receivables from our customers. The foregoing economic conditions may lead to increased levels of bankruptcies, restructurings and liquidations for our customers, scaling back of research and development expenditures, delays in planned projects and shifts in business strategies for many of our customers. Such events could, in turn, adversely affect our business through loss of sales.

Changes in our business strategy, including entering the consumer product market, or restructuring of our businesses may increase our costs or otherwise affect the profitability of our businesses.

As changes in our business environment occur we may adjust our business strategies to meet these changes or we may otherwise decide to restructure our operations or businesses or assets. In addition, external events including changing technology, changing consumer patterns and changes in macroeconomic conditions may impair the value of our assets. When these changes or events occur, we may incur costs to change our business strategy and may need to write down the value of assets. In any of these events, our costs may increase, we may have significant charges associated with the write-down of assets or returns on new investments may be lower than prior to the change in strategy or restructuring. For example, we may not be successful in developing our consumer product business for sales of Tru Niagen® products, and our sales may decrease despite us incurring increased costs related to marketing such products.

The success of our consumer product and ingredient business is linked to the size and growth rate of the vitamin, mineral and dietary supplement market and an adverse change in the size or growth rate of that market could have a material adverse effect on us.

An adverse change in the size or growth rate of the vitamin, mineral and dietary supplement market could have a material adverse effect on our business. Underlying market conditions are subject to change based on economic conditions, consumer preferences and other factors that are beyond our control, including media attention and scientific research, which may be positive or negative.

The future growth and profitability of our consumer product business will depend in large part upon the effectiveness and efficiency of our marketing efforts and our ability to select effective markets and media in which to market and advertise.

Our consumer products business success depends on our ability to attract and retain customers, which significantly depends on our marketing practices. Our future growth and profitability will depend in large part upon the effectiveness and efficiency of our marketing efforts, including our ability to:

•create greater awareness of our brand;

•identify the most effective and efficient levels of spending in each market, media and specific media vehicle;

•determine the appropriate creative messages and media mix for advertising, marketing and promotional expenditures;

•effectively manage marketing costs (including creative and media) to maintain acceptable customer acquisition costs;

•acquire cost-effective television advertising;

•select the most effective markets, media and specific media vehicles in which to market and advertise; and

•convert consumer inquiries into actual orders.

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We face significant competition, including changes in pricing.

The markets for our products and services are both competitive and price sensitive. Many of our competitors have significant financial, operations, sales and marketing resources and experience in research and development. Competitors could develop new technologies that compete with our products and services or even render our products obsolete. If a competitor develops superior technology or cost-effective alternatives to our products and services, our business could be seriously harmed.

The markets for some of our products are also subject to specific competitive risks because these markets are highly price competitive. Our competitors have competed in the past by lowering prices on certain products. If they do so again, we may be forced to respond by lowering our prices. This would reduce sales revenues and increase losses. Failure to anticipate and respond to price competition may also impact sales and aggravate losses.

We believe that customers in our markets display a significant amount of loyalty to their supplier of a particular product. To the extent we are not the first to develop, offer and/or supply new products, customers may buy from our competitors or make materials themselves, causing our competitive position to suffer.

Many of our competitors are larger and have greater financial and other resources than we do.

Our products compete and will compete with other similar products produced by our competitors. These competitive products could be marketed by well-established, successful companies that possess greater financial, marketing, distributional, personnel and other resources than we possess. Using these resources, these companies can implement extensive advertising and promotional campaigns, both generally and in response to specific marketing efforts by competitors, and enter into new markets more rapidly to introduce new products. In certain instances, competitors with greater financial resources also may be able to enter a market in direct competition with us, offering attractive marketing tools to encourage the sale of products that compete with our products or present cost features that consumers may find attractive.

Litigation may harm our business.

Substantial, complex or extended litigation could cause us to incur significant costs and distract our management. For example, lawsuits by employees, stockholders, collaborators, distributors, customers, competitors or others could be very costly and substantially disrupt our business. Disputes from time to time with such companies, organizations or individuals are not uncommon, and we cannot assure you that we will always be able to resolve such disputes on terms favorable to us. As further described in Note 10, Commitments and Contingencies, Contingencies in the Notes to the Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q, we are currently involved in substantial and complex litigation. Unexpected results could cause us to have financial exposure in these matters in excess of recorded reserves and insurance coverage, requiring us to provide additional reserves to address these liabilities, therefore impacting profits.

Our sales and results of operations for our analytical reference standards and services segment depend on our customers’ research and development efforts and their ability to obtain funding for these efforts.

Our analytical reference standards and services segment customers include researchers at pharmaceutical and biotechnology companies, chemical and related companies, academic institutions, government laboratories and private foundations. Fluctuations in the research and development budgets of these researchers and their organizations could have a significant effect on the demand for our products. Our customers determine their research and development budgets based on several factors, including the need to develop new products, the availability of governmental and other funding, competition and the general availability of resources. As we continue to expand our international operations, we expect research and development spending levels in markets outside of the United States will become increasingly important to us.

Research and development budgets fluctuate due to changes in available resources, spending priorities, general economic conditions, institutional and governmental budgetary limitations and mergers of pharmaceutical and biotechnology companies. Our business could be harmed by any significant decrease in life science and high technology research and development expenditures by our customers. In particular, a small portion of our sales has been to researchers whose funding is dependent on grants from government agencies such as the United States National Institute of Health, the National Science Foundation, the National Cancer Institute and similar agencies or organizations. Government funding of research and development is subject to the political process, which is often unpredictable. Other departments, such as Homeland Security or Defense, or general efforts to reduce the United States federal budget deficit could be viewed by the government as a higher priority. Any shift away from funding of life science and high technology research and development or delays surrounding the approval of governmental budget proposals may cause our customers to delay or forego purchases of our products and services, which could seriously damage our business.

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Some of our customers receive funds from approved grants at a particular time of year, many times set by government budget cycles. In the past, such grants have been frozen for extended periods or have otherwise become unavailable to various institutions without notice. The timing of the receipt of grant funds may affect the timing of purchase decisions by our customers and, as a result, cause fluctuations in our sales and operating results.

Risks Related to our Operations

We depend on key personnel, the loss of any of which could negatively affect our business.

We depend greatly on the collective services of Frank L. Jaksch Jr., Robert N. Fried and Kevin M. Farr, who are our Executive Chairman of the Board, Chief Executive Officer and Chief Financial Officer, respectively. We also depend greatly on other key employees, including key scientific and marketing personnel. In general, only highly qualified and trained scientists have the necessary skills to develop our products and provide our services. Only marketing personnel with specific experience and knowledge in health care are able to effectively market our products. In addition, some of our manufacturing, quality control, safety and compliance, information technology, sales and e-commerce related positions are highly technical as well. We face intense competition for these professionals from our competitors, customers, marketing partners and other companies throughout the industries in which we compete. Our success will depend, in part, upon our ability to attract and retain additional skilled personnel, which will require substantial additional funds. There can be no assurance that we will be able to find and attract additional qualified employees or retain any such personnel. Our inability to hire qualified personnel, the loss of services of our key personnel, or the loss of services of executive officers or key employees that may be hired in the future may have a material and adverse effect on our business.

Our operating results may fluctuate significantly as a result of a variety of factors, many of which are outside of our control.

We are subject to the following factors, among others, that may negatively affect our operating results:

•the announcement or introduction of new products by our competitors;

•our ability to upgrade and develop our systems and infrastructure to accommodate growth;

•the decision by significant customers to reduce purchases;

•disputes and litigation with competitors;

•our ability to attract and retain key personnel in a timely and cost-effective manner;

•technical difficulties;

•the amount and timing of operating costs and capital expenditures relating to the expansion of our business, operations and infrastructure;

•regulation by federal, state or local governments; and

•general economic conditions as well as economic conditions specific to the healthcare industry.

For example, our operating results may be harmed by the effect of the COVID-19 pandemic on global economic conditions. As a result of our limited operating history and the nature of the markets in which we compete, it is extremely difficult for us to make accurate forecasts. We have based our current and future expense levels largely on our investment plans and estimates of future events although certain of our expense levels are, to a large extent, fixed. Assuming our products reach the market, we may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in revenues relative to our planned expenditures would have an immediate adverse effect on our business, results of operations and financial condition. Further, as a strategic response to changes in the competitive environment, we may from time to time make certain pricing, service or marketing decisions that could have a material and adverse effect on our business, results of operations and financial condition. Due to the foregoing factors, our revenues and operating results are and will remain difficult to forecast.

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We may need to increase the size of our organization, and we can provide no assurance that we will successfully expand operations or manage growth effectively.

Our significant increase in the scope and the scale of our product launches, including the hiring of additional personnel, has resulted in significantly higher operating expenses. As a result, we anticipate that our operating expenses will continue to increase. Expansion of our operations may also cause a significant demand on our management, finances and other resources. Our ability to manage the anticipated future growth, should it occur, will depend upon a significant expansion of our accounting and other internal management systems and the implementation and subsequent improvement of a variety of systems, procedures and controls. There can be no assurance that significant problems in these areas will not occur. Any failure to expand these areas and implement and improve such systems, procedures and controls in an efficient manner at a pace consistent with our business could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that our attempts to expand our marketing, sales, manufacturing and customer support efforts will be successful or will result in additional sales or profitability in any future period. As a result of the expansion of our operations and the anticipated increase in our operating expenses, as well as the difficulty in forecasting revenue levels, we expect to continue to experience significant fluctuations in our results of operations.

The insurance industry has become more selective in offering some types of coverage and we may not be able to obtain insurance coverage in the future.

The insurance industry has become more selective in offering some types of insurance, such as product liability, product recall, property and directors’ and officers’ liability insurance. Our current insurance program is consistent with both our past level of coverage and our risk management policies. However, we cannot assure you that we will be able to obtain comparable insurance coverage on favorable terms, or at all, in the future. Certain of our customers as well as prospective customers require that we maintain minimum levels of coverage for our products. Lack of coverage or coverage below these minimum required levels could cause these customers to materially change business terms or to cease doing business with us entirely.

We may bear financial risk if we underprice our contracts or overrun cost estimates.

In cases where our contracts are structured as fixed price or fee-for-service with a cap, we bear the financial risk if we initially underprice our contracts or otherwise overrun our cost estimates. Such underpricing or significant cost overruns could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We may not be successful in acquiring complementary businesses or products on favorable terms.

As part of our business strategy, we intend to consider acquisitions of similar or complementary businesses or products. No assurance can be given that we will be successful in identifying attractive acquisition candidates or completing acquisitions on favorable terms. In addition, any future acquisitions will be accompanied by the risks commonly associated with acquisitions. These risks include potential exposure to unknown liabilities of acquired companies or to acquisition costs and expenses, the difficulty and expense of integrating the operations and personnel of the acquired companies, the potential disruption to the business of the combined company and potential diversion of our management's time and attention, the impairment of relationships with and the possible loss of key employees and clients as a result of the changes in management, the incurrence of amortization expenses and write-downs and dilution to the shareholders of the combined company if the acquisition is made for stock of the combined company. In addition, successful completion of an acquisition may depend on consents from third parties, including regulatory authorities and private parties, which consents are beyond our control. There can be no assurance that products, technologies or businesses of acquired companies will be effectively assimilated into the business or product offerings of the combined company or will have a positive effect on the combined company's revenues or earnings. Further, the combined company may incur significant expense to complete acquisitions and to support the acquired products and businesses. Any such acquisitions may be funded with cash, debt or equity, which could have the effect of diluting or otherwise adversely affecting the holdings or the rights of our existing stockholders.

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If we experience a significant disruption in our information technology systems or if we fail to implement new systems and software successfully, our business could be adversely affected.

We depend on information systems throughout our company to control our manufacturing processes, process orders, manage inventory, process and bill shipments and collect cash from our customers, respond to customer inquiries, contribute to our overall internal control processes, maintain records of our property, plant and equipment, and record and pay amounts due vendors and other creditors. Due to COVID-19, most of our employees have been working remotely from home and we have depended on communication tools and remote connections to our information technology systems to conduct business virtually. If we were to experience a prolonged disruption in our information systems that involve interactions amongst employees as well as with customers and suppliers, it could result in the loss of sales and customers and/or increased costs, which could adversely affect our overall business operation.

If we are unable to maintain sales, marketing and distribution capabilities or maintain arrangements with third parties to sell, market and distribute our products, our business may be harmed.

To achieve commercial success for our products, we must sell our product lines and/or technologies at favorable prices. In addition to being expensive, maintaining such a sales force is time-consuming. Qualified direct sales personnel with experience in the natural products industry are in high demand, and there can be no assurance that we will be able to hire or retain an effective direct sales team. Similarly, qualified independent sales representatives both within and outside the United States are in high demand, and we may not be able to build an effective network for the distribution of our product through such representatives. There can be no assurance that we will be able to enter into contracts with representatives on terms acceptable to us. Furthermore, there can be no assurance that we will be able to build an alternate distribution framework should we attempt to do so.

We may also need to contract with third parties in order to market our products. To the extent that we enter into arrangements with third parties to perform marketing and distribution services, our product revenue could be lower and our costs higher than if we directly marketed our products. Furthermore, to the extent that we enter into co-promotion or other marketing and sales arrangements with other companies, any revenue received will depend on the skills and efforts of others, and we do not know whether these efforts will be successful. If we are unable to establish and maintain adequate sales, marketing and distribution capabilities, independently or with others, we will not be able to generate product revenue, and may not become profitable.

Our failure to establish and maintain effective internal control over financial reporting could result in material misstatements in our financial statements, our failure to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which in turn could cause the trading price of our common stock to decline.

Maintaining effective internal control over financial reporting is necessary for us to produce reliable and timely financial statements and disclosures. If we identify material weaknesses in our internal controls and/or fail to establish and maintain effective controls and procedures and internal control over financial reporting it could result in material misstatements in our financial statements and/or a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.

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We are subject to financial and operating covenants in our business financing agreement with Western Alliance Bank, as amended (Credit Agreement) and any failure to comply with such covenants, or obtain waivers in the event of non-compliance, could limit our borrowing availability under the Credit Agreement, resulting in our being unable to borrow under the Credit Agreement and materially adversely impact our liquidity. In addition, our operations may not provide sufficient cash to meet the repayment obligations of debt incurred under the Credit Agreement.

The Credit Agreement contains affirmative and restrictive covenants, including covenants regarding delivery of financial statements, maintenance of inventory, payment of taxes, maintenance of insurance, dispositions of property, business combinations or acquisitions and incurrence of additional indebtedness, among other customary covenants, in each case subject to limited exceptions.

There can be no assurance that we will be able to comply with the financial and other covenants in the Credit Agreement, and the effects of COVID-19 may make it more difficult for us to comply with such covenants. Our failure to comply with these covenants could cause us to be unable to borrow under the Credit Agreement and may constitute an event of default which, if not cured or waived, could result in the acceleration of the maturity of any indebtedness then outstanding under the Credit Agreement, which would require us to pay all amounts then outstanding. If we are unable to repay those amounts, Western Alliance Bank could proceed against the collateral granted to them to secure that debt, which would seriously harm our business. Such an event could materially adversely affect our financial condition and liquidity. Additionally, such events of non-compliance could impact the terms of any additional borrowings and/or any credit renewal terms. Any failure to comply with such covenants may be a disclosable event and may be perceived negatively. Such perception could adversely affect the market price for our common stock and our ability to obtain financing in the future.

Our business could be negatively impacted by cyber security threats, including without limitation a material interruption to our operations including our clinical trials, harm to our reputation, significant fines, penalties and liabilities, breach or triggering of data protection laws, privacy policies and data protection obligations, or a loss of customers or sales.

In the ordinary course of our business, we may collect, process, store and transmit proprietary, confidential and sensitive information, including personal information (including health information), intellectual property, trade secrets, and proprietary business information owned or controlled by ourselves or other parties. We use our data centers and our networks, and those of third parties, to store and access our proprietary business and other sensitive information. We and the third parties upon which we rely may face various cyber security threats, which are prevalent and continue to increase, including, without limitation, cyber security attacks to our information technology infrastructure and attempts by others to gain access to our proprietary or sensitive information, social-engineering attacks (including through phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, and other similar threats. We rely upon third parties service providers and technologies to operate critical business systems to process confidential and personal information in a variety of contexts, including, without limitation, third-party providers of cloud-based infrastructure, employee email, and other functions. Our ability to monitor these third-party providers information security practices is limited, and these third-parties may not have adequate information security measures in place. Ransomware attacks, including those from organized criminal threat actors, nation-states and nation-state supported actors, are becoming increasingly prevalent and can lead to significant interruptions, delays, or outages in our operations, disruption of clinical trials, loss of data (including data related to clinical trials), loss of income, significant extra expenses to restore data or systems, reputational loss and the diversion of funds. To alleviate the financial, operational and reputational impact of a ransomware attack it may be preferable to make extortion payments, but we may be unwilling or unable to do so (including, for example, if applicable laws or regulations prohibit such payments). Similarly, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third-parties and infrastructure in our supply chain or our third-party partners’ supply-chains have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems (including our products/services) or the third-party information technology systems that support us and our services. Due to COVID-19, there may be additional cyber security threats as most of our employees work from home, utilizing network connections outside of the Company premises. These information security risks have significantly increased in recent years in part due to the proliferation of new technologies and the increased sophistication and activities of organized crime, hackers, data and related privacy breaches, terrorists and other external parties, including foreign private parties and state and state-sponsored actors. Any of the previously identified or similar threats could cause a security incident or other interruption and could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to data. A security incident or other interruption could disrupt our ability (and that of third parties upon whom we rely) to provide our products and services.

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Despite the implementation of preventative and detective security measures designed to protect against security incidents, there can be no assurance that these measures will be effective and our internal computer systems and those of our current and any future contractors, consultants, collaborators and third-party service providers, may be vulnerable to damage or interruption from a variety of sources. We may be unable to detect vulnerabilities in our information technology systems (including our products) because such threats and techniques change frequently, are often sophisticated in nature, and may not be detected until after a security incident has occurred. Despite our efforts to identify and remediate vulnerabilities, if any, in our information technology systems (including our products), our efforts may not be successful. Further, we may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities.

The procedures and controls we use to monitor these vulnerabilities and threats and to mitigate our exposure may not be sufficient to prevent all security incidents. These incidents could result in disrupted operations, including suspension of our clinical trial activities, lost opportunities, misstated financial data, liability for stolen assets or information, theft of our intellectual property, loss of data and other personally identifiable or sensitive information, increased costs arising from the implementation of additional security protective measures, litigation and reputational damage. We may expend significant resources, fundamentally change our business activities and practices, or modify our operations, including our clinical trial activities, or information technology in an effort to protect against security incidents and to mitigate, detect, and remediate actual and potential vulnerabilities.

An actual or perceived security incident suffered by us or by a third party upon whom we rely may result in: government enforcement actions that could include investigations, fines, penalties, audits and inspections; additional reporting requirements and/or oversight; temporary or permanent bans on all or some processing of personal data (which could impact our clinical trials); or orders to destroy or not use personal data; indemnification obligations; negative publicity; reputational harm; monetary fund diversions; interruptions in our operations (including availability of data); financial loss; and other similar harms. Further, individuals, clinical trial participants or other relevant stakeholders could sue us for our actual or perceived failure to comply with our security obligations, including, without limitation, in class action litigation. These proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our costs of doing business, adversely affect our reputation or otherwise adversely affect our business. Security incidents and vulnerabilities may cause some of our customers and users to stop using our services and our failure, or perceived failure, to meet expectations with regard to the security, integrity, availability and confidentiality of our network systems and sensitive data could damage our reputation and affect our ability to retain customers, attract new customers and grow our business. Moreover, security incidents can result in the diversion of funds and interruptions, delays, or outages in our operations and services, including due to ransomware attacks and denial-of-service attacks. Failures or significant downtime of our information technology or telecommunication systems or those used by our third-party service providers could cause significant interruptions in our operations and adversely impact the confidentiality, integrity and availability of sensitive or confidential information, including preventing us from conducting clinical trials, tests or research and development activities and preventing us from managing the administrative aspects of our business.

Additionally, some applicable federal, state and foreign laws may require companies to notify individuals of security breaches involving particular personally identifiable information, which could result from breaches experienced by us or by our vendors, contractors, or organizations with which we have relationships. Notifications and follow-up actions related to a security breach are costly, and the disclosures or the failure to comply with such requirements could lead to adverse consequences and could impact our reputation or cause us to incur significant costs, including legal expenses and remediation costs.

Any remedial costs or other liabilities related to security incidents may not be fully insured or indemnified by other means. Our contracts may not contain limitations of liability; however, even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations. Although we maintain cyber insurance, we cannot be sure that our insurance coverage will be adequate or sufficient of protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.

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Risks Related to Our Products

Unfavorable publicity or consumer perception of our products and any similar products distributed by other companies could have a material adverse effect on our business.

We believe the nutritional supplement market is highly dependent upon consumer perception regarding the safety, efficacy and quality of nutritional supplements generally, as well as of products distributed specifically by us. Consumer perception of our products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, national media attention and other publicity regarding the consumption of nutritional supplements. We cannot assure you that future scientific research, findings, regulatory proceedings, litigation, media attention or other favorable research findings or publicity will be favorable to the nutritional supplement market or any product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, such earlier research reports, findings or publicity could have a material adverse effect on the demand for our products and consequently on our business, results of operations, financial condition and cash flows.

Our dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, if accurate or with merit, could have a material adverse effect on the demand for our products, the availability and pricing of our ingredients, and our business, results of operations, financial condition and cash flows. Further, adverse public reports or other media attention regarding the safety, efficacy and quality of nutritional supplements in general, or our products specifically, or associating the consumption of nutritional supplements with illness, could have such a material adverse effect. Any such adverse public reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers’ failure to consume such products appropriately or as directed and the content of such public reports and other media attention may be beyond our control.

We may incur material product liability claims, which could increase our costs and adversely affect our reputation, revenues and operating income.

As a consumer product and ingredient supplier we market and manufacture products designed for human and animal consumption. We are subject to product liability claims if the use of our products is alleged to have resulted in injury. Our products consist of ingredients classified as dietary supplements, or natural health products, and, in most cases, are not subject to pre-market regulatory approval in the United States. Some of our products contain innovative ingredients that do not have long histories of human consumption. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. In addition, the products we sell are produced by third-party manufacturers. As a marketer of products manufactured by third parties, we also may be liable for various product liability claims for products we do not manufacture. We have, and may in the future, be subject to various product liability claims, including, among others, that our products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances. A product liability claim against us could result in increased costs and could adversely affect our reputation with our customers, which, in turn, could have a materially adverse effect on our business, results of operations, financial condition and cash flows.

We utilize ingredients and components for our products from foreign suppliers, and may be negatively affected by the risks associated with international trade and importation issues.

We utilize ingredients and components for a number of our products from suppliers outside of the United States. Accordingly, the acquisition of these ingredients is subject to the risks generally associated with importing raw materials, including, among other factors, delays in shipments, changes in economic and political conditions, quality assurance, health epidemics affecting the region of such suppliers, including COVID-19, nonconformity to specifications or laws and regulations, tariffs, trade and/or labor disputes and foreign currency fluctuations. While we have a supplier certification program and audit and inspect our suppliers’ facilities as necessary both in the United States and internationally, we cannot assure you that raw materials received from suppliers outside of the United States will conform to all specifications, laws and regulations. There have in the past been quality and safety issues in our industry with certain items imported from overseas. We may incur additional expenses and experience shipment delays due to preventative measures adopted by the U.S. governments, our suppliers and our company.

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We may never develop any additional products to commercialize.

We have invested a substantial amount of our time and resources in developing various new products. Commercialization of these products will require additional development, clinical evaluation, regulatory approval, significant marketing efforts and substantial additional investment before they can provide us with any revenue. Despite our efforts, these products may not become commercially successful products for a number of reasons, including but not limited to:

•we may not be able to obtain regulatory approvals for our products, or the approved indication may be narrower than we seek;

•our products may not prove to be safe and effective in clinical trials;

•we may experience delays in our development program;

•any products that are approved may not be accepted in the marketplace;

•we may not have adequate financial or other resources to complete the development or to commence the commercialization of our products or will not have adequate financial or other resources to achieve significant commercialization of our products;

•we may not be able to manufacture any of our products in commercial quantities or at an acceptable cost;

•rapid technological change may make our products obsolete;

•we may be unable to effectively protect our intellectual property rights or we may become subject to claims that our activities have infringed the intellectual property rights of others; and

•we may be unable to obtain or defend patent rights for our products.

In addition, we have a supply agreement with Nestec Ltd. pursuant to which it is our exclusive customer for Niagen® for human use in the medical nutritional and functional food and beverage categories in certain territories. We may never achieve technical feasibility under the supply agreement with Nestec Ltd., and therefore our sales and profit expectations resulting from this agreement may be reduced.

We may not be able to partner with others for technological capabilities and new products and services.

Our ability to remain competitive may depend, in part, on our ability to continue to seek partners that can offer technological improvements and improve existing products and services that are offered to our customers. We are committed to attempting to keep pace with technological change, to stay abreast of technology changes and to look for partners that will develop new products and services for our customer base. We cannot assure prospective investors that we will be successful in finding partners or be able to continue to incorporate new developments in technology, to improve existing products and services, or to develop successful new products and services, nor can we be certain that newly developed products and services will perform satisfactorily or be widely accepted in the marketplace or that the costs involved in these efforts will not be substantial.

If we fail to maintain adequate quality standards for our products and services, our business may be adversely affected and our reputation harmed.

Dietary supplement, nutraceutical, food and beverage, functional food, analytical laboratories, pharmaceutical and cosmetic customers are often subject to rigorous quality standards to obtain and maintain regulatory approval of their products and the manufacturing processes that generate them. A failure to maintain, or, in some instances, upgrade our quality standards to meet our customers’ needs, could cause damage to our reputation and potentially result in substantial sales losses.

If we experience product recalls, we may incur significant and unexpected costs, and our business reputation could be adversely affected.

We may be exposed to product recalls and adverse public relations if our products are alleged to be mislabeled or to cause injury or illness, or if we are alleged to have violated governmental regulations. A product recall could result in substantial and unexpected expenditures, which would reduce operating profit and cash flow. In addition, a product recall may require significant management attention. Product recalls may hurt the value of our brands and lead to decreased demand for our products. Product recalls also may lead to increased scrutiny by federal, state or international regulatory agencies of our operations and increased litigation and could have a material adverse effect on our business, results of operations, financial condition and cash flows.

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Demand for our products and services are subject to the commercial success of our customers’ products, which may vary for reasons outside our control.

Even if we are successful in securing utilization of our products in a customer’s manufacturing process, sales of many of our products and services remain dependent on the timing and volume of the customer’s production, over which we have no control. The demand for our products depends on regulatory approvals and frequently depends on the commercial success of the customer’s supported product. Regulatory processes are complex, lengthy, expensive, and can often take years to complete.

We rely on single or a limited number of third-party suppliers for the raw materials required to produce our products.

Our dependence on a limited number of third-party suppliers or on a single supplier, and the challenges we may face in obtaining adequate supplies of raw materials, involve several risks, including limited control over pricing, availability, health epidemics affecting the region of such suppliers (including the coronavirus), quality and delivery schedules. We cannot be certain that our current suppliers will continue to provide us with the quantities of these raw materials that we require or satisfy our anticipated specifications and quality requirements. Due to COVID-19, there may be delays in shipments from our suppliers. Any supply interruption in limited or sole sourced raw materials could materially harm our ability to manufacture our products until a new source of supply, if any, could be identified and qualified. We may be unable to find a sufficient alternative supply channel in a reasonable time or on commercially reasonable terms. Any performance failure on the part of our suppliers could delay the development and commercialization of our products, or interrupt production of then existing products that are already marketed, which would have a material adverse effect on our business. For example, W.R. Grace & Co.-Conn. (Grace) is the exclusive manufacturer to us for the supply of NR. There is no guarantee that we will be able to continue to contract with Grace for the supply of NR, or that such terms will be favorable to us.

Risks Related to our Intellectual Property

Our ability to protect our intellectual property and proprietary technology through patents and other means is uncertain and may be inadequate, which would have a material and adverse effect on us.

Our success depends significantly on our ability to protect our proprietary rights to the technologies used in our products. We rely on patent protection, as well as a combination of copyright, trade secret and trademark laws and nondisclosure, confidentiality and other contractual restrictions to protect our proprietary technology, including our licensed technology. However, these legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. For example, our pending United States and foreign patent applications may not issue as patents in a form that will be advantageous to us or may issue and be subsequently successfully challenged by others and invalidated. In addition, our pending patent applications include claims to material aspects of our products and procedures that are not currently protected by issued patents. Both the patent application process and the process of managing patent disputes can be time consuming and expensive. Competitors may be able to design around our patents or develop products which provide outcomes which are comparable or even superior to ours. Steps that we have taken to protect our intellectual property and proprietary technology, including entering into confidentiality agreements and intellectual property assignment agreements with some of our officers, employees, consultants and advisors, may not provide us with meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements. Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as do the laws of the United States.

In the event a competitor infringes our licensed or pending patent or other intellectual property rights, enforcing those rights may be costly, uncertain, difficult and time consuming. Even if successful, litigation to enforce our intellectual property rights or to defend our patents against challenge could be expensive and time consuming and could divert our management’s attention. We may not have sufficient resources to enforce our intellectual property rights or to defend our patents rights against a challenge. The failure to obtain patents and/or protect our intellectual property rights could have a material and adverse effect on our business, results of operations and financial condition.

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Our patents and licenses may be subject to challenge on validity grounds, and our patent applications may be rejected.

We rely on our patents, patent applications, licenses and other intellectual property rights to give us a competitive advantage. Whether a patent is valid, or whether a patent application should be granted, is a complex matter of science and law, and therefore we cannot be certain that, if challenged, our patents, patent applications and/or other intellectual property rights would be upheld nor can we be certain we will prevail in an appeal. If one or more of those patents, patent applications, licenses and other intellectual property rights are invalidated, rejected or found unenforceable and we are unable to reverse that finding through an appeal, that could reduce or eliminate any competitive advantage we might otherwise have had.

We may become subject to claims of infringement or misappropriation of the intellectual property rights of others, which could prohibit us from developing our products, require us to obtain licenses from third parties or to develop non-infringing alternatives and subject us to substantial monetary damages.

Third parties could, in the future, assert infringement or misappropriation claims against us with respect to products we develop. Whether a product infringes a patent or misappropriates other intellectual property involves complex legal and factual issues, the determination of which is often uncertain. Therefore, we cannot be certain that we have not infringed the intellectual property rights of others. There may be third-party patents or patent applications with claims to materials, formulations, methods of manufacture or methods for use related to the use or manufacture of our products, and our potential competitors may assert that some aspect of our product infringes their patents. Because patent applications may take years to issue, there also may be applications now pending of which we are unaware that may later result in issued patents upon which our products could infringe. There also may be existing patents or pending patent applications of which we are unaware upon which our products may inadvertently infringe.

Any infringement or misappropriation claim could cause us to incur significant costs, place significant strain on our financial resources, divert management’s attention from our business and harm our reputation. If the relevant patents in such claim were upheld as valid and enforceable and we were found to infringe them, we could be prohibited from manufacturing or selling any product that is found to infringe unless we could obtain licenses to use the technology covered by the patent or are able to design around the patent. We may be unable to obtain such a license on terms acceptable to us, if at all, and we may not be able to redesign our products to avoid infringement, which could materially impact our revenue. A court could also order us to pay compensatory damages for such infringement, plus prejudgment interest and could, in addition, treble the compensatory damages and award attorney fees. These damages could be substantial and could harm our reputation, business, financial condition and operating results. A court also could enter orders that temporarily, preliminarily or permanently enjoin us and our customers from making, using, or selling products, and could enter an order mandating that we undertake certain remedial activities. Depending on the nature of the relief ordered by the court, we could become liable for additional damages to third parties.

The prosecution and enforcement of patents licensed to us by third parties are not within our control. Without these technologies, our products may not be successful and our business would be harmed if the patents were infringed on or misappropriated without action by such third parties.

We have obtained licenses from third parties for patents and patent application rights related to ingredients and/or the products we are developing, allowing us to use intellectual property rights owned by or licensed to these third parties. We do not control the maintenance, prosecution, enforcement or strategy for many of these patents or patent application rights and as such are dependent in part on the owners of the intellectual property rights to maintain their viability. If any third-party licensor is unable to successfully maintain, prosecute or enforce the licensed patents and/or patent application rights related to our products, we may become subject to infringement or misappropriate claims or lose our competitive advantage. Without access to these technologies or suitable design-around or alternative technology options, our ability to conduct our business could be impaired significantly.

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We are currently engaged in substantial and complex litigation with Elysium Health, Inc. and Elysium Health LLC (collectively, "Elysium"), the outcome of which could materially harm our business and financial results.

The litigation includes multiple complaints and counterclaims by us and Elysium in venues in California and New York, as well as a patent infringement complaint filed by the Company and Trustees of Dartmouth College. For further details on this litigation, please refer to Note 10, Commitments and Contingencies, Legal Proceedings in the Notes to the Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

The litigation is substantial and complex, and it has caused and could continue to cause us to incur significant costs, as well as distract our management over an extended period. The litigation may substantially disrupt our business and we cannot assure you that we will be able to resolve the litigation on terms favorable to us. If we are unsuccessful in resolving the litigation on favorable terms to us, we may be forced to pay compensatory and punitive damages and restitution for any royalty payments that we received from Elysium, which payments could materially harm our business, or be subject to other remedies, including injunctive relief. We cannot predict the outcome of our litigation with Elysium, which could have any of the results described above or other results that could materially adversely affect our business.

We may be subject to damages resulting from claims that we, our employees, or our independent contractors have wrongfully used or disclosed alleged trade secrets of others.

Some of our employees were previously employed at other dietary supplement, nutraceutical, food and beverage, functional food, analytical laboratories, pharmaceutical and cosmetic companies. We may also hire additional employees who are currently employed at other such companies, including our competitors. Additionally, consultants or other independent agents with which we may contract may be or have been in a contractual arrangement with one or more of our competitors. We may be subject to claims that these employees or independent contractors have used or disclosed such other party’s trade secrets or other proprietary information. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to our management. If we fail to defend such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to market existing or new products, which could severely harm our business.

Risks Related to Regulatory Approval of Our Products and Other Government Regulations

We are subject to regulation by various federal, state and foreign agencies that require us to comply with a wide variety of regulations, including those regarding the manufacture of products, advertising and product label claims, the distribution of our products and environmental matters. Failure to comply with these regulations could subject us to fines, penalties and additional costs.

Some of our operations are subject to regulation by various United States federal agencies and similar state and international agencies, including the Department of Commerce, the FDA, the FTC, the Department of Transportation and the Department of Agriculture. These regulations govern a wide variety of product activities, from design and development to labeling, manufacturing, handling, sales and distribution of products. If we fail to comply with any of these regulations, we may be subject to fines or penalties, have to recall products and/or cease their manufacture and distribution, which would increase our costs and reduce our sales.

We are also subject to various federal, state, local and international laws and regulations that govern the handling, transportation, manufacture, use and sale of substances that are or could be classified as toxic or hazardous substances. Some risk of environmental damage is inherent in our operations and the products we manufacture, sell, or distribute. Any failure by us to comply with the applicable government regulations could also result in product recalls or impositions of fines and restrictions on our ability to carry on with or expand in a portion or possibly all of our operations. If we fail to comply with any or all of these regulations, we may be subject to fines or penalties, have to recall products and/or cease their manufacture and distribution, which would increase our costs and reduce our sales.

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Government regulations of our customer’s business are extensive and are constantly changing. Changes in these regulations can significantly affect customer demand for our products and services.

The process by which our customers’ industries are regulated is controlled by government agencies and depending on the market segment can be very expensive, time consuming, and uncertain. Changes in regulations or the enforcement practices of current regulations could have a negative impact on our customers and, in turn, our business. At this time, it is unknown how the FDA will interpret and to what extent it will enforce Good Manufacturing Practices, and other regulations that will likely affect many of our customers. These uncertainties may have a material impact on our results of operations, as lack of enforcement or an interpretation of the regulations that lessens the burden of compliance for the dietary supplement marketplace may cause a reduced demand for our products and services.

Changes in government regulation or in practices relating to the pharmaceutical, dietary supplement, food and cosmetic industry could decrease the need for the services we provide.

Governmental agencies throughout the world, including in the United States, strictly regulate the pharmaceutical, dietary supplement, food and cosmetic industries. Changes in regulation, such as a relaxation in regulatory requirements or the introduction of simplified drug approval procedures, or an increase in regulatory requirements that we have difficulty satisfying or that make our services less competitive, could eliminate or substantially reduce the demand for our services. Also, if the government makes efforts to contain drug costs and pharmaceutical and biotechnology company profits from new drugs, or if health insurers were to change their practices with respect to reimbursements for pharmaceutical products, our customers may spend less, or reduce their spending on research and development.

If we should in the future become required to obtain regulatory approval to market and sell our goods we will not be able to generate any revenues until such approval is received.

The pharmaceutical industry is subject to stringent regulation by a wide range of authorities. While we believe that, given our present business, we are not currently required to obtain regulatory approval to market our goods because, among other things, we do not (i) produce or market any clinical devices or other products, or (ii) sell any medical products or services to the customer, we cannot predict whether regulatory clearance will be required in the future and, if so, whether such clearance will at such time be obtained for any products that we are developing or may attempt to develop. Should such regulatory approval in the future be required, our goods may be suspended or may not be able to be marketed and sold in the United States until we have completed the regulatory clearance process as and if implemented by the FDA. Satisfaction of regulatory requirements typically takes many years, is dependent upon the type, complexity and novelty of the product or service and would require the expenditure of substantial resources.

If regulatory clearance of a good that we propose to market and sell is granted, this clearance may be limited to those particular states and conditions for which the good is demonstrated to be safe and effective, which would limit our ability to generate revenue. We cannot ensure that any good that we develop will meet all of the applicable regulatory requirements needed to receive marketing clearance. Failure to obtain regulatory approval will prevent commercialization of our goods where such clearance is necessary. There can be no assurance that we will obtain regulatory approval of our proposed goods that may require it.

Compliance with stringent and changing global privacy and data security laws and regulations could result in additional costs and liabilities to us or inhibit our ability to collect and, if applicable, process data globally, and the failure or perceived failure to comply with such laws and regulations could have a material adverse effect on our business, financial condition or results of operations.

We collect, receive, store, process, use, generate, transfer, disclose, make accessible, protect and share personal information and other sensitive information, including but not limited to proprietary and confidential business information, trade secrets, intellectual property, information we collect about patients in connection with clinical trials, and sensitive third-party information necessary to operate our business, for legal and marketing purposes. Accordingly, we are, or may become, subject to numerous federal, state, local, and foreign data privacy and security laws, regulations, guidance and industry standards as well as external and internal privacy and security policies, contracts and other obligations that apply to the processing of personal data by us and on our behalf. The legal framework for the collection, use, safeguarding, sharing, transfer and other processing of information worldwide is rapidly evolving and may remain unsettled for the foreseeable future.

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Outside the United States, an increasing number of laws, regulations, and industry standards apply to data privacy and security. For example, the European Union’s General Data Protection Regulation (GDPR) and the United Kingdom’s GDPR (UK GDPR) imposes strict obligations on the processing of personal data, including, without limitation, and personal health data. The GDPR and UK GDPR set out extensive compliance requirements, including providing detailed disclosures about how personal data is collected and processed, demonstrating that an appropriate legal basis is in place or otherwise exists to justify data processing activities; granting new rights for data subjects in regard to their personal data, as well as enhancing pre-existing rights (e.g., data subject access requests); requiring the appointment of a data protection officer in certain circumstances; mandating the appointment of representatives in the United Kingdom and/or the EEA in certain circumstances; introducing the obligation to notify data protection regulators or supervisory authorities (and in certain cases, affected individuals) of significant data breaches; imposing limitations on retention of personal data; maintaining a record of data processing; and complying with the principle of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit. The processing of sensitive personal data, such as health information, impose heightened compliance burdens under the GDPR and the UK Data Protection Act and is a topic of active interest among foreign regulators. Moreover, the GDPR and the UK Data Protection Act increase our obligations with respect to clinical trials conducted in the EU and the UK by expanding the definition of personal data to include coded data and requiring changes to informed consent practices and more detailed notices for clinical trial participants and investigators.

Recent legal developments in Europe have created complexity and uncertainty regarding transfers of personal data from the European Economic Area, or EEA, to the United States. On July 16, 2020, in a case known as Schrems II, the Court of Justice of the European Union, or CJEU, invalidated the EU-US Privacy Shield Framework under which personal data could be transferred from the EEA to U.S. entities who had self-certified under the Privacy Shield scheme. While the CJEU upheld the adequacy of the Standard Contractual Clauses (a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism, and potential alternative to the Privacy Shield), it made clear that reliance on them alone may not necessarily be sufficient in all circumstances. Use of the standard contractual clauses must now be assessed on a case-by-case basis taking into account the legal regime applicable in the destination country, in particular applicable surveillance laws and rights of individuals and additional measures and/or contractual provisions may need to be put in place. Additionally, new Standard Contractual Clauses that repealed the Standard Contractual Clauses adopted under the Data Protection Directive have recently been adopted on June 4, 2021 by the European Commission. We thus are still in the process of updating all our contracts entailing the transfer of personal data outside of the European Economic Area with this new Standard Contractual Clauses. As supervisory authorities issue further guidance on personal data export mechanisms, including on the new Standard Contractual Clauses, and/or start taking enforcement action, we could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we conduct clinical trials, it could affect our business. While the President of the United States and the President of the European Commission announced on March 25, 2022 that they had reached an agreement in principle for a Trans-Atlantic Data Privacy Framework, which would allow personal data to flow freely and safely between the EU and participating U.S. companies, there are some uncertainties on whether such Trans-Atlantic Data Privacy Framework would be effectively adopted and if so, by when it would be applicable. The agreement in principle now needs to be translated into legally binding commitments, which include the adoption by the United States of a new set of rules and binding safeguards to limit access to data by U.S. intelligence authorities and procedures to ensure effective oversight of new privacy and civil liberties standards, as well as the implementation of a new two-tier redress system to investigate and resolve complaints by European citizens on access of data by U.S. Intelligence authorities. Subject to the effective implementation of such commitments by the United States, the European Commission would further launch the procedure to adopt an adequacy decision, which involves a proposal from the European Commission, an opinion of the European Data Protection Board, an approval from representatives of EU countries, and the adoption of the decision by the European Commission. Accordingly, the new Trans-Atlantic Data Privacy Framework may not be adopted in a near future and thus, the transfer of personal data from the EU to the United States still entail in-depth legal analysis and heavy paperwork requirements until then.

Relatedly, following the United Kingdom’s withdrawal from the EEA and the EU, we also have to comply with the UK-specific requirements related to data protection, including with respect to transfer of personal data outside of the UK, which increases our regulatory compliance burden. The UK also recently updated its transfer mechanism and we will need to update all of our contracts entailing the transfer of personal data outside of the United Kingdom with this new UK-specific transfer tools.

If we cannot implement a valid compliance mechanism for cross-border data transfers, we may face increased exposure to regulatory actions, substantial fines, and injunctions against processing or transferring personal data from Europe or elsewhere. The inability to import personal data to the United States could significantly and negatively impact our business operations, including by limiting our ability to conduct clinical trial activities in Europe and elsewhere; limiting our ability to collaborate with parties that are subject to European and other data privacy and security laws; or requiring us to increase our personal data processing capabilities and infrastructure in Europe and/or elsewhere at significant expense.

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Additionally, in the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, and consumer protection laws. The California Consumer Privacy Act of 2018 (CCPA) imposes obligations on businesses to which it applies. These obligations include, but are not limited to, providing specific disclosures in privacy notices and affording California residents certain rights related to their personal data. The CCPA allows for statutory fines for noncompliance (up to $7,500 per violation). In addition, it is anticipated that the California Privacy Rights Act of 2020 (CPRA), effective January 1, 2023, will expand the CCPA. For example, the CPRA establishes a new California Privacy Protection Agency to implement and enforce the CPRA, which could increase the risk of an enforcement action. Other states have enacted data privacy laws. For example, Virginia passed the Consumer Data Protection Act, Colorado passed the Colorado Privacy Act and Utah passed the Utah Consumer Privacy Act all three of which differ from the CPRA and become effective in 2023. If we become subject to new data privacy laws, at the state level, the risk of enforcement action against us could increase because we may become subject to additional obligations, and the number of individuals or entities that can initiate actions against us may increase (including individuals, via a private right of action, and state actors). In addition, data privacy and security laws have been proposed at the federal, state, and local levels in recent years, which could further complicate compliance efforts.

Our obligations related to data privacy and security are quickly changing in an increasingly stringent fashion, creating some uncertainty as to the effective future legal framework. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or in conflict among jurisdictions. Preparing for and complying with these obligations requires us to devote significant resources (including, without limitation, financial and time-related resources). These obligations may necessitate changes to our information technologies, systems, and practices and to those of any third parties that process personal data on our behalf. In addition, these obligations may require us to change our business model. Collectively, these laws may increase our compliance costs and potential liability. Although we endeavor to comply with our published policies, other documentation, and all applicable privacy and security laws, we may at times fail to do so or may be perceived to have failed to do so. Moreover, despite our efforts, our personnel or third parties upon whom we rely may fail to comply with such obligations, which could negatively impact our business operations and compliance posture. For example, any failure by a third-party processor to comply with applicable law, regulations, or contractual obligations could result in adverse effects, including inability to operate our business and proceedings against us by governmental entities or others. If we fail, or are perceived to have failed, to address or comply with obligations related to data privacy and security, we could face government enforcement actions that could include investigations, fines, penalties, audits and inspections; additional reporting requirements and/or oversight; temporary or permanent bans on all or some processing of personal data; orders to destroy or not use personal data; and imprisonment of company officials. Further, individuals or other relevant stakeholders could sue us for our actual or perceived failure to comply with our data privacy and security obligations, including, without limitation, in class action litigation. Any of these events could have a material adverse effect on our reputation, business, or financial condition, and could lead to a loss of actual or prospective customers, collaborators or partners; interrupt or stop clinical trials; result in an inability to process personal data or to operate in certain jurisdictions; limit our ability to develop or commercialize our products; or require us to revise or restructure our operations. Moreover, such suits, even if we are not found liable, could be expensive and time-consuming to defend and could result in adverse publicity that could harm our business or have other material adverse effects. Additionally, we expect that there will continue to be new proposed laws and regulations concerning data privacy and security, and we cannot yet determine the impact such future laws, regulations and standards may have on our business.

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Risks Related to the Securities Markets and Ownership of our Equity Securities

The market price of our common stock may be volatile and adversely affected by several factors.

The market price of our common stock could fluctuate significantly in response to various factors and events, including, but not limited to:

•our ability to integrate operations, technology, products and services;

•our ability to execute our business plan;

•our operating results are below expectations;

•our issuance of additional securities, including debt or equity or a combination thereof,;

•announcements of technological innovations or new products by us or our competitors;

•acceptance of and demand for our products by consumers;

•media coverage regarding our industry or us;

•litigation arbitration, or other adverse non-judicial proceedings;

•disputes with or our inability to collect from significant customers;

•loss of any strategic relationship;

•industry developments, including, without limitation, changes in healthcare policies or practices;

•economic and other external factors, including effects of the COVID-19 pandemic;

•reductions in purchases from our large customers;

•period-to-period fluctuations in our financial results; and

•whether an active trading market in our common stock develops and is maintained.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

We have not paid cash dividends in the past and do not expect to pay cash dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.

We have never paid cash dividends on our capital stock and do not anticipate paying cash dividends on our capital stock in the foreseeable future. The payment of dividends on our capital stock will depend on our earnings, financial condition and other business and economic factors affecting us at such time as the board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if the common stock price appreciates.

Our ability to use our net operating loss (NOL) carryforwards and certain other tax attributes may be limited.

Our federal net operating losses (NOLs) generated in taxable years beginning on or prior to December 31, 2017 could expire unused. Under current law, federal NOLs incurred in taxable years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such federal NOLs in tax years beginning after December 31, 2020, is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to federal tax laws. In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes (such as research tax credits) to offset its post-change income or taxes may be limited. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which may be outside of our control. As a result, if we earn net taxable income, our ability to use our pre-ownership change NOL carryforwards to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

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We have a significant number of outstanding options and unvested restricted stock units. Future sales of these shares could adversely affect the market price of our common stock.

As of March 31, 2022, we had outstanding options for an aggregate of approximately 12.0 million shares of common stock at a weighted average exercise price of $4.32 per share and unvested restricted stock units of approximately 0.4 million shares. The holders may sell many of these shares in the public markets from time to time, without limitations on the timing, amount or method of sale. As and when our stock price rises, if at all, more outstanding options will be in-the-money and the holders may exercise their options and sell a large number of shares. This could cause the market price of our common stock to decline.

Our bylaws, as amended (Bylaws) provide that the Court of Chancery of the State of Delaware is the exclusive forum for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our Bylaws provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to our company or our stockholders, (iii) any action asserting a claim against our company arising pursuant to any provision of the Delaware General Corporation Law or our amended and restated certificate of incorporation or Bylaws, or (iv) any action asserting a claim against our company governed by the internal affairs doctrine.

This choice of forum provision may limit a stockholder’s ability to bring certain claims in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. While the Delaware courts have determined that such choice of forum provisions are facially valid and several state trial courts have enforced such provisions, there is no guarantee that courts of appeal will affirm the enforceability of such provisions and a stockholder may nevertheless seek to bring a claim in a venue other than that designated in the exclusive forum provision. If a court were to find this choice of forum provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

General Risks

We may become involved in securities class action litigation that could divert management’s attention and harm our business.

The stock market in general, and the stocks of early stage companies in particular, have experienced extreme price and volume fluctuations. These fluctuations have often been unrelated or disproportionate to the operating performance of the companies involved. If these fluctuations occur in the future, the market price of our shares could fall regardless of our operating performance. In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. If the market price or volume of our shares suffers extreme fluctuations, then we may become involved in this type of litigation, which would be expensive and divert management’s attention and resources from managing our business.

As a public company, we may also from time to time make forward-looking statements about future operating results and provide some financial guidance to the public markets. Projections may not be made in a timely manner or we might fail to reach expected performance levels and could materially affect the price of our shares. Any failure to meet published forward-looking statements that adversely affect the stock price could result in losses to investors, stockholder lawsuits or other litigation, sanctions or restrictions issued by the Securities and Exchange Commission.

Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition or results of operations.

New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our business operations and financial performance. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. For example, the Biden administration and Congress have proposed various U.S. federal tax law changes, which if enacted could have a material impact on our business, cash flows, financial condition or results of operations. In addition, it is uncertain if and to what extent various states will conform to federal tax laws. Future tax reform legislation could have a material impact on the value of our deferred tax assets, could result in significant one-time charges, and could increase our future U.S. tax expense.

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Our shares of common stock may be thinly traded, so you may be unable to sell at or near ask prices or at all.

We cannot predict the extent to which an active public market for our common stock will develop or be sustained. This situation may be attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community who generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we have become more seasoned and viable. As a consequence, there may be periods of several days or weeks when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot assure you that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained or not diminish.

Stockholders may experience significant dilution if future equity offerings are used to fund operations or acquire complementary businesses.

If future operations or acquisitions are financed through the issuance of additional equity securities, stockholders could experience significant dilution. Securities issued in connection with future financing activities or potential acquisitions may have rights and preferences senior to the rights and preferences of our common stock. In addition, the issuance of shares of our common stock upon the exercise of outstanding options or warrants may result in dilution to our stockholders.

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Item 6. Exhibits

Exhibit No.	Description of Exhibits
2.1	Agreement and Plan of Merger, dated as of May 21, 2008, by and among Cody Resources, Inc., CDI Acquisition, Inc. and ChromaDex, Inc., as amended on June 10, 2008 (incorporated by reference to, and filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 333-140056) filed with the Commission on June 24, 2008) (1)
3.1	Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to, and filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-37752) filed with the Commission on March 15, 2018)
3.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to, and filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 000-53290) filed with the Commission on April 12, 2016)
3.3	Amended and Restated Bylaws of the Registrant (incorporated by reference to, and filed as Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K (File No. 001-37752) filed with the Commission on March 15, 2022)
4.1	Form of Stock Certificate representing shares of the Registrant’s Common Stock (incorporated by reference to, and filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K (File No. 000-53290) filed with the Commission on April 3, 2009)
4.2	Investor’s Rights Agreement, effective as of December 31, 2005, by and between The University of Mississippi Research Foundation and the Registrant (incorporated by reference to, and filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 333-140056) filed with the Commission on June 24, 2008)
4.3	Tag-Along Agreement effective as of December 31, 2005, by and among the Registrant, 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 to, and filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 333-140056) filed with the Commission on June 24, 2008)
4.4	Form of Stock Certificate representing shares of the Registrant’s Common Stock effective as of January 1, 2016 (incorporated by reference to, and filed as Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K (File No. 001-37752) filed with the Commission on March 17, 2016)
4.5	Form of Stock Certificate representing shares of the Registrant’s Common Stock effective as of December 10, 2018 (incorporated by reference to, and filed as Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K (File No. 001-37752) filed with the Commission on March 7, 2019)
4.6	Registration Rights Agreement, dated as of May 9, 2019, by and among the Registrant and the parties thereto (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 10, 2019)
4.7	Registration Rights Agreement, dated as of August 15, 2019, by and among the Registrant and the parties thereto (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 15, 2019)
4.8	Registration Rights Agreement, dated as of April 27, 2020, by and among the Registrant and the parties thereto (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 29, 2020)
4.9	Registration Rights Agreement, dated February 20, 2021, by and among the Company and the Purchaser (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 22, 2021)
10.1	Second Amendment to the Amended and Restated Exclusive License Agreement, effective as of January 1, 2022, between Dartmouth College and ChromaDex, Inc. **❖
10.2	First Amendment to the Amended and Restated Exclusive License Agreement, effective as of December 29, 2020, between Dartmouth College and ChromaDex, Inc. ❖
10.3	Side letter agreement to the Amended and Restated Exclusive License Agreement, effective as of March 13, 2019, between Dartmouth College and ChromaDex, Inc. **❖
10.4	Restated and Amended Exclusive License Agreement, effective as of March 13, 2017, between Dartmouth College and ChromaDex, Inc. **❖
10.5	First Amendment to the Joint Ownership Management Agreement, effective March 9, 2022, between Queen’s University of Belfast and ChromaDex, Inc.**❖
10.6	Joint Ownership Management Agreement, effective October 9, 2015, between Queen’s University of Belfast and ChromaDex, Inc.**❖

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Exhibit No.	Description of Exhibits
10.7	Transition and Separation Agreement, effective July 8, 2021, between Lisa Harrington and ChromaDex, Inc. ❖ (2)
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(A) of the Securities Exchange Act of 1934, as amended❖
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(A) of the Securities Exchange Act of 1934, as amended❖
32.1	Certification pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002)❖
101.INS	Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

v    Filed herewith.

(1)    Plan and related Forms were assumed by ChromaDex Corporation pursuant to Agreement and Plan of Merger, dated as of May 21, 2008, among ChromaDex Corporation (formerly Cody Resources, Inc.), CDI Acquisition, Inc. and ChromaDex, Inc.

(2)    Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ChromaDex Corporation undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission; provided, however, that ChromaDex Corporation may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule so furnished.

**    Certain portions of this exhibit (indicated by asterisks) have been excluded pursuant to Item 601(b)(10) of Regulation S-K because they are both not material and are the type that the Registrant treats as private or confidential.

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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 thereunto duly authorized.

	CHROMADEX CORPORATION
Date: May 12, 2022	/s/ KEVIN M. FARR
	Kevin M. Farr
	Chief Financial Officer
	(principal financial and accounting officer and duly authorized on behalf of the registrant)

EX-10.1

Exhibit 10.1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

SECOND AMENDMENT
TO THE
CHROMADEX, INC. - DARTMOUTH RESTATED AND AMENDED
EXCLUSIVE LICENSE AGREEMENT

This Amendment (this “Amendment”), effective as of this 1st day of January, 2022 (the “Effective Date”), to the ChromaDex, Inc. - Dartmouth Restated and Amended Exclusive License Agreement, dated September 2019, as amended on December 29, 2020 (“License Agreement”), is made by and between:

(1)    TRUSTEES OF DARTMOUTH COLLEGE, a non-profit educational and research institution existing under the laws of the State of New Hampshire, and being located at Hanover, New Hampshire 03755, hereinafter called “Dartmouth”, and

(2)    CHROMADEX, INC., a corporation of the State of California, with a principal place of business at 10900 Wilshire Blvd., Suite 600, Los Angeles, California 90024; hereinafter called “Company”.

Unless otherwise defined herein, each of the capitalized terms used in this Amendment shall have the meaning ascribed to it in the License Agreement.

RECITALS:

WHEREAS, Company requested that Dartmouth join as a co-plaintiff in a patent infringement lawsuit to assert the Dartmouth Patent Rights brought by Company against Elysium Health, Inc. in the U.S. District Court for the District of Delaware (the “Elysium Litigation”);

WHEREAS, pursuant to Section 8.01 of the License Agreement and the parties’ September 15, 2018 letter confirming the terms of Dartmouth’s consent to join as a co-plaintiff in the Elysium Litigation, Company agreed to pay for, and has been paying, all of Dartmouth’s out-of-pocket costs, including reasonable attorney’s fees for Dartmouth to retain its own counsel; any other expenses associated with the Elysium Litigation, and any damages resulting from the Elysium Litigation;

WHEREAS, on September 21, 2021, the district court in the Elysium Litigation granted Elysium’s motion for summary judgment finding that two of the Dartmouth Patent Rights — U.S. Patent Nos. [***] and [***] — are invalid under 35 U.S.C. § 101;

WHEREAS, on November 2, 2021, Company filed in the Elysium Litigation a notice of appeal to the U.S. Court of Appeals for the Federal Circuit (the “Elysium Appeal”);

WHEREAS, Company requested that Dartmouth join as a co-plaintiff in a patent infringement lawsuit to assert the Dartmouth Patent Rights brought by Company against Thorne Research, Inc. in the U.S. District Court for the Southern District of New York (the “Thorne Litigation”);

WHEREAS, pursuant to Section 8.01 of the License Agreement and the parties’ May 6, 2021 letter confirming the terms of Dartmouth’s consent to join as a co-plaintiff in the Thorne Litigation, Company agreed to pay for, and has been paying, all of Dartmouth’s out-of-pocket costs, including reasonable attorney’s fees for Dartmouth to retain its own counsel; any other expenses associated with the Thorne Litigation, and any damages resulting from the Thorne Litigation;

WHEREAS, Thorne Research, Inc. has filed inter partes review petitions seeking review of two of the Dartmouth Patent Rights — U.S. Patent Nos. [***] and [***] — which have each been instituted by the Patent Trial and Appeal Board (the “Thorne IPRs”);

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WHEREAS, pursuant to Section 8.01 of the License Agreement, Company agreed to pay for, and has been paying, all of Dartmouth’s out-of-pocket costs, including reasonable attorney’s fees for Dartmouth to retain its own counsel; any other expenses associated with the Thorne IPRs, and any damages resulting from the Thorne IPRs;

WHEREAS, the Thorne Litigation is presently stayed pending the outcome of the Thorne IPRs;

NOW, THEREFORE, Dartmouth and Company hereby agree to amend the License Agreement, with effect from and after the Effective Date, as follows:

1.Addition of Section 8.02. Article VIIII (Infringement Matters) of the License Agreement is hereby amended with the addition of the following:

Section 8.02 Obligations to Appeal Decisions Detrimental to the Dartmouth Patent Rights.

(a)    Company agrees to take all steps reasonably necessary to vindicate and protect the Dartmouth Patent Rights in any proceeding (including in the Elysium Litigation, the Thorne Litigation, and the Thorne IPRs), including pursuing all reasonable administrative or judicial appellate review of any decision adverse to the validity or enforceability of the Dartmouth Patent Rights. This obligation includes, at a minimum, prosecuting the Elysium Appeal in the U.S. Court of Appeals for the Federal Circuit, and defending the Thorne IPRs (unless the Elysium Appeal is lost and Dartmouth and Company agree, as set forth below, to forego further appeals). Dartmouth and Company agree to confer in good faith to discuss pursuing any additional appellate relief beyond the Elysium Appeal, including, without limitation, pursuing panel rehearing or rehearing en banc in the event of an adverse decision by the Court of Appeals for the Federal Circuit, and pursuing an appeal to the U.S. Supreme Court (individually and collectively “Appellate Strategy”). Dartmouth and Company agree that any Appellate Strategy shall include a good faith and reasonable assessment of whether the sought relief can be achieved by or before the expiration of the statute of limitations with respect to potentials claims under U.S. Patent No. [***] and U.S. Patent No. [***].

(b)    If Company, in good faith, determines that further legal action or appeals to vindicate and protect the Dartmouth Patent Rights in any proceeding (including in the Elysium Litigation, Thorne Litigation, and Thorne IPRs), are unwarranted, inappropriate, or unlikely to prevail, the obligations set forth Section 8.02(a) may be terminated with, and only with, Dartmouth’s written consent, which consent may not be unreasonably withheld.

(c)    In connection with any proceeding concerning the Dartmouth Patent Rights (including the Elysium Litigation, the Thorne Litigation, and the Thorne IPRs), Company agrees to pay for all of Dartmouth’s out-of-pocket costs, including reasonable attorney’s fees for Dartmouth to retain its own counsel; any other expenses associated with the proceeding; and any damages resulting from the proceeding and Company shall keep Dartmouth’s counsel apprised of matters affecting the Dartmouth Patent Rights. In the event Dartmouth intends to engage counsel not already engaged as of November 2, 2021, Dartmouth shall promptly provide notice of its desired counsel to Company in writing (“New Dartmouth Counsel”). Dartmouth shall be solely responsible for all expenses, attorneys fees, retainer amounts, and other costs generated by New Dartmouth Counsel. Payment of specified sums, including costs, fees, and expenses, shall be made promptly as they are billed. Company and Dartmouth shall cooperate meaningfully in the proceeding, including the opportunity to review and comment in advance on all filings and reports and the selection of experts, to have reasonable advance notice and the opportunity to participate in witness and expert meetings and depositions; and to have reasonable advance notice and an opportunity to participate in all planning and strategy sessions. Dartmouth must also have the opportunity to approve any statement made about Dartmouth in the proceeding (in pleadings, motion papers, arguments, etc.) or otherwise made in public about the proceeding.

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2.Additions to Section 5.01. Section 5.01 (Payments) of the License Agreement is hereby amended with the addition of the following subsections:

(e)    All unpaid earned royalties from Company’s 2021 second (2nd) Calendar Quarter shall be calculated at [***] based on the value of Net Sales of the Licensed Products, and all unpaid royalties from Company’s 2021 third (3rd) and fourth (4th) Calendar Quarters shall be calculated at [***] based on the value of Net Sales of the Licensed Products (collectively, the “2021 Unpaid Earned Royalty”.) One-half of the 2021 Unpaid Earned Royalty shall be paid to Dartmouth on or before July 1, 2022, and the second half of the 2021 Unpaid Earned Royalty shall be paid to Dartmouth on or before October 1, 2022.

(f)    As of the Effective Date, the earned royalty rate of section 5.01(a) shall be [***].

(g)    If the Elysium Appeal and/or the Thorne IPRs and/or the Thorne Litigation result(s) in a final, non-appealable judgment that both U.S. Patent No. [***] and U.S. Patent No. [***] are invalid and/or unenforceable, then the earned royalty rate of section 5.01(a) shall thereafter be [***], and any unpaid earned royalties shall be paid to Dartmouth within [***] ([***]) days of the date on which such judgment becomes final and non-appealable. All other obligations under the License Agreement shall remain in effect.

3.Amendment and Waiver. This Amendment shall not be modified, supplemented, amended, or terminated in any manner whatsoever, except by a written instrument signed by the party against which such modification, supplement, amendment, or termination is sought to be enforced.

4.Precedence and Interpretation. In the event of any conflict between the provisions of this Amendment and any other terms of the License Agreement, including any other exhibit, schedule or other attachment or any online terms incorporated into the License Agreement, the terms of this Amendment will prevail, control and govern. From and after the execution of this Amendment, all references in the License Agreement to “this Agreement,” “hereof,” “herein,” and similar words or phrases shall mean and refer to the License Agreement as amended, including this Amendment. In this Amendment, the words “include,” “includes” and “including” will be deemed to be followed by the phrase “without limitation,” and the term “or” is used in its inclusive sense (“and/or”). The section headings in this Amendment are intended for convenience of reference only and will not be deemed to affect in any manner the meaning or intent of this Amendment or any provision hereof.

5.Effect of the Amendment. Each party acknowledges and agrees that this Amendment constitutes a valid amendment of the License Agreement and that any additional procedures required by the License Agreement to amend the License Agreement are either satisfied by this Amendment or waived by each party. Except as expressly modified by this Amendment, all other terms and conditions of the License Agreement shall remain in full force and effect. This Amendment, together with the License Agreement, contains the entire agreement of the parties with respect to the subject matter hereof, and all prior or contemporaneous understandings or agreements between the parties with respect to such subject matter are hereby superseded in their entireties.

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IN WITNESS WHEREOF, each of Dartmouth and Company has caused this Amendment to be executed by its respective duly authorized officer as of the date below their respective signatures.

TRUSTEES OF DARTMOUTH COLLEGE    CHROMADEX, INC.

By: ___/s/ Kim Rosenfield    By: /s/ Bill Carter    

Name: Kim Rosenfield         Name: Bill Carter    

Title: Director, Technology Transfer        Title: SVP Bus. Affairs    

Date: 02/28/22        Date: 2/28/22    

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EX-10.2

Exhibit 10.2

AMENDMENT
TO THE
CHROMADEX, INC. - DARTMOUTH RESTATED AND AMENDED
EXCLUSIVE LICENSE AGREEMENT

This Amendment (this “Amendment”), dated as of this 29th day of December, 2020 with effect from and after March 13, 2017 (the “Amendment Effective Date”), to the ChromaDex, Inc. - Dartmouth Restated and Amended Exclusive License Agreement, dated September 2019 (“License Agreement”), is made by and between:

(1)    TRUSTEES OF DARTMOUTH COLLEGE, a non-profit educational and research institution existing under the laws of the State of New Hampshire, and being located at Hanover, New Hampshire 03755, hereinafter called “Dartmouth”, and

(2)    CHROMADEX, INC., a corporation of the State of California, with a principal place of business at 10900 Wilshire Blvd., Suite 600, Los Angeles, California 90024; hereinafter called “Company”.

Unless otherwise defined herein, each of the capitalized terms used in this Amendment shall have the meaning ascribed to it in the License Agreement.

RECITALS:

WHEREAS, Company and its Affiliate Healthspan Research, LLC, a Delaware limited liability company (“Healthspan”), are both wholly-owned subsidiaries of ChromaDex Corporation, a Delaware corporation, and members of the same corporate group of companies;

WHEREAS, Company and Healthspan are exclusive licensees under the License Agreement, which gives them the right to sublicense and to sue for damages;

WHEREAS, Company and Healthspan are under common control and share the same management and board of directors;

WHEREAS, because they are under common control, Company and Healthspan do not act adversely to one another and, in particular, would not grant a sublicense under the License Agreement without the consent of the other;

WHEREAS, the License Agreement grants an exclusive license under the patent rights jointly to Company and Healthspan only for so long as they remain under common control;

WHEREAS, Company and Healthspan understand, and have always understood, their exclusive rights under the License Agreement to require that they act in unison with respect to the Dartmouth Patent Rights and not adversely to the other;

WHEREAS, Company and Healthspan understand, and have always understood, their rights under the License Agreement to preclude either Company or Healthspan from granting a sublicense to the Dartmouth Patent Rights without the consent of the other;

WHEREAS, the License Agreement provides an exclusionary right that is jointly held by Company and Healthspan and such exclusionary right is reflected in multiple places in the License Agreement, including (a) in the exclusive license to Company and its Affiliates (including Healthspan) in Section 2.01 of the License Agreement; (b) the requirement, in Section 1.05 of the License Agreement, that Healthspan be entitled to an exclusive license only for so long as it is under common control with Company; and (c) the requirement, in Section 8.01 of the License Agreement, that the right to exclude be exercised by Company and Healthspan;

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WHEREAS, Dartmouth, the licensor, understands, and has always understood, that it was granting an exclusive license to Company and Healthspan, including the rights to sublicense and to sue for damages, because, and only for so long as, they were under common control;

WHEREAS, Dartmouth understood, and has always understood, that Company and Healthspan would not act adversely to each other with respect to Dartmouth Patent Rights and that the purpose of the License Agreement was to permit Company and Healthspan to sue infringers of Dartmouth Patent Rights for damages; and

WHEREAS, Elysium Health, Inc. has contended that the sublicensing provision of the License Agreement acts to deny the parties the benefits of an exclusive license, including the right of Company and Healthspan to sue an infringer for damages;

NOW, THEREFORE, to remove any doubt, Dartmouth and Company hereby agree to amend the License Agreement, with effect from and after March 13, 2017, as follows:

1.Amendments to Section 2.02. Section 2.02 (Sublicenses) of the License Agreement is hereby deleted in its entirety and replaced with the following:

(a)Subject to the restrictions set forth in Section 2.02(b), Company and its Affiliates shall have the right to grant sublicenses to third parties under Dartmouth Patent Rights to make, have made, use and sell the Licensed Products with the consent of Dartmouth, which consent shall not be unreasonably withheld, except that such sublicenses shall be in writing and expressly subject to the terms of this Agreement. Such consent is given to Opko Health, Inc. as of the Effective Date of the 2012 Agreement. Company and its Affiliates agree to be responsible for the performance hereunder by its sublicensees. Dartmouth shall have the right to review such sublicenses to assure conformity with this Section. Upon termination of this Agreement, any such sublicenses will revert directly to Dartmouth.

(b)Notwithstanding the foregoing, (i) Company shall not grant a sublicense to a third party under Dartmouth Patent Rights without the prior written consent of each of its Affiliates; and (ii) an Affiliate of Company shall not grant a sublicense to a third party under Dartmouth Patent Rights without the prior written consent of Company and all of its other Affiliates. Any purported sublicense in violation of this Section 2.02(b) shall be null and void.

2.Amendment and Waiver. This Amendment shall not be modified, supplemented, amended, or terminated in any manner whatsoever, except by a written instrument signed by the party against which such modification, supplement, amendment, or termination is sought to be enforced.

3.Precedence and Interpretation. In the event of any conflict between the provisions of this Amendment and any other terms of the License Agreement, including any other exhibit, schedule or other attachment or any online terms incorporated into the License Agreement, the terms of this Amendment will prevail, control and govern. From and after the execution of this Amendment, all references in the License Agreement to “this Agreement,” “hereof,” “herein,” and similar words or phrases shall mean and refer to the License Agreement as amended, including this Amendment. In this Amendment, the words “include,” “includes” and “including” will be deemed to be followed by the phrase “without limitation,” and the term “or” is used in its inclusive sense (“and/or”). The section headings in this Amendment are intended for convenience of reference only and will not be deemed to affect in any manner the meaning or intent of this Amendment or any provision hereof.

4.Effect of the Amendment. Each party acknowledges and agrees that this Amendment constitutes a valid amendment of the License Agreement and that any additional procedures required by the License Agreement to amend the License Agreement are either satisfied by this Amendment or waived by each party. Except as expressly modified by this Amendment, all other terms and conditions of the License Agreement shall remain in full force and effect. This Amendment, together with the License Agreement, contains the entire agreement of the parties with respect to the subject matter hereof, and all prior or contemporaneous understandings or agreements between the parties with respect to such subject matter are hereby superseded in their entireties.

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IN WITNESS WHEREOF, each of Dartmouth and Company has caused this Amendment to be executed by its respective duly authorized officer as of the Amendment Effective Date.

TRUSTEES OF DARTMOUTH COLLEGE    CHROMADEX, INC.

By: /s/ Kim Rosenfield        By: /s/ Lisa Harrington    

Name: Kim Rosenfield         Name: Lisa Harrington    

Title: Director, Technology Transfer        Title: General Counsel     

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EX-10.3

Exhibit 10.3

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

September 3, 2019

Ms. Nila Bhakuni

Director

Technology Transfer Office

Dartmouth College

11 Rope Ferry Road, HB 6210

Hanover, New Hampshire 03755

Chromadex - Dartmouth Side Letter Agreement:

Dear Ms. Bhakuni:

This side letter agreement (“Letter Agreement”) is being entered into concurrently with the Restated and Amended Exclusive License Agreement, effective March 13, 2017 (“Restated and Amended Agreement”).

ChromaDex, Inc. (“CDX”) requested that the Trustees of Dartmouth College (“Dartmouth”) enter into the Restated and Amended Agreement to the July 13, 2012 CDX Dartmouth Exclusive License Agreement (“2012 Agreement”) to make clear that its affiliate Healthspan Research, LLC (“Healthspan”) is an authorized licensee under the 2012 Agreement and has been since the date that CDX acquired Healthspan. This Letter Agreement and the Restated and Amended License Agreement arise from that request.

The Restated and Amended Agreement makes explicit the agreement reflected by CDX’s and Dartmouth’s course of conduct. When Healthspan became an affiliate of CDX on March 12, 2017, CDX treated Healthspan as if it were a licensed “Subsidiary” under the 2012 Agreement and paid royalties to Dartmouth on Healthspan’s sales of TRUNIAGEN. The first of those sales occurred on March 13, 2017. In its first quarter 2017 royalty report to Dartmouth, which Dartmouth received on or about May 15, 2017, CDX reported Healthspan’s March 13-31, 2017 Net Sales of TRUNIAGEN and paid the royalties due thereon. CDX has continued to this date to report Healthspan’s Net Sales of TRUNIAGEN and to pay the royalties due thereon to Dartmouth. In tum, Dartmouth has accepted those royalty payments based on Healthspan’s sales of TRUNIAGEN as payments made pursuant to the 2012 Agreement, thereby agreeing that Healthspan was an authorized licensee under the 2012 Agreement. The Restated and Amended Agreement conforms the text of the 2012 Agreement to CDX’s and Dartmouth’s course of conduct under the 2012 Agreement, and in particular to CDX’s and Dartmouth’s treatment of Healthspan as a licensee under the 2012 Agreement and their treatment of Healthspan’s sales of TRUNIAGEN as sales of Licensed Products. The Restated and Amended Agreement does so by replacing the term “Subsidiary” with the term “Affiliate” in recognition of the actual corporate relationship of CDX and Healthspan.

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September 3, 2019

Page 2

Prior to entering this Letter Agreement and the Restated and Amended Agreement, CDX (together with Healthspan) and Dartmouth, through their respective counsel, have had the opportunity to investigate the parties’ respective rights in U.S. Patents [***] and [***] (the “Licensed Patents’’), including the rights in the Licensed Patents that Dartmouth has licensed to CDX (together with its Affiliate Healthspan), the rights in Dr. Brenner’s inventions, and the rights in the Licensed Patents that Dr. Brenner has assigned to Dartmouth. In particular, both parties have had access to Dr. Brenner and both have relied on their own counsel. As a result, neither CDX (together with Healthspan) nor Dartmouth relies on the other party with respect to these issues. Therefore, in view of the above, Dartmouth hereby releases CDX (together with Healthspan), and CDX (together with Healthspan) hereby releases Dartmouth, from any and all claims relating to the ownership rights in the Licensed Patents.

CHROMADEX, INC.
By:	/s/ Mark Friedman
Date:		9/5/2019
Name:		Mark Friedman
Title:		General Counsel & Secretarial

TRUSTEES OF DARTMOUTH COLLEGE
By:	/s/Sandhya L. Iyer
Date:		September 13, 2019
Name:		Sandhya L. Iyer
Title:		General Counsel

11096328v.l

268560874 v2

EX-10.4

Exhibit 10.4

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

CHROMADEX, INC. - DARTMOUTH RESTATED AND AMENDED EXCLUSIVE LICENSE AGREEMENT

This Agreement, effective the 13thday of March 2017 between

TRUSTEES OF DARTMOUTH COLLEGE, a non-profit educational and research institution existing under the laws of the State of New Hampshire, and being located at Hanover, New Hampshire 03755, hereinafter called Dartmouth,

and

CHROMADEX, INC., a corporation of the State of California, with a principal place of business at 10005 Muirlands Blvd., Suite G, Irvine, California 92618; hereinafter called Company.

WHEREAS, Dartmouth and Company entered into an exclusive license agreement, effective July 13, 2012, under which Dartmouth granted Company certain rights and licenses relating to [***] (the "2012 Agreement"); and

WHEREAS, Dartmouth and Company wish to amend and restate the terms of the 2012 Agreement under the terms and conditions hereinafter set forth, and to replace the 2012 Agreement with this restated and amended Agreement (this "Agreement");

NOW THEREFORE, in consideration of the premises and the faithful performance of the covenants herein contained, IT IS AGREED:

ARTICLE I. Definitions

Section 1.01 Dartmouth Patent Rights. "Dartmouth Patent Rights" shall mean United States Patent No. [***] issued [***], United States Patent No. [***], issued [***], and United States Patent No. [***], issued [***] and any United States or Foreign Patents issuing therefrom, and any continuations, continuations-in-part, divisions, reissues, reexaminations or extensions thereof. Dartmouth shall be the assignee and owner of all such Patents and Patent Applications.

Section 1.02 Licensed Products. "Licensed Products" shall mean any products or processes covered by or made, in whole or in part in a given territory, by the use of Dartmouth Patent Rights.

Section 1.03 Field. The “Field”of this Agreement shall mean the following fields:

Field 1: dietary supplements, sports performance enhancing products, foods with health claims, such as energy bar, skin care/cosmetic products;

Field 2: food or drink products requiring FDA approval;

Field 3: consumer foods, such as margarine, yogurt, and cereal;

Field 4: research

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Section 1.04 Territory. The "Territory" shall mean the world.

Section 1.05 Affiliate. "Affiliate" shall mean any entity that is bound in writing to the terms set forth in this Agreement and is listed on Schedule 1, as may be amended from time to time, and that directly or indirectly controls, is controlled by, or is under common control with Company, where "control" means (i) beneficial ownership of at least fifty percent (50%) of the voting securities of a corporation or other business organization with voting securities or (ii) a fifty percent (50%) or greater interest in the net assets or profits of a partnership or other business organization without voting securities. An entity is an Affiliate only during such time as it meets the criteria of this definition.

Section 1.06 Agreement. "Agreement" shall mean this License Agreement

Section 1.07 Net Sales. "Net Sales" shall mean the gross billing price Company or its Affiliates charge to their customers for Licensed Products, less sales, use, occupation and excise taxes, and transportation, discounts, returns and allowances in lieu of returns.

Section 1.08 Effective Date. "Effective Date" shall mean the date first written above and shall be the Effective Date of this Agreement.

Section 1.09 License Year. The "First License Year" shall mean the period commencing on the Effective Date and ending December 31, 2012. The second and all subsequent "License Years" shall commence on January 1 and end on December 31 of each year.

Section 1.10 Calendar Quarter. “Calendar Quarter”' shall mean the periods ending on March 31, June 30, September 30 and December 31 of each year.

ARTICLE II. Grant

Section 2.01 License Grant. Dartmouth hereby grants to Company and its Affiliates an exclusive, royalty-bearing license under Dartmouth Patent Rights to make, have made, use, and/or sell Licensed Products in the Field in the Territory subject to any rights which may be required to be granted to the Government of the United States of America pursuant to 35 U.S.C. §§200-211. Notwithstanding the foregoing, Dartmouth expressly reserves a non-transferable royalty-free right to use the Dartmouth Patent Rights in the Field by its faculty, staff and researchers, for educational and research purposes only. Company agrees during the period of exclusivity of this license in the United States that any Licensed Product produced for sale in the United States will be manufactured substantially in the United States to the extent it is commercially reasonable.

Section 2.02 Sublicenses. Company and its Affiliates shall have the right to grant sublicenses to third parties under Dartmouth Patent Rights to make, have made, use and sell the Licensed Products with the consent of Dartmouth, which consent shall not be unreasonably withheld, except that such sublicenses shall be in writing and expressly subject to the terms of this Agreement. Such consent is given to Opko Health, Inc. as of the Effective Date of the 2012 Agreement. Company and its Affiliates agree to be responsible for the performance hereunder by its sublicensees. Dartmouth shall have the right to review such sublicenses to assure conformity with this Section. Upon termination of this Agreement, any such sublicenses will revert directly to Dartmouth.

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Section 2.03 Patents. Upon execution of the Agreement, Company shall reimburse Dartmouth for expenses Dartmouth has incurred for the preparation, filing, prosecution and maintenance of Dartmouth Patent Rights as of the Effective Date and in accordance with the amounts below:

a)    US Patent No. [***] - $[***]

b)    US Patent Application Serial No. [***] - Company will reimburse for future expenses.

c)    US Patent No. [***] - $[***]

d)US Patent Application Serial No. [***] - Company will reimburse for future expenses.

e)Australian Patent Application Serial No. [***] - Company will pay

$[***] Annuity due by August 1 and future expenses

f)Canadian Patent Application Serial No. [***] - Company will pay $[***] Annuity due by August 1 and future expenses

Dartmouth shall control all future preparation, filing, prosecution and maintenance of Dartmouth Patent Rights. Dartmouth shall invoice and Company shall reimburse Dartmouth for all future expenses in connection with these activities. Late payments shall be subject to an interest charge of [***] percent ([***]%) per month. If Company chooses to discontinue prosecution or maintenance of any United States Patent or Patent Application, which is a subject of Dartmouth Patent Rights, it will so inform Dartmouth within a reasonable time before implementation of such decision. Dartmouth then shall have the right to prosecute or maintain such Patent or Patent Application on its own and at its own expense, in which case the license to Company under such Patent or Patent Application will terminate. Company shall notify Dartmouth by at least three (3) months before a National Phase deadline whether it will support the filing of patent applications in particular foreign territories. If Company decides not to support the filing or maintaining foreign applications, Dartmouth reserves the right to file or maintain such applications on its own, in which case the license to Company in the particular territory will terminate.

ARTICLE Ill.

Confidentiality and Representations

Section 3.01 Mutual Confidentiality. Company and its Affiliates and Dartmouth realize that some information received by Company or its Affiliates from Dartmouth, or received by Dartmouth from the Company or its Affiliates pursuant to this Agreement shall be confidential (the entity receiving such confidential information referred to hereunder as "Recipient", and the disclosing entity referred to as "Discloser".) It is therefore agreed that any information received by Recipient from the other, and clearly designated in writing as "CONFIDENTIAL" at the time of transfer, shall not be disclosed by a Recipient to any third party and shall not be used by a Recipient for purposes other than those contemplated by this Agreement for a period of [***] ([***]) years from the termination of the Agreement, unless or until --

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(a)said information shall become known to third parties not under any obligation of confidentiality to the Discloser, or shall become publicly known through no fault of the Recipient, or

(b)said information was already in the Recipient's possession prior to the disclosure of said information to the Recipient, except in cases when the information has been covered by a preexisting Confidentiality Agreement, or

(c)said information shall be subsequently disclosed to the Recipient by a third party not under any obligation of confidentiality to the Discloser, or

(d)said information is approved for disclosure by prior written consent of the Discloser, or

(e)said information is required to be disclosed by court order or governmental law or regulation, provided that the Recipient gives the Discloser prompt notice of any such requirement and cooperates with the Discloser in attempting to limit such disclosure.

Section 3.02 Corporate Action. Dartmouth and Company each represent and warrant to the other party that they have full power and authority to enter into this Agreement and carry out the transactions contemplated hereby, and that all necessary corporate action had been duly taken in this regard.

ARTICLE IV. Due Diligence

Section 4.01 Milestones. Company has represented to Dartmouth, to induce Dartmouth to issue this license, that it will commit itself to a diligent program of exploiting the Licensed Products so that public utilization will result therefrom. As evidence thereof, Company shall adhere to the following milestones timeline from the Effective Date and associated payments:

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[***]	[***]	[***]	[***]
[***]	[***]	[***]	$[***]
	[***]	[***]	$[***]
	$[***]	[***]	$[***]
	$[***]	[***]	$[***]
[***]	[***]	[***]	$[***]
	[***]	[***]	$[***]
[***]	[***]	[***]	$[***]
	$[***]	[***]	$[***]
	$[***]	[***]	$[***]
[***]	$[***]	[***]	$[***]
	$[***]	[***]	$[***]

It is acknowledged that if the above milestones are not accomplished by the dates specified in this Section 4.01, the licenses shall terminate unless payments in the above amounts are made to Dartmouth within [***] ([***]) days of the specified dates in accordance with Section 9.02.

ARTICLE V. Payments, Records and Reports

Section 5.01 Payments. For the rights and privileges granted under this license,

Company shall pay to Dartmouth

(a)an earned royalty of [***]% based on the value of Net Sales of the Licensed Products. If Licensed Product is combined with another product and/or ingredient and sold by Company in such a combination ("Combination Product"), then Net Sales of the Licensed Product for the earned royalty calculation shall be Net Sales of the Combination Product multiplied by A divided by B (A/B), where A is the sale price of the Licensed Product when sold separately and B is the sale price of the Combination Product; and

(b)a non-refundable, non-creditable, one-time license access fee of $[***] due upon execution of this Agreement; and

(c)annual license maintenance fee of $[***] due upon each anniversary of the 2012 Agreement (July 13, 2012) and creditable towards preceding annum's royalty payments per Section 5.01(a); and

(d)[***] percent ([***]%) of any consideration received from an infringement settlement less litigation expenditures, as described in Section 8.01, and from each sublicense on the sale of Licensed Products (e.g., license issue fees, license maintenance fees. lump sum payments in lieu of royalty payments, stocks, and earned royalty, etc.) received from each sublicensee of Company or its Affiliates for the grant of a sublicense.

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Section 5.02 Reports. Company shall render to Dartmouth:

(a)within [***] ([***]) days after the end of each Calendar Quarter a written account of all quantities of Licensed Products subject to royalty hereunder sold by Company, any Affiliate, and any sublicensee during such Calendar Quarter, the calculation of royalty thereon, and sufficient data for Dartmouth to verify the calculation, including gross sales and allowable deductions to derive to Net Sales figures, and shall simultaneously pay in United States dollars to Dartmouth the royalty due with respect to such sales. Conversion of foreign currency to U.S. dollars shall be made at the conversion rate existing in the United States on the date of royalty payments by Company. Such report shall be certified as correct by an officer of Company. If no Licensed Products subject to royalty hereunder have been sold by Company, its Affiliates and its sublicensees during any such quarter, Company shall so report in writing to Dartmouth within [***] ([***]) days after the end of said quarter. If royalties for any License Year do not equal or exceed the minimum royalties established in Section 4.02, Company shall include the balance of the minimum royalty with the payment for the Calendar Quarter ending December 31. Late payments shall be subject to an interest charge of [***] percent ([***]%) per month.

(b)within [***] ([***]) days after the close of each License Year written annual reports which shall include but not limited to: reports of progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during preceding twelve (12) months as well as plans for coming year. Company shall also provide any reasonable additional data Dartmouth requires to evaluate Company's performance.

(c)within [***] ([***]) days of occurrence report of the date of first sale of Licensed Products in each country.

Section 5.03 Books of Accounts. Company, its Affiliates and sublicensees shall keep full, true and accurate books of accounts and other records containing all particulars which may be necessary for the purpose of ascertaining and verifying the royalties payable to Dartmouth by Company hereunder. Upon Dartmouth's request, Company, its Affiliates and sublicensees shall permit an independent Certified Accountant selected by Dartmouth (except one to whom Company has some reasonable objection), to periodically have access during ordinary business hours to such records of Company, its Affiliates and sublicensees as may be necessary to determine, for any quarter ending not more than [***] ([***]) years prior to the date of such request, the correctness of any report and/or payment made under this Agreement. In the event that any such inspection shows an underreporting and underpayment in excess of [***] percent ([***] %) for any twelve (12) month period, then Company shall pay the cost of such examination.

ARTICLE VI. Technical Assistance and Commercial Development

Section 6.01 Technical Assistance. Throughout the term of the Agreement, Dartmouth agrees to permit Company and its designees to consult with its employees and agents regarding developments and enhancements made subsequent to the Effective Date relating to the Licensed Products, at such times and places as may be mutually agreed

6

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upon; provided that Company agrees to make suitable arrangements with, and to compensate the Dartmouth employees and agents for such consultation.

Section 6.02 Commercial Development. During the term of this Agreement, Company agrees to use commercially reasonable efforts to effectively manufacture or have manufactured and market Licensed Products. Such efforts will include sublicensing, development of promotional literature, mailings, and journal advertisements.

Section 6.03 Name. Company shall not use and shall not permit to be used by any other person or entity, including its Affiliates and sublicensees, the name of Dartmouth nor any adaptation thereof, or the name of Dartmouth's employees, in any advertising, promotional or sales literature, or for any other purpose without prior written permission of Dartmouth, such permission not to be unreasonably withheld, except that Company, its Affiliates and sublicensees may state that it is licensed by Dartmouth under Dartmouth Patent Rights and that Company, its Affiliates and sublicensees may refer to publications by Dartmouth personnel which relate to the Dartmouth Patent Rights.

ARTICLE VII. Indemnity, Insurance, Disclaimers

Section 7.01 Indemnity. Company shall defend and indemnify and hold Dartmouth and its trustees, officers, agents and employees (the “lndemnitees”) harmless from any judgements and other liabilities based upon claims or causes of action against Dartmouth or its employees which arise out of alleged negligence in the development, manufacture or sale of Licensed Products by Company, its Affiliates, and sublicensees, or from the use by the end users of Licensed Products, except to the extent that such judgements or liabilities arise in whole or in part from the gross negligence or willful misconduct of Dartmouth or its employees, provided that Dartmouth promptly notifies Company of any such claim coming to its attention and that it cooperates with Company in the defense of such claim. If any such claims or causes of action are made, Dartmouth shall be defended by counsel to Company, subject to Dartmouth's approval, which shall not be unreasonably withheld. Dartmouth reserves the right to be represented by its own counsel at its own expense.

Section 7.02 Insurance. At such time as any product, process, service relating to, or developed pursuant to, this Agreement is being manufactured, commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by Company or by a sublicensee, Affiliate or agent of Company, Company shall at its sole cost and expense, procure and maintain comprehensive general liability insurance in amounts not less than $2,000,000 per incident and naming the lndemnitees as additional insureds. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for Company's indemnification under this Agreement. If Company elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of $250,000 annual aggregate) such self-insurance program must be acceptable to Dartmouth and Dartmouth Risk Manager. Such insurance will be considered primary as to any other valid and collectible insurance, but only as to acts of the named insured. The minimum amounts of insurance coverage required shall not be construed to create a limit of Company's

liability with respect to its indemnification under this Agreement.

Company shall provide Dartmouth with written evidence of such insurance upon request of Dartmouth. Company shall provide Dartmouth with written notice at least [***] ([***]) days prior to the cancellation, non-renewal or material change in such insurance; if Company does not obtain replacement insurance providing comparable coverage within such [***]

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[***] day period, Dartmouth shall have the right to terminate this Agreement effective at the end of such [***] ([***]) day period without notice or any additional waiting periods.

Company shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during (i) the period that any product, process, or service, relating to, or developed pursuant to, this Agreement is being manufactured, commercially distributed or sold by Company or by a sublicensee, Affiliate, or agent of Company and (ii) a reasonable period after the period referred to in (i) above which in no event shall be less than [***] ([***]) years.

Section 7.03 Disclaimer. Nothing contained in this Agreement shall be construed

as:

(a)a warranty or representation by Dartmouth as to the validity or scope of any

Patent Rights;

(b)a warranty or representation that any Licensed Products manufactured, used or sold will be free from infringement of patents, copyrights, or rights of third parties, except that Dartmouth represents that it has no knowledge of any existing issued patents or copyrights which might be infringed;

(c)except as provided in Section 7.01, an agreement to defend against actions or suits of any nature brought by any third parties.

DARTMOUTH MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF LICENSED PRODUCTS

ARTICLE VIII. lnfringement Matters

Section 8.01 Infringement by Third Parties. Company shall give Dartmouth prompt notice of any incident of infringement of Dartmouth Patent Rights coming to its attention. The parties shall thereupon confer together as to what steps are to be taken to stop or prevent such infringement. Company and its Affiliates shall be entitled to commence proceedings in their own names against the infringer, in which event Company shall be responsible for all legal costs incurred, without recourse to Dartmouth, however Dartmouth agrees to appear as a party in any such proceedings if requested by Company and such request is not unreasonably burdensome on Dartmouth. Company also agrees to reimburse Dartmouth for out of pocket costs spent in connection with said request. Financial recoveries from any such litigation will first be applied to reimburse Company and its Affiliates for their litigation expenditures and 30% of additional recoveries by Company and Affiliates will be paid to Dartmouth, but only to the extent that Dartmouth as a party to the litigation has not recovered those damages in the litigation. If Company chooses not to commence litigation within [***] ([***]) days from the date the parties confer regarding the infringement, Dartmouth may commence proceedings against the infringer, in which case Dartmouth shall be responsible for any legal costs incurred and will be entitled to retain any damages recovered. In any action to enforce Dartmouth Patent Rights, either party, at the request and expense of the other party shall cooperate to the fullest extent reasonably possible. Neither Company nor its Affiliates may settle any infringement action in any way detrimental to Dartmouth Patent Rights without the expressed prior written consent of Dartmouth.

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ARTICLE IX. Duration and Termination

Section 9.01 Term. This Agreement shall become effective upon the date first written above, and unless sooner terminated in accordance with any of the provisions herein, shall remain in full force during the life of the last to expire patents under Dartmouth Patent Rights contemplated by this agreement in the last to expire territory. If mutually desired. the parties may negotiate for an extension of this License. Upon the termination of the Agreement Company shall have the right to sell the remainder of the Licensed Product on hand, provided the sales will be subject to the royalty payments of this Agreement.

Section 9.02 Termination - Breach. In the event that either party defaults or breaches any of the provisions of this Agreement, the other party shall have the right to terminate this Agreement by giving written notice to the defaulting party, provided, however, that if the said defaulting party cures said default within thirty (30) days after said notice shall have been given, this Agreement shall continue in full force and effect. The failure on the part of either of the parties hereto to exercise or enforce any right conferred upon it hereunder shall not be deemed to be a waiver of any such right nor operate to bar the exercise or enforcement thereof at any time or times thereafter.

Section 9.03 Termination at Will. Company shall have the right to terminate this Agreement by giving three (3) months advance written notice to Dartmouth to that effect and paying a termination fee of $[***]. Upon termination, a final report shall be submitted and royalty and other payments due under Article V, as well as unreimbursed patent expenses per Section 2.03 due Dartmouth become immediately payable.

Upon receipt of the termination notice, Dartmouth should be free to start negotiations with a third party for the rights granted herein.

Section 9.04 Insolvency. In the event that Company shall become insolvent, shall make an assignment for the benefit of creditors, or shall file a petition for bankruptcy, the Agreement shall terminate.

Section 9.05 Prior Obligations and Survivability. Termination of this Agreement for any reason shall not release either party from any obligation theretofore accrued. Sections 3.01, 5.01 - 5.03, 7.01 - 7.03, 9.03. 10.01 - 10.09 shall survive the termination of this Agreement.

ARTICLE X. Miscellaneous

Section 10.01 Governing Law. This Agreement shall be construed, governed, interpreted and enforced according to the laws of the State of New York.

Section 10.02 Notices. Any notice or communication required or permitted to be given by either party hereunder, shall be deemed sufficiently given, if mailed by certified mail, return receipt requested, and addressed to the party to whom notice is given as follows:

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If to Company, to:

Frank Jaksch, CEO

ChromaDex, Inc. 10005

Muirlands Blvd Suite G Irvine, CA 92618

If to Dartmouth, to:

Nila Bhakuni, Director

Technology Transfer Office

Dartmouth College

11 Rope Ferry Road

Hanover, NH 03755

Section 10.03. Assignment. Neither party shall assign or transfer this Agreement without the express prior written consent of the other. For purposes of this Agreement, an assignment or transfer of this Agreement by Company shall be deemed to occur in connection with (a) an express assignment or transfer or (b) a general assignment for the benefit of creditors or in connection with any bankruptcy or other debtor relief law. This section will not be deemed to prohibit an assignment or transfer of this Agreement in connection to a merger or consolidation to which Company is a party (regardless of whether Company is the surviving corporation) or to any other transaction pursuant to which a change would occur in the "ultimate parent entity" of Company, applying the rules in effect from time to time under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Section 10.04 Entire Agreement. This Agreement represents the entire Agreement between the parties as of the effective date hereof, and may only be subsequently altered or modified by an instrument in writing. This Agreement cancels and supersedes any and all prior oral or written agreements between the parties which relate to the subject matter of this Agreement, including the 2012 Agreement.

Section 10.05 Mediation and Arbitration. Both parties agree that they shall attempt to resolve any dispute arising from this Agreement through mediation. Both parties agree that at least one employee, capable of negotiating an agreement on behalf of his employer, shall, within three weeks of receipt of written notification of a dispute, meet with at least one employee of the other party who is also capable of negotiating an agreement on behalf of his employer. If no agreement can be reached, both parties agree to meet again within a four-week period after the initial meeting to negotiate in good faith to resolve the dispute. If no agreement can be reached after this second meeting, both parties agree to submit the dispute to binding arbitration under the Rules of the American Arbitration Association before a single arbitrator.

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Section 10.06 Waiver. A failure by one of the parties to this Agreement to assert its rights for or upon any breach or default of this Agreement shall not be deemed a waiver of such rights nor shall any such waiver be implied from acceptance of any payment. No such failure or waiver in writing by any one of the parties hereto with respect to any rights, shall extend to or affect any subsequent breach or impair any right consequent thereon.

Section 10.07 Severability. The parties agree that it is the intention of neither party to violate any public policy, statutory or common laws, and governmental or supranational regulations; that if any sentence, paragraph, clause or combination of the same is in violation of any applicable law or regulation, or is unenforceable or void for any reason whatsoever, such sentence, paragraph, clause or combinations of the same shall be inoperative and the remainder of the Agreement shall remain binding upon the parties.

Section 10.08 Marking. Upon Dartmouth's direction and consultation, Company agrees to mark, and ensure that Affiliates and sub-licensees shall mark the Licensed Products with all applicable trademarks, and patent numbers.

Section 10.09 Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not constitute a part hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in

duplicate originals, by their respective officers hereunto duly authorize, the day and year herein written.    

CHROMADEX,

By:    /s/ Mark Friedman    

Date:    9/5/2019

Name: Mark Friedman

Title:     General Counsel

TRUSTEES OF DARTMOUTH COLLEGE

By:    /s/ Sandhya L. Iyer    

Date:    September 10, 2019

Name: Sandhya L. Iyer

Title:     General Counsel

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SCHEDULE I - AFFILIATES

•Healthspan Research, LLC

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EX-10.5

Exhibit 10.5

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

AMENDMENT TO / JOINT OWNERSHIP MANAGEMENT AGREEMENT

THIS AMENDMENT is entered into this 10th day of March 2022 (the “Effective Date of the Amendment”), by and between ChromaDex, Inc. (hereinafter referred to as “CHROMADEX”) and The Queen’s University of Belfast (hereinafter referred to as the “COMPANY”).

WHEREAS, CHROMADEX and COMPANY (collectively “the Parties”) entered into a Joint Ownership Management Agreement made effective as of October 9, 2015 attached hereto as Schedule 1 (the “Agreement”); and

WHEREAS, the Parties have determined that it is in their mutual interest to amend the Agreement in accordance with the terms of this Amendment;

NOW THEREFORE, in consideration of mutual premises and mutual agreements herein contained, the Parties hereto agree to amend the Agreement as follows:

1.Schedule 2 shall be amended and replaced with the below:

“Schedule 2: Schedule of IP

[***]

2.Except as specifically changed, altered, amended or restructured by this Amendment, all terms and provisions of the Agreement, as amended shall remain unchanged and unaffected and in full force and effect.

3.Delivery of an executed counterpart of a signature page to this Amendment by email shall be effective as delivery of a manually executed counterpart of this Amendment. The Parties shall have the right to insert the name of the people executing this Agreement and any amendments to the Agreement using an electronic signature (an “Electronic Signature”), and an Electronic Signature shall be binding on such Party as if this Agreement and any amendments had been originally executed by an ink signature

IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment to the Agreement as of the date first written above.

Chromadex, Inc.    The Queen’s University Of Belfast

By: /s/ Andrew Shao        By: /s/ Dermot Tierney

Name: Andrew Shao         Name: Dermot Tierney    

Title: SVP Global Scientific & Regulatory Affairs     Title: Head of IP & Commercialization     

Date: 3/10/2022                      Date:    3/10/2022                 

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EX-10.6

Exhibit 10.6

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

JOINT OWNERSHIP MANAGEMENT AGREEMENT

This Joint Ownership Management Agreement (“Agreement”) is made effective the 09 October 2015 (“Effective Date”) by and between

(1)    THE QUEEN’S UNIVERSITY OF BELFAST, University Road.. Belfast BT7 1NN (“QUB”); and

(2)    CHROMADEX. 10005 Muirlands Boulevard, Suite G. Irvine, CA 92618, USA (the “COMPANY”).

(each a “Party” and collectively the “Parties”)    

WHEREAS

(a)    The Company and QUB (through the principal investigator, Dr Marie Migaud) have collaborated and are continuing to collaborate on research projects described in Schedule 1 leading to the inventions and patent applications described in Schedule 2 (Schedule of IP)

(b)    The Company and QUB have agreed that all jointly owned intellectual Property arising from these collaborative research projects will be governed by this agreement.

(c)    The Company has provided material for use in this research (the *Material-) described in Schedule 3

(d)    QUB is willing to allow the Company to be the Lead Party subject to the provisions of this Agreement,

NOW IT IS HEREBY AGREED as follows:

1.DEFINITIONS AND INTERPRETATION

1.1In this Agreement the following expressions have the meaning set opposite:

“Costs”    shall mean any external costs, fees and expenses which are seasonably incurred by the Parties in respect of (a) the registration of any document with any Patent Office or other institution, and the payment of any Duty or other tax or charge in connection with such documents. (b) seeking and maintaining patents and/or other intellectual property protection in respect to the Patent Rights, including without limitation (i) the defence of any claims of opposition or for revocation of any intellectual property in respect of the Patent Rights, and (ii) the bringing of claims against other persons for infringement of OUB’s and the Company’s rights in the Patent Rights. (c) the negotiation arid execution of agreements with

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licensees and others in respect of the development or commercialisation of the Patent Rights and the administration of such agreements, including without limitation any costs incurred in dealing with claims or proceedings associated with such agreements; and (d) travel and other expenses incurred in carrying out any obligations under this Agreement;

“Gross Revenue”    shall mean the actual sums received by the Parties from time to time in respect of the commercialisation of the Patent Rights;

“Intellectual Property”    shall mean patents, rights to inventions utility models, copyright, trademarks. service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights. rights in designs, rights in computer software. database rights. topography rights. moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights in each case whether registered or unregistered and including all applications for. arid renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world,

“Lead Party”    shall mean the Party that has the authority and sole responsibility for the prosecution and maintenance of the Patent Rights and shall be responsible for leading the commercialisation of the Patent Rights.

“Licensed Product”    shall mean a product which is manufactured. sold or supplied by the Company or any of its sub-licensees (including any of its affiliates) and which (a) is within any claim of the Patent Rights which has not expired or been held invalid or unenforceable by a court of competent jurisdiction or (b) incorporates, or its development or manufacture, makes use of, any of the intellectual Property listed in Schedule 2;

“Net Revenue”    shall mean the Gross Revenue less the Costs and any (a) trade, quantity and cash discounts actually provided to third parties in connection with arms-length transactions (b) credits, allowances or refunds, not to exceed the original invoice amount, for actual claims, damaged goods rejections or returns, (c) actual freight and insurance costs incurred in transporting to such customers. and (d) excise, sale, use. value added or other taxes. other than income taxes paid by the Company in respect to the commercialization of the Patent Rights;

“Patent Rights”    shall mean the Patents and all applications and granted patents or other similar forms of protection anywhere in the world claiming priority with or from such Patents including utility models, certificates of invention and all divisionals, continuations. continuations—in-part, reissues, renewals, extensions, additions, supplementary protection certificates or equivalent to any such patent applications and patents, as defined in Schedule 2 which may be updated from time to time in accordance with Clause 10.3, and

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“QUE Background IP”    shall mean the Intellectual Property listed under Schedule 1 of the Exclusive Patent Licence dated between CUB and the Company

2.PATENTS AND EXPENSES

2.1QUB and the Company agree that the Company shall be the Lead Party. The Company shall ensure that their patent agents send a copy of all correspondence relating to the Patent Rights to QUB

2.2It is agreed that the Patent Rights shall be jointly and equally owned by CUB and the Company

2.3The Parties acknowledge that the Company has discharged the initial filing costs of the Patents under reference [***] and [***]

2.4The Company agrees to pay the Costs associated with the Patent Rights from the date of this Agreement

3.USE OF PATENT RIGHTS BY THE PARTIES

3.1Each Party will retain the right to use and practice the Patent Rights for non-commercial, academic research and educational purposes, including the right to use for collaborative research projects

3.2The retained rights referred to in clause 3 1 above shall be transferable, upon written agreement by the Company. which shall not unreasonably be withheld, to other academic institutions in the event that the Inventors become employed by such institutions, provided that such other institutions’ right to use and practice the Patent Rights shall be subject to the same limitations as those of the Parties, and provided that the Parties to this Agreement retain the rights referred to in clause 3 1 notwithstanding any transfer of such rights to another academic institution

3.3In the event that the either party does not wish to maintain the Patent Rights (the “Declining Party”) they shall notify the other party In writing at least [***] ([***]) days in advance of their intention to waive their ownership of the Patent Rights under this Agreement, the other party may take over the share of the Declining Party free of charge, and thereafter shall be entitled to maintain or abandon the Patent Rights on their own behalf and at their own expense

4.LICENCE GRANT, COMMERCIALISATION, AND ROYALTIES

4.1QUB hereby grants the Company an exclusive worldwide license, with the right to sub-license (subject to the terms below), to use and practice the Patent Rights for the purposes of commercialisation The Company shall use alt reasonable endeavours to commercialise the Patent Rights QUB is prohibited from commercialising or granting any licenses to the Patent Rights without the Company’s prior written consent

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4.2The Company agrees to pay QUB the following royalties quarterly, based on the calendar quarter

(a)[***] of all Net Revenue for [***] (“Research Amounts”);

(b)[***] of all Net Revenue for [***];

(c)[***] of all Net Revenue for [***] (“Bulk Amounts”); and

(d)[***] of all Net Revenue arising from [***].

QUB will be solely responsible for distributing its share of the Net Revenue within its organisaton.

4.3In the event it becomes necessary for the Company or a sub-licensee to license on a royalty-bearing basis any Qua Background IP relating to manufacturing methods for [***] ([***]) arid derivatives to make, use or sell the Licensed Product, then the Company or sub-licensee shall not be required to pay QUB the royalty rate required under 4 2(b) and 4 2(c) in addition to the royalty rate required under the licence of QUB Background IP

4.4The Company may grant sub-licences, subject to the following conditions

(a)The Company shall impose binding obligations on the sub-licensee which are equivalent to the obligations of the Company under this Agreement and limitations and exclusions of liability which are equivalent to those set out in this Agreement.

(b)the Company shall ensure that the sub-licence terminates automatically on the termination of this Agreement for any reason.

(c)within [***] days after the grant of any sub-licence, the Company provide QUB with a true copy of teat sub-licence, and

(d)the Company shall be responsible for any breach of the sub-licence by the sub-licensee, as if that breach had been that of Company under this Agreement, and will indemnify QUB against any and all losses, damages costs, claims and expenses which are awarded against or suffered by QUA as a result (whether direct or indirect) of any such breach by the sub-licensee.

4.5Except for the licences expressly granted to the Company in by this Clause 4. QUA reserves all its rights to the jointly owned Intellectual Property Rights listed in Schedule 2

4.6The Company will pay QUA royalties and other fees. charges and costs in cleared funds and to the bank account nominated in writing by Qua from time to time

4.7The Company will reimburse to QUA all reasonable expenses incurred by the Principal Investigator and all reasonable expenses incurred by QUA in providing the Company any training it may require related to the use of the Intellectual Property listed in Schedule 2

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4.8Ali amounts due under this Agreement will be paid by the Company to QUA in full. without any set-off. counterclaim deduction or withholding except insofar as the Company is required to deduct the same to comply with applicable laws. The Parties will cooperate and take all steps reasonably and lawfully available to them. at the expense of the Company, to avoid deducting such taxes and to obtain double taxation relief. If the Company is required to make any such deduction it will provide QUA with such certificates or other documents as it can reasonably obtain to enable QUB to obtain appropriate relief from double taxation of the payment

4.9If the Company is prohibited from making any payment due to QUA under this Agreement by a governmental authority in any country, the Company will use its best endeavours to secure from the proper authority in the relevant country permission to make that payment and will make it within [***] days after receiving such permission. if that permission is not received within [***] days after the Company making a request for that permission, at the option of QUA the Company will deposit the payment due either in a bank account designated by QUA or the Company will make that payment to a person, having offices or a place of business in the relevant country, designated by QUB

4.10Upon termination of this Agreement; without prejudice to any other right or remedy available to either Party, the Company will pay QUA (in accordance with this Clause 4) all unpaid royalties, fees. charges and expenses accrued up to the date of termination.

4.11The royalties and fees. charges and costs payable under this Agreement are exclusive of VAT which the Company will pay in addition to those royalties: fees, charges and costs

4.12No royalties, fees, charges or costs payable under this Agreement are refundable to the Company by QUB.

4.13If the Company fails to pay any amount due to QUB by the due date for payment then without prejudice to any other right or remedy available to QUB

(a)The Company will pay interest on that amount, on demand, at the rate of [***] ([***]) per annum above the Bank of England’s base lending rate from time to time. from the due date for payment until the payment is made in full whether before or after judgment; arid

(b)QUB may convert the licence granted in Clause 4 1 into a non-exclusive licence. if payment remains uncured for a period of [***] ([***]) days after written notice of such non-payment is provided by QUB to the Company

5.CONFIDENTIAL INFORMATION

5.1The Parties agree to use any information from the other Party deemed to be confidential information (“Confidential Information”) solely for the purpose of this Agreement

5.2The Parties agree to treat all Confidential Information received from the other Party in confidence, and to divulge it only to those employees who require access to it in the performance of this Agreement and have accepted the same obligations of confidentiality and non-use.

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5.3Obligations under this clause 5 shall not apply to information that

(a)is or becomes generally available to the public otherwise than by reason of a breach by the recipient Party of any provision of this Clause 5;

(b)can be shown by the recipient Party to be in the recipient Party’s possession prior to receipt under this Agreement;

(c)is subsequently disclosed to the recipient Party without obligations of confidence by a third Party owing no such obligations to the disclosing Party in respect thereof,

(d)can be shown by written records to have been developed by the recipient Party without benefit of any disclosure under this Agreement,

(e)the recipient Party is specifically required to disclose to an order of any Court of competent jurisdiction, but only after the disclosing Party is given prompt written notice and an opportunity to seek a protective order or to agree such disclosure

6.REPORTS AND RECORDS

6.1The Company shall keep complete and accurate accounts of all Costs and Gross Revenue

6.2Within [***] ([***]) days each year following the Effective Date of this Agreement the Company shalt send a written account of the Gross Revenue, the Costs, the Net Revenue and the royalty due to QUB Such report shall be sent even it no Gross Revenue has been received The value of revenue to be transferred between the parties snail then be calculated and transferred within [***] ([***]) days

6.3At the same time as any payment of royalties is due to QUB, the Company will send to QUB a statement in writing recording the calculation of those royalties and setting out, in respect of each territory or region in which any of the Licensed Products are supplied.

(a)[***];

(b)[***];

(c)[***];

(d)[***]; and

(e)[***].

6.4The Company will, until the expiry of at least [***] years after any royalties are payable to CUB under this Agreement, keep at its normal place of business, detailed and up to date records and accounts showing the quantity, description and price value of the Licensed Products supplied by it, and the amount of sublicensing revenues received by it in respect of the Licensed Products on

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a country by country basis, and sufficient to ascertain the amounts payable to QUB under this Agreement.

6.5The Company will make those records and accounts available, on reasonable notice. for inspection during business hours by an independent chartered accountant nominated by QUB for the purpose of verifying the accuracy of any statement or report given by the Company to QUB The accountant may take copies of or extracts from those records and accounts but will be required to keep confidential all information learnt during the inspection, and to disclose to QUB only those details which are be necessary to verify the Company’s compliance with this Agreement The Company will ensure that QUB has the same rights as those set out in this Clause 4.15 in respect of any person which is sub-licensed under the Patents Rights

6.6If any inspection reveals a shortfall in excess of [***] for any [***] ([***]) period in the amounts paid to QUB under this Agreement, the Company will immediately make up that shortfall and reimburse to DUB the accountant’s charges in respect of the inspection

7.TERM

This Agreement shall come into full force from the Effective Date and shall remain in effect for the life of the last issued patent under the Patent Rights, unless otherwise terminated in accordance with the terms of this Agreement

8.TERMINATION

8.1Either Party (the “Initiating Party”) may terminate this Agreement with immediate effect by notice in writing to the other Party ( the Breaching Party”) on the occurrence of any of the following events in relation to the Breaching Party

(a)a material breach by the Breaching Party of any of its obligations under this Agreement which (if the breach is capable of remedy) the Breaching Party has failed to remedy within [***] ([***]) days after receipt of notice in writing from the Initiating Party identifying the breach and requiring it to be remedied; and

(b)the passing by the Breaching Party of a resolution for its winding-up or the making by a court of competent jurisdiction of an order for the winding-up or the dissolution of the Breaching Party

8.2Expiry or termination of this Agreement by either Party for any reason shall not affect the rights and obligations of the parties accrued prior to expiry or termination and shall not affect rights or obligations. which expressly or by implication are intended to continue or come into force on or after such expiry or termination

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9.INDEMNITY AND LIABILITY

9.1The Company shall indemnify, hold harmless and defend DUB its, officers, employees and agents and their respective successors, heirs and assigns against any liability, damage, loss or expense (including attorneys fees and expenses of litigation) incurred by or imposed upon DUB in connection with any claims, suits, actions, demands or judgments by or in favour of any third Party arising from, or in connection with the flits Agreement Notwithstanding the foregoing, there is no indemnity obligation to the DUB to the extent that any claims result from the negligence of DUB

9.2Neither Party accepts any responsibility for any use which may be made by the other Party of the Patent Rights

9.3The aggregate liability of each Party to the other for all and any breaches of this Agreement any negligence or arising in any other way out of the subject matter of this Agreement (“Liability Event”) will not exceed the aggregate Gross Revenue (which for the avoidance of any doubt, in respect to QUB, will include any royalties received by QUB pursuant to clause 4.2) received by the breaching party in the twelve months preceding any Liability Event.

9.4Subject to Clause 9.5, the liability of either Party to the other for any breach of this Agreement, any negligence or arising in any other way out of the subject matter of this Agreement will not extend to any indirect and/or consequential damages or losses, or any loss of profits, loss of revenue. loss of data, loss of contracts or opportunity, whether direct or indirect, even if the Party bringing the claim has advised the other of the possibility of those losses or if they were within the other Party’s contemplation

9.5Nothing in this Agreement limits or excludes either Party’s liability for:

(a)death or personal injury, or

(b)any fraud or for any sort of liability that, by law, cannot be limited or excluded.

10.MISCELLANEOUS

10.1Governing Law

The validity, construction and performance of this Agreement shall be governed by the laws of Northern Ireland and the parties submit to the exclusive jurisdiction of the courts of Northern Ireland in respect of any dispute that may arise in connection with this Agreement.

10.2Notices, Payments and Other Communications

Any notice or payment under this Agreement shall be sufficiently given if sent in writing by first class, certified or registered mail, return receipt requested addressed as follows:

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If a notice or payment Is made to the Company

FAO Mr Tom Varvaro

Email: [***]

Address: [***]

If a notice or payment is made to QUB

FAO Mr Brian McCaul

Email: [***]

Address: [***]

Any such notice or any document shall be deemed to be received by the addressee two working days following the date of despatch of the notice or other document by post or, where the notice or other document is sent by telex, facsimile or other electronic media, simultaneously with the transmission provided that a confirmatory copy of such notice is sent by one of the methods referred above. To prove the giving of a notice or other document it shall sufficient to show that it (and any confirmation copy required pursuant to this clause 10.2) was despatched.

10.3Entire Agreement and Changes

This Agreement embodies the entire understanding between the Parties relating to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral. This Agreement may not be varied except by a written document signed by duly authorised representatives of each Party.

10.4Assignment

The Parties agree not to assign or transfer any interest in this Agreement, nor assign any claims for money due or to become due during this Agreement, without prior written approval of the other Parties, which shall not be unreasonably withheld

10.5Surviving Provisions

The provisions of Article 1. 2.2, 4, 5, 6, arid 9 shall survive termination of this Agreement.

AGREED by and on behalf of both parties through their authorized signatories

For and on behalf of the Company.    For and on behalf of QUB:

Signature/s/ Troy Phonemas        Signature/s/ B. McCaul     

Name Troy Phonemas        Name B. McCaul    

Title COO        Title Director    

Date 10/9/2015        Date

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Schedule 1: List of Collaborative Research Projects

[***]

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Schedule 2: Schedule of IP

[***]

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Schedule 3: Materials supplied by ChromaDex

[***]

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EX-10.7

Exhibit 10.7

ChromaDex Corporation

July 8, 2021

Lisa Hatton Harrington

Newport Coast, CA 92657

Re:     Transition and Separation Agreement

Dear Lisa:

This letter sets forth the substance of the transition and separation agreement (the “Agreement”) that ChromaDex Corporation (the “Company”) is offering to you to aid in your employment transition.

1.Separation. Your last day of work with the Company and your employment separation date (the “Separation Date”) will be August 2, 2021, unless your employment terminates sooner pursuant to Section 3(c) below. If termination of employment occurs earlier, the actual date of termination shall become the Separation Date for purposes of this Agreement.

2.Accrued Wages. On the Separation Date, the Company will pay you all accrued salary earned through the Separation Date, subject to standard payroll deductions and withholdings. You are entitled to this payment by law. Since the Company has a nonaccrual PTO policy, you do not have any accrued vacation or other paid time off and thus will not be paid out for any accrued vacation or other paid time off.

3.Transition Period.

a.Duties. Between now and the Separation Date (the “Transition Period”),

you will remain in your current role and will focus on transitioning out of all of your current work assignments and projects. You will be allowed a reasonable amount of time to pursue outside professional opportunities and to conduct job search efforts, subject to your satisfying and performing all transition and other tasks as requested of you by the Company’s Chief Executive Officer. It is understood that you will be on vacation from July 16, 2021 through July 25, 2021 and that you will be out for a medical procedure from July 28, 2021 through July 30, 2021. You may perform your Transition Period duties remotely from your home during the Transition Period or may come into the Company office, as requested or approved by the Company’s Chief Executive Officer (the “CEO”). You agree to perform your Transition Period services in good faith and to the best of your abilities. During the Transition Period, you must continue to comply with all of the Company’s policies and procedures and with all of your statutory and contractual obligations to the Company, including, without limitation, your obligations under your Employee Confidential Information and Invention Assignment Agreement (a copy of which is attached hereto as Exhibit A), which you acknowledge and agree are contractual commitments that remain binding upon you, both during and after the Transition Period.

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b.Compensation/Benefits. During the Transition Period, your base salary

will remain the same, and you will continue to be eligible for the Company’s standard benefits, subject to the terms and conditions applicable to such plans and programs. During the Transition Period, your Company stock options will continue to vest under the existing terms and conditions set forth in the governing plan documents and option agreement.

c.Termination. Nothing in this Agreement alters your employment at-will

status. Accordingly, during the Transition Period you may resign your employment with or without advance notice and for any reason, and the Company may terminate your employment with or without advance notice and with or without Cause (as defined in that certain Executive Employment Agreement between you and the Company dated as of November 13, 2020 (the “Prior Agreement”). If, prior to August 2, 2021, the Company terminates your employment without Cause or you resign from your employment, either with or without Good Reason (as defined in the Prior Agreement), then you will remain eligible for the Severance Benefits (as defined below), provided that you have satisfied the Severance Preconditions (as set forth below). If prior to August 2, 2021, the Company terminates your employment with Cause, or your employment terminates due to your death or Disability (as defined in the Prior Agreement) then you will no longer be eligible for participation in any Company benefit plans, and you will not be entitled to the Severance Benefits.

4.Severance Benefits. If you timely sign this Agreement, allow it to become effective, comply with your obligations under this Agreement (including without limitation satisfactorily transitioning your duties during the Transition Period, and, on or after the Separation Date, timely sign and return the Separation Date Release attached hereto as Exhibit B, and allow it to become effective (collectively, the “Severance Preconditions”), then the Company will provide you with the following severance benefits (the “Severance Benefits”):

a.Severance Payment. The Company willpay you, as severance, your base

salary in effect as of the Separation Date for the period beginning on the Separation Date until August 2, 2022 (the “Severance Payment”). The Severance Payment will be paid to you, subject to standard payroll deductions and withholdings, in equal installments on the Company’s regular payroll schedule beginning after the Effective Date of the Separation Date Release.

b.Pro-Rata Bonus. You will be eligible to receive a pro rata Performance Bonus (as defined in the Prior Agreement) based upon the number of months you were employed in fiscal year 2021 and the achievement of Company and individual performance goals for such year, as determined by the Company’s Board of Directors, the Compensation Committee thereof or the CEO, in their sole discretion (the “Pro Rata Bonus”). The Pro Rata Bonus, if any, will be paid, subject to standard payroll deductions and withholdings, on the date when such other bonuses are paid to similarly situated executives for the fiscal year, provided that this Agreement and the Separation Date Release have both become effective by their terms.

c.Health Insurance; COBRA. Your participation in the Company’s group

health insurance plan will end on the last day of the month in which the Separation Date occurs. As an additional severance benefit under this Agreement, provided that you satisfy the Severance

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Preconditions set forth above and timely elect continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay your COBRA premiums to continue your coverage (including coverage for your eligible dependents, if applicable) (“COBRA Premiums”) through the period starting on the first of the month immediately following the Separation Date and ending twelve (12) months after the Separation Date (the “COBRA Premium Period”); provided, however, that the Company’s provision of such COBRA Premium benefits will immediately cease if during the COBRA Premium Period you become eligible for group health insurance coverage through a new employer or you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you agree to immediately notify the Company of such event. Nothing in this Agreement shall deprive you of your rights under COBRA (including the right to a COBRA premium subsidy under the American Rescue Plan Act of 2021, if applicable) or ERISA for benefits under plans and policies arising under your employment by the Company.

d.Stock Options; Equity Acceleration. Under the terms of your stock

option agreement and the applicable plan documents, vesting of your stock options will cease as of the Separation Date. Your right to exercise any vested shares, and all other rights and obligations with respect to your stock options(s), will be as set forth in your stock option agreement, grant notice and applicable plan documents.Notwithstanding anything to the contrary set forth in the Company’s equity incentive plan, any prior equity incentive plans or any grant or award agreement, any Company equity awards granted to you that vest solely subject to your continued services with the Company shall accelerate vesting on the Separation Date in accordance with their applicable vesting schedules as if you had provided an additional twelve (12) months of continued services as of the Separation Date (“Equity Acceleration Benefit”). With the exception of the Equity Acceleration Benefit, vesting of your equity awards will cease on the Separation Date and your unvested equity awards shall terminate. In addition, you shall have two (2) years following the Separation Date to exercise any vested options or stock appreciation rights, but no later than ten (10) years from the date of grant or the date when the options or stock appreciation rights would otherwise terminate under the Company’s equity incentive plan other than as a result of termination of employment.

5.No Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Agreement, you have not earned and will not receive from the Company any additional compensation (including base salary, bonus, incentive compensation, or equity), severance, or benefits before or after the Separation Date, with the exception of any vested right you may have under the express terms of a written ERISA-qualified benefit plan (e.g., 401(k) account) or any vested options. You further acknowledge and agree that the Severance Benefits provided to you in this Agreement satisfy any and all obligations of the Company and its respective affiliated, related, parent and subsidiary entities to provide you with severance benefits or similar amounts in connection with your termination of employment, and that this Agreement hereby supersedes and extinguishes any severance benefits you are or could be eligible to receive under any agreement, plan, or policy, including without limitation, under the Prior Agreement.

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6.Expense Reimbursements. You agree that, within thirty (30) days after the Separation Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement. The Company will reimburse you for these expenses pursuant to its regular business practice.

7.Return of Company Property. Within five (5) days after the Separation Date, you agree to return to the Company all Company documents (and all copies thereof) and other Company property which you have in your possession or control, including, but not limited to, Company files, notes, drawings, records, plans, forecasts, reports, studies, analyses, proposals, agreements, financial information, research and development information, sales and marketing information, customer lists, prospect information, pipeline reports, sales reports, operational and personnel information, specifications, code, software, databases, computer-recorded information, tangible property and equipment (including, but not limited to, computers, facsimile machines, mobile telephones, servers), credit cards, entry cards, identification badges and keys; and any materials of any kind which contain or embody any proprietary or confidential information of the Company (and all reproductions thereof in whole or in part). You agree that you will make a diligent search to locate any such documents, property and information by the close of business on the Separation Date. If you have used any personally owned computer, server, or e-mail system to receive, store, review, prepare or transmit any Company confidential or proprietary data, materials or information, within five (5) days after the Separation Date, you shall provide the Company with a computer-useable copy of such information and then permanently delete and expunge such Company confidential or proprietary information from those systems; and you agree to provide the Company access to your system as requested to verify that the necessary copying and/or deletion is done. Your timely compliance with this paragraph is a condition to your receipt of the Severance Benefits provided under this Agreement.

8.Confidentiality. The provisions of this Agreement will be held in strictest confidence by you and will not be publicized or disclosed by you in any manner whatsoever; provided, however, that: (a) you may disclose this Agreement in confidence to your immediate family and to your attorneys, accountants, tax preparers and financial advisors; and (b) you may disclose this Agreement insofar as such disclosure may be necessary to enforce its terms or as otherwise required by law. In particular, and without limitation, you agree not to disclose the terms of this Agreement to any current or former Company employee or independent contractor.

9.Mutual Non-Disparagement. You agree not to disparage the Company, its officers, directors, employees, shareholders, parents, subsidiaries, affiliates, and agents, in any manner likely to be harmful to its or their business, business reputation, or personal reputation; provided that you may respond accurately and fully to any question, inquiry, or request for information if required by legal process or in connection with a government investigation. In addition, nothing in this provision or this Agreement is intended to prohibit or restrain you in any manner from making disclosures that are protected under the whistleblower provisions of federal or state law or regulation or under other applicable law or regulation, nor prevent you from disclosing information about unlawful acts in the workplace, including, but not limited to, sexual harassment. The Company agrees to instruct its current executive officers and members of the

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Company’s Board of Directors (the “Non-Disparagement Parties”) not to disparage you in any manner likely to be harmful to your business reputation or personal reputation; provided that the Non-Disparagement Parties may respond accurately and fully to any question, inquiry or request for information when required or permitted by legal process. You understand that the obligations under this Section extend only to the Company’s current executive officers, members of its Board of Directors and only for so long as they are employees or Directors of the Company.

10.No Voluntary Adverse Action.You agree that you will not voluntarily (except in response to legal compulsion or as permitted under the Protected Activities section below) assist any person in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against the Company, its parent or subsidiary entities, affiliates, officers, directors, employees or agents.

11.Cooperation. You agree to cooperate fully with the Company in connection with its actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters arising from events, acts, or failures to act that occurred during the period of your employment by the Company. Such cooperation includes, without limitation, making yourself available to the Company upon reasonable notice, without subpoena, to provide complete, truthful and accurate information in witness interviews, depositions, and trial testimony. The Company will reimburse you for reasonable out-of-pocket expenses you incur in connection with any such cooperation (excluding foregone wages) and will make reasonable efforts to accommodate your scheduling needs.

12.No Admissions. You understand and agree that the promises and payments in consideration of this Agreement shall not be construed to be an admission of any liability or obligation by the Company to you or to any other person, and that the Company makes no such admission.

13.Release of Claims. In exchange for the consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company, and its affiliated, related, parent and subsidiary entities, and its and their current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, insurers, affiliates, and assigns from any and all claims, liabilities, demands, causes of action, and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (b) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity, or profits interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as

253055600 v2

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amended), the federal Americans with Disabilities Act of 1990, the California Labor Code (as amended), the California Family Rights Act, and the Age Discrimination in Employment Act (“ADEA”).Notwithstanding the foregoing, you are not releasing the Company hereby from any rights you have under this Agreement or any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance. Also, excluded from this Agreement are any claims that cannot be waived by law, including without limitation claims under the California Fair Employment and Housing Act, to the extent such claims are not waivable as a matter of law with this release.

14.ADEA Waiver. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you have under the ADEA, and that the consideration given for the waiver and releases you have given in this Agreement is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised, as required by the ADEA, that: (a) your waiver and release does not apply to any rights or claims that arise after the date you sign this Agreement; (b) you should consult with an attorney prior to signing this Agreement (although you may choose voluntarily not to do so); (c) you have twentyone (21) days to consider this Agreement (although you may choose voluntarily to sign it sooner); (d) you have seven (7) days following the date you sign this Agreement to revoke this Agreement (in a written revocation sent to the Company); and (e) this Agreement will not be effective until the date upon which the revocation period has expired, which will be the eighth day after you sign this Agreement provided that you do not revoke it (the “Effective Date”).

15.Section 1542 Waiver. In giving the release herein, which includes claims which may be unknown to you at present, you acknowledge that you have read and understand Section 1542 of the California Civil Code, which reads as follows:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

You hereby expressly waive and relinquish all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to your release of claims herein, including but not limited to your release of unknown claims.

16.Protected Rights. You understand that nothing in this Agreement limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the California Department of Fair Employment and Housing, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). You further understand this Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your

253055600 v2

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right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, to maximum extent permitted by law, you are otherwise waiving any and all rights you may have to individual relief based on any claims that you have released and any rights you have waived by signing this Agreement.

17.Representations. You hereby represent that you have been paid all compensation owed and for all hours worked through the date you sign this Agreement, have received all the leave and leave benefits and protections for which you are eligible pursuant to the Family and Medical Leave Act, the California Family Rights Act, or otherwise, and have not suffered any on-the-job injury for which you have not already filed a workers’ compensation claim.

18.Miscellaneous. This Agreement, including its Exhibits, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to its subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable to the fullest extent permitted by law, consistent with the intent of the parties. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of California without regard to conflict of laws principles. Any ambiguity in this Agreement shall not be construed against either party as the drafter. Any waiver of a breach of this Agreement shall be in writing and shall not be deemed to be a waiver of any successive breach. This Agreement may be executed in counterparts and facsimile signatures will suffice as original signatures.

If this Agreement is acceptable to you, please sign below and return the original to me. You have twenty-one (21) calendar days to decide whether you would like to accept this Agreement, and the Company’s offer contained herein will automatically expire if you do not sign and return it within this timeframe.

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We wish you the best in your future endeavors.

Sincerely,

By: /s/ Robert Fried

Robert Fried

Chief Executive Officer

I HAVE READ, UNDERSTAND AND AGREE FULLY TO THE FOREGOING AGREEMENT:

By: /s/ Lisa Harrington

Lisa Hatton Harrington

Date: July 8, 2021

253055600 v2

EX-31.1

EXHIBIT 31.1

Certification of the Chief Executive Officer

Pursuant to

Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended,

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert N. Fried, certify that:

1.I have reviewed this Quarterly Report on Form 10−Q of ChromaDex Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a−15(e) and 15d−15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 12, 2022	/s/ ROBERT N. FRIED
	Robert N. Fried
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of the Chief Financial Officer

Pursuant to

Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended,

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kevin M. Farr, certify that:

1.I have reviewed this Quarterly Report on Form 10−Q of ChromaDex Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a−15(e) and 15d−15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 12, 2022	/s/ KEVIN M. FARR
	Kevin M. Farr
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Certification Pursuant to 18 U.S.C. Section 1350

(as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002)

In connection with this Quarterly Report of ChromaDex Corporation (the “Company”) on Form 10−Q for the quarter ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Robert N. Fried, Chief Executive Officer of the Company, and Kevin M. Farr, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002, that, to our knowledge:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 12, 2022	/s/ ROBERT N. FRIED
	Robert N. Fried
	Chief Executive Officer
	/s/ KEVIN M. FARR
	Kevin M. Farr
	Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

XML

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 10, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Entity File Number	001-37752
Entity Registrant Name	CHROMADEX CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-2940963
Entity Address, Address Line One	10900 Wilshire Blvd
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90024
City Area Code	310
Local Phone Number	388-6706
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	CDXC
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		68,334,586
Entity Central Index Key	0001386570
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022

XML

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash, including restricted cash of $0.2 million as of both dates	$ 20,993	$ 28,219
Trade receivables, net of allowances of $54 and $65, respectively; Including receivables from Related Party of: $2.3 million and $2.1 million, respectively.	6,310	5,226
Inventories	15,307	13,601
Prepaid expenses and other assets	1,913	1,859
Total current assets	44,523	48,905
Leasehold improvements and equipment, net	2,940	3,003
Intangible assets, net	808	857
Right-of-use assets	4,053	4,352
Other long-term assets	606	723
Total assets	52,930	57,840
Current liabilities
Accounts payable	9,780	10,423
Accrued expenses	8,126	6,481
Current maturities of operating lease obligations	630	528
Current maturities of finance lease obligations	17	20
Customer deposits	141	161
Total current liabilities	18,694	17,613
Deferred revenue	4,346	4,346
Operating lease obligations, less current maturities	4,013	4,154
Total liabilities	27,053	26,113
Commitments and Contingencies (Note 10)
Stockholders' Equity
Common stock, $0.001 par value; authorized 150,000 shares; 68,149 shares and 68,126 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively.	68	68
Additional paid-in capital	202,502	200,614
Accumulated deficit	(176,693)	(168,953)
Cumulative translation adjustments	0	(2)
Total stockholders' equity	25,877	31,727
Total liabilities and stockholders' equity	$ 52,930	$ 57,840

XML

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Restricted cash	$ 200	$ 200
Trade receivables, allowance	54	65
Receivables from Related Party	$ 2,300	$ 2,100
Common stock par value (in dollars per share)	$ 0.001	$ 0.001
Common stock authorized (in shares)	150,000	150,000
Common stock issued (in shares)	68,149	68,126
Common stock outstanding (in shares)	68,149	68,126

XML

Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Sales, net	$ 17,259	$ 14,683
Cost of sales	6,727	5,449
Gross profit	10,532	9,234
Operating expenses:
Sales and marketing	8,237	6,258
Research and development	1,078	787
General and administrative	8,949	9,551
Total operating expenses	18,264	16,596
Operating loss	(7,732)	(7,362)
Interest expense, net	(8)	(19)
Net loss	$ (7,740)	$ (7,381)
Basic loss per common share (in dollars per share)	$ (0.11)	$ (0.12)
Diluted loss per common share (in dollars per share)	$ (0.11)	$ (0.12)
Basic weighted average common shares outstanding (in shares)	68,314	64,164
Diluted weighted average common shares outstanding (in shares)	68,314	64,164

XML

Unaudited Condensed Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Cumulative Translation Adjustments
Beginning balance (in shares) at Dec. 31, 2020		61,881
Beginning balance at Dec. 31, 2020	$ 16,424	$ 62	$ 158,190	$ (141,825)	$ (3)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock, net of offering costs (in shares)		3,846
Issuance of common stock, net of offering costs	24,871	$ 4	24,867
Issuance of common stock resulting from the exercise of stock options (in shares)		1,975
Issuance of common stock resulting from the exercise of stock options	8,633	$ 2	8,631
Share-based compensation	1,284		1,284
Translation adjustment	1				1
Net loss	(7,381)			(7,381)
Ending balance (in shares) at Mar. 31, 2021		67,702
Ending balance at Mar. 31, 2021	43,832	$ 68	192,972	(149,206)	(2)
Beginning balance (in shares) at Dec. 31, 2021		68,126
Beginning balance at Dec. 31, 2021	31,727	$ 68	200,614	(168,953)	(2)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of restricted stock (in shares)		23
Share-based compensation	1,888		1,888
Translation adjustment	2				2
Net loss	(7,740)			(7,740)
Ending balance (in shares) at Mar. 31, 2022		68,149
Ending balance at Mar. 31, 2022	$ 25,877	$ 68	$ 202,502	$ (176,693)	$ 0

XML

Unaudited Condensed Consolidated Statement of Stockholders' Equity (Parenthetical) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($)
Statement of Stockholders' Equity [Abstract]
Offering costs	$ 0.1

XML

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash Flows From Operating Activities
Net loss	$ (7,740)	$ (7,381)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of leasehold improvements and equipment	201	221
Amortization of intangibles	49	60
Amortization of right of use assets	299	126
Share-based compensation expense	1,888	1,284
Provision for doubtful trade receivables	10	14
Non-cash financing costs	18	28
Changes in operating assets and liabilities:
Trade receivables	(1,094)	(1,967)
Inventories	(1,706)	(1,079)
Implementation costs for cloud computing arrangement	(114)	(28)
Prepaid expenses and other assets	46	74
Accounts payable	(643)	2,248
Accrued expenses	1,645	1,196
Customer deposits and other	(18)	(47)
Operating lease liabilities	(39)	(154)
Net cash used in operating activities	(7,198)	(5,405)
Cash Flows From Investing Activities
Purchases of leasehold improvements and equipment	(25)	(46)
Net cash used in investing activities	(25)	(46)
Cash Flows From Financing Activities
Proceeds from issuance of common stock, net	0	24,871
Proceeds from exercise of stock options	0	8,633
Payment of debt issuance costs	0	(44)
Principal payments on finance leases	(3)	(15)
Net cash (used in) provided by financing activities	(3)	33,445
Net (decrease) increase in cash	(7,226)	27,994
Cash, including restricted cash of $0.2 million for both periods - beginning of period	28,219	16,697
Cash, including restricted cash of $0.2 million for both periods - end of period	20,993	44,691
Supplemental Disclosures of Cash Flow Information
Cash payments for interest on finance leases	0	1
Cash payments for principal on operating lease liabilities	$ 58	$ 154

XML

Unaudited Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Statement of Cash Flows [Abstract]
Restricted cash	$ 0.2	$ 0.2	$ 0.2	$ 0.2

XML

Nature of Business	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	Nature of BusinessChromaDex Corporation and its wholly owned subsidiaries, ChromaDex, Inc., ChromaDex Analytics, Inc., ChromaDex Asia Limited, ChromaDex Europa B.V. and ChromaDex Sağlik Ürünleri Anonim Şirketi (collectively, “ChromaDex”, the “Company”) are a global bioscience company dedicated to healthy aging. The ChromaDex team, which includes world-renowned scientists, is pioneering research on nicotinamide adenine dinucleotide (NAD+), an essential coenzyme that is a key regulator of cellular metabolism and is found in every cell of the human body. NAD+ levels in humans have been shown to decline with age, among other factors, and may be increased through supplementation with NAD+ precursors. ChromaDex is the innovator behind NAD+ precursor nicotinamide riboside (NR), commercialized as the flagship ingredient Niagen®. Nicotinamide riboside and other NAD+ precursors are protected by ChromaDex’s patent and/or licensed rights portfolio. The Company delivers Niagen® as the sole active ingredient in its consumer product Tru Niagen®. The Company further develops and commercializes proprietary-based ingredient technologies and supplies these ingredients as raw materials to the manufacturers of consumer products. The Company also offers natural product fine chemicals, known as phytochemicals, and related research and development services.

XML

Basis of Presentation and Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Significant Accounting Policies

Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “GAAP”) for interim financial information and the instructions to Form 10-Q and Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the interim condensed consolidated financial statements include all adjustments (including normal recurring adjustments) necessary for a fair presentation of the financial condition, results of operations and cash flows for such periods. Results of operations for any interim period are not necessarily indicative of results for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2021 Annual Report on Form 10-K filed with the SEC.

Basis of Consolidation: The accompanying unaudited condensed financial statements and notes thereto have been prepared on a consolidated basis and reflect the consolidated financial position of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated from these financial statements.

Reclassifications: Certain prior period results have been reclassified to be consistent with the current period presentation.

Significant Accounting policies: There have been no changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2022, that have had a material impact on the Company’s condensed financial statements and related notes.

Recent Accounting Pronouncements: In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard’s main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope. The new guidance represents significant changes to accounting for credit losses: (i) full lifetime expected credit losses will be recognized upon initial recognition of an asset in scope; (ii) the current incurred loss impairment model that recognizes losses when a probable threshold is met will be replaced with the expected credit loss impairment method without recognition threshold; and (iii) the expected credit losses estimate will be based upon historical information, current conditions, and reasonable and supportable forecasts. ASU 2016-13 introduces two distinctive credit loss impairment models: (i) current expected credit loss impairment model (Subtopic 326-20) applicable to financial assets measured at amortized cost; and (ii) available-for-sale debt securities impairment model (Subtopic 326-30). ASU 2016-13 is effective for public entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Public entities that qualify as a smaller reporting company can elect to defer compliance effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements.

XML

Liquidity

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Liquidity

Liquidity 

Evaluation of Ability to Maintain Current Level of Operations

In connection with the preparation of these condensed consolidated financial statements for the three months ended March 31, 2022, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to meet its obligations as they became due over the next twelve months from the date of issuance of the Company’s first quarter of 2022 interim condensed consolidated financial statements. Management assessed that there were such conditions and events, including a history of recurring operating losses, negative cash flows from operating activities and the continued impact of the COVID-19 pandemic. The Company incurred a net loss of $7.7 million and used net cash in operating activities of $7.2 million for the three months ended March 31, 2022.

Management evaluated these conditions and anticipates that its current cash and cash equivalents of $21.0 million, including restricted cash of approximately $0.2 million, and cash to be generated from net sales will be sufficient to meet its projected operating plans through at least the next twelve months from the issuance date of these financial statements. The Company may, however, seek additional capital within the next twelve months, both to fund its projected operating plans after the next twelve months and/or to fund the Company’s longer-term strategic objectives.

The Company has an available line of credit up to $10.0 million, subject to certain terms and conditions, from Western Alliance Bank which had no outstanding borrowings as of March 31, 2022. In June 2020, the Company filed a $125 million registration statement on Form S-3 with the SEC, utilizing a “shelf” registration process. Under this shelf registration process, the Company may sell securities from time to time, including up to $50 million pursuant to the At Market Issuance Sales Agreement, dated as of June 12, 2020, with B. Riley FBR, Inc. and Raymond James & Associates, Inc. (ATM Facility). As of March 31, 2022, approximately $47.8 million remains available under the ATM Facility.

XML

Earnings Per Share Applicable to Common Stockholders

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Earnings Per Share Applicable to Common Stockholders

Earnings Per Share Applicable to Common Stockholders

The following table sets forth the computations of earnings per share amounts applicable to common stockholders for the three months ended March 31, 2022 and 2021:

	Three Months Ended March 31,
(In thousands, except per share data)	2022		2021
Net loss	$	(7,740)	$	(7,381)
Basic and diluted loss per common share	$	(0.11)	$	(0.12)
Basic and diluted weighted average common shares outstanding (1):	68,314		64,164
Potentially dilutive securities (2):
Stock options	11,954		11,466
Restricted stock units	356		—

(1) Includes approximately 0.2 million nonvested shares of restricted stock for the three months ended March 31, 2022 and 2021 which are participating securities that feature voting and dividend rights.

(2) Excluded from the computation of loss per share as their impact is antidilutive.

XML

Business Segments

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Business Segments

Business Segments

The Company has the following three reportable segments:

•Consumer Products segment: provides finished dietary supplement products that contain the Company's proprietary ingredients directly to consumers as well as to distributors;

•Ingredients segment: develops and commercializes proprietary-based ingredient technologies and supplies these ingredients as raw materials to the manufacturers of consumer products; and,

•Analytical Reference Standards and Services segment: offers the supply of phytochemical reference standards and other research and development services.

The Company’s reportable segments are significant operating segments that offer differentiated services. This structure reflects the Company’s current operational and financial management and provides the best structure to maximize the Company's objectives and investment strategy, while maintaining financial discipline. The Company's Chief Executive Officer, who is its chief operating decision maker (CODM), reviews financial information for each operating segment to evaluate performance and allocate resources. The Company evaluates performance and allocates resources based on reviewing gross margin by reportable segment. The Company's CODM does not review assets by segment in his evaluation and therefore assets by segment are not disclosed below. There are no intersegment sales that require elimination. The “Corporate and other” classification includes corporate items not allocated by the Company to each reportable segment.

The following tables set forth financial information by segment:

Three months ended March 31, 2022	Consumer Products segment		Ingredients segment		Analytical Reference Standards and Services segment		Corporate and other		Total
(In thousands)
Net sales	$	14,937	$	1,427	$	895	$	—	$	17,259
Cost of sales	5,252		722		753		—		6,727
Gross profit	9,685		705		142		—		10,532
Operating expenses:
Sales and marketing	8,074		24		139		—		8,237
Research and development	1,002		76		—		—		1,078
General and administrative	—		—		—		8,949		8,949
Operating expenses	9,076		100		139		8,949		18,264
Operating income (loss)	$	609	$	605	$	3	$	(8,949)	$	(7,732)

Three months ended March 31, 2021	Consumer Products segment		Ingredients segment		Analytical Reference Standards and Services segment		Corporate and other		Total
(In thousands)
Net sales	$	12,437	$	1,315	$	931	$	—	$	14,683
Cost of sales	4,203		563		683		—		5,449
Gross profit	8,234		752		248		—		9,234
Operating expenses:
Sales and marketing	6,111		10		137		—		6,258
Research and development	718		69		—		—		787
General and administrative	—		—		—		9,551		9,551
Operating expenses	6,829		79		137		9,551		16,596
Operating income (loss)	$	1,405	$	673	$	111	$	(9,551)	$	(7,362)

Disaggregation of Revenue

The Company disaggregates its revenue from contracts with customers by type of goods or services for each of its segments, as the Company believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Disaggregated revenues are as follows:

Three Months Ended March 31, 2022	Consumer Products Segment		Ingredients Segment		Analytical Reference Standards and Services Segment		Total
(In thousands)
Tru Niagen®, Consumer Product	$	14,937	$	—	$	—	$	14,937
Niagen® Ingredient	—		1,131		—		1,131
Subtotal Niagen® Related	$	14,937	$	1,131	$	—	$	16,068
Other Ingredients	—		296		—		296
Reference Standards	—		—		883		883
Consulting and Other	—		—		12		12
Subtotal Other Goods and Services	$	—	$	296	$	895	$	1,191
Total Net Sales	$	14,937	$	1,427	$	895	$	17,259

Three Months Ended March 31, 2021	Consumer Products Segment		Ingredients Segment		Analytical Reference Standards and Services Segment		Total
(In thousands)
Tru Niagen®, Consumer Product	$	12,437	$	—	$	—	$	12,437
Niagen® Ingredient	—		1,203		—		1,203
Subtotal Niagen® Related	$	12,437	$	1,203	$	—	$	13,640
Other Ingredients	—		112		—		112
Reference Standards	—		—		800		800
Consulting and Other	—		—		131		131
Subtotal Other Goods and Services	$	—	$	112	$	931	$	1,043
Total Net Sales	$	12,437	$	1,315	$	931	$	14,683

Disclosure of Major Customers

Major customers are defined as customers whose sales or trade receivables individually consist of more than ten percent of total sales or total trade receivables, respectively. Percentage of net sales from major customers of the Company’s consumer products segment for the periods indicated were as follows:

	Three Months Ended March 31,
Major Customers	2022		2021
A.S. Watson Group - Related Party	14.8	%	10.6	%

The percentage of the amounts due from major customers to total trade receivables, net for the periods indicated were as follows:

Major Customers	At Mar 31, 2022		At Dec 31, 2021
A.S. Watson Group - Related Party	36.5	%	39.6	%
Persona	10.1	%	10.3	%
Life Extension	*		22.1	%
Amazon Marketplaces	15.0	%	*

* Represents less than 10%

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Related Party Transactions

3 Months Ended

Mar. 31, 2022

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

The Company has two related parties, A.S. Watson Group and Horizon Ventures, through common ownership of an enterprise that beneficially owns more than 10% of the common stock of the Company. The sale of consumer products and corresponding trade receivables to related parties during the periods indicated are as follows:

	Net Sales				Trade Receivable as of
	Three Months Ended March 31,				March 31,		December 31,
	2022		2021		2022		2021
A.S. Watson Group - Related Party	$2.6	million	$1.6	million	$2.3	million	$2.1	million
Total	$2.6	million	$1.6	million	$2.3	million	$2.1	million

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Inventories

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Inventories

Inventories

The Company's major classes of inventory and corresponding balances as of March 31, 2022 and December 31, 2021 are as follows:

(In thousands)	Mar 31, 2022		Dec 31, 2021
Consumer Products - Finished Goods	$	7,383	$	6,823
Consumer Products - Work in Process	4,323		4,131
Bulk ingredients	3,071		2,131
Reference standards	530		516
Total Inventory	$	15,307	$	13,601

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Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

Leases

The Company accounts for its leases in accordance with ASU No. 2016-02 (Topic 842) which requires that a lessee recognize the assets and liabilities that arise from operating leases. The ASU requires lessees to recognize a liability for lease obligations, which represents the discounted obligation to make future lease payments, and a corresponding right-of-use (ROU) asset on the balance sheet. The Company leases office space facilities and a research and development laboratory under non-cancelable operating leases with varying expirations extending through fiscal year 2028. The lease agreements provide for renewal options and rent escalation over the lease term as well as require the Company to pay maintenance, insurance and property taxes. Lease expense is recognized on a straight-line basis over the term of the lease.

Operating Leases

As of March 31, 2022, the Company had right-of-use assets and corresponding operating lease liabilities of approximately $4.1 million and $4.6 million, respectively. For the three months ended March 31, 2022 and 2021, the components of operating lease expense are as follows:

	Three Months Ended March 31,
(In thousands)	2022		2021
Operating leases
Operating lease expense	$	256	$	154
Variable lease expense	40		40
Operating lease expense	296		194
Short-term lease rent expense	64		62
Total expense	$	360	$	256

	At March 31, 2022
Weighted-average remaining lease term (years), operating leases	5.0
Weighted-average discount rate, operating leases	5.8	%

Future minimum lease payments under operating leases as of March 31, 2022 are as follows:

Year	(In thousands)
2022 (Remainder)	$	620
2023	949
2024	1,159
2025	1,141
2026	906
2027	498
Thereafter	179
Total	5,452
Less present value discount	(809)
Present value of total operating lease liabilities	4,643
Less current portion	(630)
Long-term obligations under operating leases	$	4,013

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Share Based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement, Noncash Expense [Abstract]

Share-Based Compensation

Share-Based Compensation

Equity Plans

The Company grants awards to recipients through the 2017 Equity Incentive Plan, as amended (the 2017 Plan), which was approved by stockholders and the Board of Directors. The 2017 Plan provided for the issuance of shares that total no more than the sum of (i) 14,500,000 new shares, (ii) approximately 384,000 unallocated shares remaining available for the grant of new awards under the Second Amended and Restated 2007 Equity Incentive Plan, (iii) any returning shares such as forfeited, cancelled, or expired shares and (iv) 500,000 shares pursuant to an inducement award. The number of shares available to be issued under the 2017 Plan will be reduced by (i) one share for each share that relates to an option or stock appreciation right award and (ii) 1.5 shares for each share which relates to an award other than a stock option or stock appreciation right award (a full-value award). As of March 31, 2022, there were approximately 3.1 million remaining shares available for issuance under this plan. Options expire 10 years from the date of grant.

General Vesting Conditions

The Company’s stock options and restricted stock unit awards are generally subject to a one-year cliff vesting period after which 1/3 of the shares vest with the remaining shares vesting ratably over a two-year period subject to the passage of time. Additionally, certain stock option awards are market or performance based and vest based on certain triggering events established by the Compensation Committee.

Stock Options

The fair value of the Company’s stock options that are not market based are estimated at the grant date using the Black-Scholes option pricing model. The Company used the following weighted average assumptions for options granted during the three months ended March 31, 2022:

Weighted Average:	Three Months Ended March 31, 2022
Expected term	5.7 years
Expected volatility	76.5	%
Risk-free rate	1.9	%
Expected dividends	—	%

Service Period Based Stock Options

The following table summarizes activity of service period-based stock options during the three months ended March 31, 2022:

		Weighted Average
(In thousands except per-share data and remaining contractual term)	Number of Options	Exercise Price		Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2021	9,495	$	4.65	6.5	$	2,452
Options Granted	1,745	2.69
Options Exercised	—	—			—
Options Forfeited	(326)	4.83
Outstanding at March 31, 2022	10,914	$	4.33	6.5	$	95	*
Exercisable at March 31, 2022	7,261	$	3.93	5.0	$	95	*

*The aggregate intrinsic values in the table above are based on the Company’s stock price of $2.46, which is the closing price of the Company’s stock on the last day of business for the period ended March 31, 2022.

Restricted Stock Units

The following table summarizes activity of restricted stock units during the three months ended March 31, 2022:

(In thousands except per share fair value)	Number of RSUs	Weighted Average Fair Value
Unvested shares at December 31, 2021	115	$	10.21
Granted	272	2.66
Vested	(23)	11.83
Forfeited	(8)	11.83
Unvested shares at March 31, 2022	356	$	4.28
Expected to vest at March 31, 2022	356	$	4.28

Total Share-Based Compensation

Total share-based compensation expense was as follows:

	Three Months Ended March 31,
(In thousands)	2022		2021
Share-based compensation expense
Cost of sales	$	57	$	40
Sales and marketing	321		388
Research and development	225		138
General and administrative	1,285		718
Total	$	1,888	$	1,284

In future periods, the Company expects to recognize approximately $10.1 million and $1.4 million in share-based compensation expense for unvested options and unvested restricted stock units, respectively, that were outstanding as of March 31, 2022. Future share-based compensation expense will be recognized over 2.1 and 2.5 weighted average years for unvested options and restricted stock units, respectively.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Legal proceedings

1. Elysium Health, LLC

(A) California Action

On December 29, 2016, ChromaDex filed a complaint in the United States District Court for the Central District of California, naming Elysium Health, Inc. (together with Elysium Health, LLC, “Elysium”) as defendant (Complaint). On January 25, 2017, Elysium filed an answer and counterclaims in response to the Complaint (together with the Complaint, the “California Action”). Over the course of the California Action, the parties have each filed amended pleadings several times and have each engaged in several rounds of motions to dismiss and one round of motion for judgment on the pleadings with respect to various claims. Most recently, on November 27, 2018, ChromaDex filed a fifth amended complaint that added an individual, Mark Morris, as a defendant. Elysium and Morris (Defendants) moved to dismiss on December 21, 2018. The court denied Defendants’ motion on February 4, 2019. Defendants filed their answer to ChromaDex’s fifth amended complaint on February 19, 2019. ChromaDex filed an answer to Elysium’s restated counterclaims on March 5, 2019. Discovery closed on August 9, 2019.

On August 16, 2019, the parties filed motions for partial summary judgment as to certain claims and counterclaims. The parties filed opposition briefs on August 28, 2019, and reply briefs on September 4, 2019. On October 9, 2019, among other things, the court vacated the previously scheduled trial date, ordered supplemental briefing with respect to certain issues related to summary judgment. Elysium filed its opening supplemental brief on October 30, 2019, ChromaDex filed its opening supplemental brief on November 18, 2019, and Elysium filed a reply brief on November 27, 2019, and the court heard argument on January 13, 2020. On January 16, 2020, the court granted both parties’ motions for summary judgment in part and denied both in part. On ChromaDex’s motion, the court granted summary judgment in favor of ChromaDex on Elysium’s counterclaims for (i) breach of contract related to manufacturing Niagen® according to the defined standard, selling Niagen® and ingredients that are substantially similar to pterostilbene to other customers, distributing the Niagen® product specifications, and failing to provide information concerning the quality and identity of Niagen®, and (ii) breach of the implied covenant of good faith and fair dealing. The court denied summary judgment on Elysium’s counterclaims for (i) fraudulent inducement of the Trademark License and Royalty Agreement, dated February 3, 2014, by and between ChromaDex and Elysium (License Agreement), (ii) patent misuse, and (iii) unjust enrichment. On Elysium’s motion, the court granted summary judgment in favor of Elysium on ChromaDex’s claim for damages related to $110,000 in avoided costs arising from documents that Elysium used in violation of the Supply Agreement, dated February 3, 2014, by and between ChromaDex and Elysium, as amended (Niagen® Supply Agreement). The court denied summary judgment on Elysium’s counterclaim for breach of contract related to certain refunds or credits to Elysium. The court also denied summary judgment on ChromaDex’s breach of contract claim against Morris and claims for disgorgement of $8.3 million in Elysium’s resale profits, $600,000 for a price discount received by Elysium, and $684,781 in Morris’s compensation.

Following the court’s January 16, 2020 order, ChromaDex’s claims asserted in the California Action, among other allegations, were that (i) Elysium breached the Supply Agreement, dated June 26, 2014, by and between ChromaDex and Elysium (pTeroPure® Supply Agreement), by failing to make payments to ChromaDex for purchases of pTeroPure® and by improper disclosure of confidential ChromaDex information pursuant to the pTeroPure® Supply Agreement, (ii) Elysium breached the Niagen® Supply Agreement, by failing to make payments to ChromaDex for purchases of Niagen®, (iii) Defendants willfully and maliciously misappropriated ChromaDex trade secrets concerning its ingredient sales business under both the California Uniform Trade Secrets Act and the Federal Defend Trade Secrets Act, (iv) Morris breached two confidentiality agreements he signed by improperly stealing confidential ChromaDex documents and information, (v) Morris breached his fiduciary duty to ChromaDex by lying to and competing with ChromaDex while still employed there, and (vi) Elysium aided and abetted Morris’s breach of fiduciary duty. ChromaDex sought damages and interest for Elysium’s alleged breaches of the Niagen® Supply Agreement and pTeroPure® Supply Agreement and Morris’s alleged breaches of his confidentiality agreements, compensatory damages and interest, punitive damages, injunctive relief, and attorney’s fees for Defendants’ alleged willful and malicious misappropriation of ChromaDex’s trade secrets, and compensatory damages and interest, disgorgement of all benefits received, and punitive damages for Morris’s alleged breach of his fiduciary duty and Elysium’s aiding and abetting of that alleged breach.

Elysium’s claims alleged in the California Action were that (i) ChromaDex breached the Niagen® Supply Agreement by not issuing certain refunds or credits to Elysium, (ii) ChromaDex fraudulently induced Elysium into entering into the License Agreement, (iv) ChromaDex’s conduct constitutes misuse of its patent rights, and (v) ChromaDex was unjustly enriched by the royalties Elysium paid pursuant to the License Agreement. Elysium sought damages for ChromaDex’s alleged breaches of the Niagen® Supply Agreement, and compensatory damages, punitive damages, and/or rescission of the License Agreement and restitution of any royalty payments conveyed by Elysium pursuant to the License Agreement, and a declaratory judgment that ChromaDex has engaged in patent misuse.

On January 17, 2020, Elysium moved to substitute its counsel. The same day, the court ordered hearing on that motion for January 21, 2020, and granted Elysium’s motion at the hearing. On January 23, 2020, the court issued a scheduling order that, among other things, set trial on the remaining claims to begin on May 12, 2020. On March 19, 2020, in light of the global 2019 coronavirus disease ("COVID-19" or "COVID") pandemic and ongoing private mediation efforts, the parties jointly stipulated to adjourn the trial date. The court vacated the trial date on March 20, 2020. The court held a telephonic status conference on June 9, 2020, during which the court indicated that it will reschedule the jury trial as soon as conditions permit. On November 4, 2020, the parties submitted a joint status report indicating that they will propose a new trial date as soon as the court announces that it will resume jury trials. On November 18, 2020, the court set trial to begin on September 21, 2021.

On December 11, 2020, Elysium filed a “Notice of Correction of Depositions” related to the depositions of its chief executive officer, Eric Marcotulli, and chief operating officer, Daniel Alminana, both taken in March 2019. On March 8, 2021, based in part on information that Elysium submitted under seal with that notice, ChromaDex filed a motion for sanctions or, in the alternative, reconsideration of the court’s January 16, 2020 order regarding summary judgment, in which ChromaDex moved to dismiss Elysium’s third, fourth, and fifth counterclaims. Elysium’s opposition brief was filed on March 22, 2021. ChromaDex filed its reply brief on March 29, 2021. On April 27, 2021, the court denied ChromaDex, Inc’s motion for terminating sanctions, but concluded that the evidence at issue in the motion will be admissible at trial.

The jury trial portion of the case commenced on September 21, 2021. The jury returned a verdict on September 27, 2021. The verdict found (i) Elysium liable for breaches of the Niagen® and pTeroPure® Supply Agreements for failing to pay for purchases of the ingredients totaling approximately $3.0 million, (ii) Mark Morris liable for breach of a confidentiality agreement, requiring him to disgorge approximately $17,307, (iii) ChromaDex liable for breaching the Niagen® Supply Agreement for not issuing certain refunds or credits to Elysium in the amount of $625,000, and (iv) ChromaDex liable for fraudulent inducement of the Licensing Agreement in the amount of $250,000, along with $1,025,000 in punitive damages arising from the same counterclaim. On October 25, 2021, ChromaDex informed the court that it would request prejudgment interest on the approximately $3.0 million in damages awarded by the jury for Elysium’s breaches of the Niagen® and pTeroPure® Supply Agreements. Elysium’s opposition brief was filed on January 24, 2022, and ChromaDex, Inc.’s reply brief was filed on January 31, 2022. On February 10, 2022, the court denied ChromaDex Inc.’s motion for prejudgment interest.

On February 18, 2022, ChromaDex, Inc. and Elysium jointly filed a notice informing the court that ChromaDex, Inc. had filed in the U.S. District Court for the Southern District of New York (SDNY Court) a motion to enforce a settlement agreement between ChromaDex, Inc. and Elysium that ChromaDex, Inc. asserts would materially affect the California Action. On April 22, 2022, ChromaDex, Inc. and Elysium jointly filed a notice informing the court that the SDNY Court had granted ChromaDex, Inc.’s motion to enforce the settlement agreement. On April 29, 2022, ChromaDex, Inc. filed a notice informing the court that the SDNY Court had dismissed the SDNY action with prejudice pursuant to the settlement agreement.

(B) Southern District of New York Action

On September 27, 2017, Elysium Health Inc. (Elysium Health) filed a complaint in the United States District Court for the Southern District of New York, against ChromaDex (Elysium SDNY Complaint). Elysium Health alleged in the Elysium SDNY Complaint that ChromaDex made false and misleading statements in a citizen petition to the Food and Drug Administration it filed on or about August 18, 2017. Among other allegations, Elysium Health averred that the citizen petition made Elysium Health’s product appear dangerous, while casting ChromaDex’s own product as safe. The Elysium SDNY Complaint asserted four claims for relief: (i) false advertising under the Lanham Act, 15 U.S.C. § 1125(a); (ii) trade libel; (iii) deceptive business practices under New York General Business Law § 349; and (iv) tortious interference with prospective economic relations. On October 26, 2017, ChromaDex moved to dismiss the Elysium SDNY Complaint on the grounds that, inter alia, its statements in the citizen petition are immune from liability under the Noerr-Pennington Doctrine, the litigation privilege, and New York’s Anti-SLAPP statute, and that the Elysium SDNY Complaint failed to state a claim. Elysium Health opposed the motion on November 2, 2017. ChromaDex filed its reply on November 9, 2017.

On October 26, 2017, ChromaDex filed a complaint in the United States District Court for the Southern District of New York against Elysium Health (ChromaDex SDNY Complaint). ChromaDex alleges that Elysium Health made material false and misleading statements to consumers in the promotion, marketing, and sale of its health supplement product, Basis, and asserts five claims for relief: (i) false advertising under the Lanham Act, 15 U.S.C. §1125(a); (ii) unfair competition under 15 U.S.C. § 1125(a); (iii) deceptive practices under New York General Business Law § 349; (iv) deceptive practices under New York General Business Law § 350; and (v) tortious interference with prospective economic advantage. On November 16, 2017, Elysium Health moved to dismiss for failure to state a claim. ChromaDex opposed the motion on November 30, 2017 and Elysium Health filed a reply on December 7, 2017.

On November 3, 2017, the Court consolidated the Elysium SDNY Complaint and the ChromaDex SDNY Complaint actions under the caption In re Elysium Health-ChromaDex Litigation, 17-cv-7394, and stayed discovery in the consolidated action pending a Court-ordered mediation. The mediation was unsuccessful. On September 27, 2018, the Court issued a combined ruling on both parties’ motions to dismiss. For ChromaDex’s motion to dismiss, the Court converted the part of the motion on the issue of whether the citizen petition is immune under the Noerr-Pennington Doctrine into a motion for summary judgment, and requested supplemental evidence from both parties, which were submitted on October 29, 2018. The Court otherwise denied the motion to dismiss. On January 3, 2019, the Court granted ChromaDex’s motion for summary judgment under the Noerr-Pennington Doctrine and dismissed all claims in the Elysium SDNY Complaint. Elysium moved for reconsideration on January 17, 2019. The Court denied Elysium’s motion for reconsideration on February 6, 2019, and issued an amended final order granting ChromaDex’s motion for summary judgment on February 7, 2019.

The Court granted in part and denied in part Elysium’s motion to dismiss, sustaining three grounds for ChromaDex’s Lanham Act claims while dismissing two others, sustaining the claim under New York General Business Law § 349, and dismissing the claims under New York General Business Law § 350 and for tortious interference. Elysium filed an answer and counterclaims on October 10, 2018, alleging claims for (i) false advertising under the Lanham Act, 15 U.S.C. §1125(a); (ii) unfair competition under 15 U.S.C. § 1125(a); and (iii) deceptive practices under New York General Business Law § 349. ChromaDex answered Elysium’s counterclaims on November 2, 2018.

ChromaDex filed an amended complaint on March 27, 2019, adding new claims against Elysium Health for false advertising and unfair competition under the Lanham Act, 15 U.S.C. § 1125(a). On April 10, 2019, Elysium Health answered the amended complaint and filed amended counterclaims, also adding new claims against ChromaDex for false advertising and unfair competition under the Lanham Act, 15 U.S.C. § 1125(a). On July 1, 2019, Elysium Health filed further amended counterclaims, adding new claims under the Copyright Act §§ 106 & 501. On February 9, 2020, ChromaDex filed a motion for leave to amend its complaint to add additional claims against Elysium Health for false advertising and unfair competition. On February 10, 2020, Elysium Health filed a motion for leave to amend its counterclaims to identify allegedly false and misleading statements in ChromaDex’s advertising. Those motions were both granted after respective stipulations. On March 12, 2020, Elysium Health answered the second amended complaint. On March 13, 2020, ChromaDex filed an answer and objection to Elysium Health’s third amended counterclaims.

On December 14, 2020, Elysium Health filed a motion to supplement and amend its counterclaims to add claims regarding alleged advertising related to COVID, to add an allegation about a change to the ChromaDex website, and to remove its copyright infringement claim under the Copyright Act. On January 19, 2021, the Court denied Elysium Health’s motion to add claims regarding alleged advertising related to COVID. The Court granted the unopposed requests to add an allegation about a change to ChromaDex’s website and to remove Elysium’s Copyright Act claim. Pursuant to the Court’s order, Elysium filed fourth amended counterclaims on April 21, 2021.

All discovery closed on April 23, 2021. The Court vacated a previously scheduled joint pretrial order and trial date because of COVID-19, and the Court has informed the Parties that trial date will be rescheduled in November or December 2021.

Both parties filed dispositive and Daubert motions on June 4, 2021. Opposition papers were filed by both parties on June 25, 2021, and reply papers were filed on July 9, 2021. On January 10, 2022, both parties appeared for oral argument on the dispositive and Daubert motions.

On February 3, 2022, ChromaDex reached a settlement in order to resolve the SDNY action in its entirety as well as the claims tried to the jury in the Central District of California (the “Settlement Agreement”). Shortly thereafter, before the parties could notify the Court, the Court issued a ruling on the pending dispositive and Daubert motions, dismissing ChromaDex’s SDNY complaint in its entirety on the grounds that ChromaDex’s damages were uncertain, and dismissing some of Elysium’s claims. Elysium then asserted that a settlement had not been reached. ChromaDex thereafter filed a motion to enforce the Settlement Agreement in its entirety on February 16, 2022. Elysium’s opposition to that motion was filed on March 2, 2022, and ChromaDex’s reply was filed on March 9, 2022. On April 19, 2022, the Court concluded that a settlement had been reached and granted ChromaDex’s motion to enforce the Settlement Agreement. On April 28, 2022, pursuant to the Settlement Agreement, the Court dismissed the entire action with prejudice.

The Company is unable to predict the outcome of the Elysium SDNY Complaint or any possible appeals and, at this time, cannot reasonably estimate the possible loss or range of loss with respect to the legal proceeding discussed herein. As of March 31, 2022, ChromaDex did not accrue a potential loss for the Elysium SDNY Complaint because ChromaDex believes that the allegations are without merit and thus it is not probable that a liability has been incurred.

(C) Delaware - Patent Infringement Action

On September 17, 2018, ChromaDex and Trustees of Dartmouth College filed a patent infringement complaint in the United States District Court for the District of Delaware against Elysium Health, Inc. The complaint alleges that Elysium’s BASIS® dietary supplement infringes U.S. Patent Nos. 8,197,807 (‘807 Patent) and 8,383,086 (‘086 Patent) that comprise compositions containing isolated nicotinamide riboside held by Dartmouth and licensed exclusively to ChromaDex On October 23, 2018, Elysium filed an answer to the complaint. The answer asserts various affirmative defenses and denies that Plaintiffs are entitled to any relief.

On November 7, 2018, Elysium filed a motion to stay the patent infringement proceedings pending resolution of (1) the inter partes review of the ‘807 Patent and the ‘086 Patent before the Patent Trial and Appeal Board (PTAB) and (2) the outcome of the litigation in the California Action. ChromaDex filed an opposition brief on November 21, 2018 detailing the issues with Elysium’s motion to stay. In particular, ChromaDex argued that given claim 2 of the ‘086 Patent was only included in the PTAB’s inter partes review for procedural reasons the PTAB was unlikely to invalidate claim 2 and therefore litigation in Delaware would continue regardless. In addition, ChromaDex argued that the litigation in the California Action is unlikely to have a significant effect on the ongoing patent litigation. After the PTAB released its written decision upholding claim 2 of the ‘086 Patent, proving right ChromaDex’s prediction, ChromaDex informed the Delaware court of the PTAB’s decision on January 17, 2019. On June 19, 2019, the Delaware court granted in part and denied in part Elysium’s motion, ordering that the case was stayed pending the resolution of Elysium’s patent misuse counterclaim in the California Action.

On November 1, 2019, ChromaDex filed a motion to lift the stay due to changed circumstances in the California Action, among other reasons. Briefing on the motion was completed on November 22, 2019. On January 6, 2020, the Delaware court issued an oral order instructing the parties to submit a joint status report after the January 13, 2020 motions hearing in the California Action. The joint status report was submitted on January 30, 2020. On February 4, 2020, the Delaware court issued an order granting ChromaDex’s motion to lift the stay and setting a scheduling conference for March 10, 2020. On March 19, 2020, the Delaware court entered a scheduling order, which, among other things, set the claim-construction hearing for December 17, 2020 and trial for the week of September 27, 2021. On April 17, 2020, ChromaDex served infringement contentions. Elysium filed a Second Amended Answer on July 10, 2020.

On April 24, 2020, ChromaDex moved for leave to amend the complaint to add Healthspan Research, LLC as a plaintiff. On May 5, 2020, Elysium filed its opposition to ChromaDex’s motion for leave to amend and moved to dismiss ChromaDex for alleged lack of standing. ChromaDex filed its opposition to Elysium’s motion to dismiss and reply in support of its motion to amend on May 19, 2020. Elysium filed its reply in support of its motion to dismiss on May 26, 2020. The Court held a hearing on the motion for leave to amend the complaint and Elysium’s motion to dismiss on September 16, 2020. On December 15, 2020, the Court entered orders (i) granting in part and denying in part Elysium’s motion to dismiss ChromaDex for alleged lack of standing; and (ii) denying ChromaDex’s motion for leave to amend. ChromaDex filed a motion for reargument on December 29, 2020. Elysium filed a response to the motion for reargument on January 28, 2021. ChromaDex filed a motion for leave to file a reply on February 8, 2021. Elysium filed a response to the motion for leave to file a reply on February 12, 2021. ChromaDex filed a reply to the motion for leave to file a reply on February 19, 2021. The Court granted the motion for leave to file the reply on April 26, 2021, and denied the motion for reargument on April 27, 2021.

On July 22, 2020 the parties filed a Joint Claim Construction Chart and respective motions for claim construction. The parties filed a Joint Claim Construction Brief on November 5, 2020. The Court held a Markman hearing on claim-construction issues on December 17, 2020. The Court entered a claim-construction ruling on January 5, 2021.

Fact discovery closed on January 26, 2021. Opening expert reports were served on February 9, 2021. Responsive expert reports were served on March 9, 2021. Reply expert reports were served on March 30, 2021. Both parties filed dispositive and Daubert motions on April 27, 2021.

On September 21, 2021, the Court granted Elysium’s motion for summary judgment that the claims of the ‘807 and ‘086 patents are invalid based on patent-ineligible subject matter. ChromaDex filed a notice of appeal on November 2, 2021. ChromaDex’s opening brief was filed on February 2, 2022. Elysium’s response brief was filed on April 11, 2022. ChromaDex’s reply brief was filed on May 9, 2022. Oral argument has not yet been scheduled. If the appeal is unsuccessful or if on remand the Court dismisses ChromaDex’s claims for some other reason, that could reduce or eliminate any competitive advantage the Company may otherwise have had.

2. Thorne Research, Inc.

(A) Inter Partes Review Proceedings

On or around September 28, 2020, Thorne Research, Inc. (Thorne) provided notice to ChromaDex that it intended to terminate its March 25, 2019 Supply Agreement and subsequent amendments with ChromaDex, effective as of December 31, 2020. A discussion between ChromaDex and Thorne followed, and Thorne asserted that it could challenge the ‘086 Patent in an inter partes review (IPR) proceeding on the basis of prior art, but would be willing to enter into a mutual existence agreement that would permit Thorne to source NR from a third party. Thorne did not offer substantive information supporting a prior art claim or about the nature of the threatened IPR.

On December 1, 2020, Thorne filed a petition for IPR of the ‘086 Patent. Dartmouth’s preliminary response to the petition was filed on March 15, 2021. On June 10, 2021, the Patent Trial and Appeal Board (PTAB) issued a decision instituting an IPR on the ‘086 Patent. On September 21, 2021, Dartmouth filed its Patent Owner Response. On December 21, 2021, Thorne filed its reply. Oral argument was held on March 15, 2022. A final written decision has not yet been rendered.

On February 1, 2021, Thorne filed a petition for IPR of the ‘807 Patent. Dartmouth’s preliminary response to the petition was filed on May 18, 2021. On August 12, 2021, the Patent Trial and Appeal Board (PTAB) issued a decision instituting an IPR on the ‘807 Patent. On November 9, 2021, Dartmouth filed its Patent Owner Response. On February 15, 2022, Thorne filed its reply. Oral argument will be held on May 17, 2022.

(B) Southern District of New York – Patent Infringement Action

On May 12, 2021, ChromaDex and Trustees of Dartmouth College filed a patent infringement complaint in the United States District Court for the Southern District of New York. The complaint alleges that certain of Thorne’s dietary supplements containing isolated NR infringe the ‘807 and ‘086 Patents, which claim compositions containing isolated nicotinamide riboside and are held by Dartmouth and licensed exclusively to ChromaDex On July 6, 2021, Thorne filed an answer and counterclaims to the complaint. The answer asserts various affirmative defenses and denies that Plaintiffs are entitled to any relief. The counterclaims seek declaratory judgment of patent invalidity for the ‘807 and ‘086 Patents. On July 8, 2021, the parties filed a proposed stipulation and order staying the matter pending issuance of the institution decision in the ‘807 Patent IPR. On July 9, 2021, the Court granted the stipulation and order to stay. On August 19, 2021, the parties filed a proposed stipulation and order staying the matter pending issuance of final written decisions in the IPRs. On August 20, 2021, the Court granted the stipulation and order to stay.

3. Erica Martinez

(A) California Action

On October 1, 2021, Erica Martinez, a former employee of ChromaDex, filed a complaint in the Orange County Superior Court alleging claims against ChromaDex for: (1) disability discrimination, (2) failure to accommodate a disability, (3) failure to engage in the interactive process, (4) retaliation for taking California Family Rights Act leave, and (5) failure to prevent discrimination and harassment. Martinez’s allegations are based primarily upon Martinez’s claim that her son was allegedly diagnosed with Autism Spectrum Disorder in or around July 17, 2019, and ChromaDex allegedly retaliated against, and ultimately terminated, her for taking time off to care for her son and attend his doctors’ appointments. ChromaDex has not been served with the Summons and Complaint. The parties have settled this matter and the request for dismissal, with prejudice, of Martinez’s claims was entered on January 25, 2022.

4. Lynda Power

(A) Florida Action

On April 18, 2022, Lynda Power, a citizen of the state of Florida, filed a complaint in the United States District Court for the Middle District of Florida, Orlando Division alleging claims against ChromaDex for (1) product liability (2) personal injury (3) strict liability and (4) negligence. Power's allegations are based primarily upon Power's claim that she suffered an adverse event after consuming the Company’s products. As of May 12, 2022, the Company has not been served with the Summons and Complaint. The Company believes these claims are without merit, will aggressively defend itself, and does not anticipate that the ultimate resolution of this matter will be material to the Company’s operations, financial condition or cash flows.

5. Other

(A) Rejuvenation Therapeutics

On September 15, 2020, the Company received a letter from a customer, Rejuvenation Therapeutics Corp. (Rejuvenation), and has received subsequent correspondence, requesting a full refund of approximately $1.6 million of Niagen® it purchased, alleging breaches of the supply agreement between the parties. As of March 31, 2022, the Company has recorded a return liability of approximately $0.5 million, which the Company offered to settle in good faith. On May 13, 2021, Rejuvenation filed a complaint in the Superior Court of the State of California, County of Orange, asserting causes of action for Concealment and Negligent Misrepresentation. On July 20, 2021, Rejuvenation filed an amended complaint adding a claim for Declaratory Relief. The Company filed a demurrer on September 3, 2021. On February 1, 2022, the Court sustained ChromaDex’s demurrer in its entirety with leave to amend as to the claims for Concealment and Negligent Misrepresentation, and without leave to amend as to the claim for Declaratory Relief. On February 16, 2022, Rejuvenation filed a Second Amended Complaint, asserting causes of action for Fraud and Negligent Misrepresentation. The Company believes these claims are without merit and will aggressively defend itself if a reasonable settlement cannot be reached. The Company does not anticipate that the ultimate resolution of this matter will be material to the Company’s operations, financial condition or cash flows.

6. Contingencies

(A) In September 2019, the Company received a letter from a licensor stating that the Company owed the licensor $1.6 million plus interest for sublicense fees as a result of the Company entering into a supply agreement with a customer. After reviewing the relevant facts and circumstances, the Company believes that the Company does not owe any sublicense fees to the licensor and has corresponded with the licensor to resolve the matter. The Company does not believe that the ultimate resolution of this matter will be material to the Company’s results of operations, financial condition or cash flows.

(B) On November 17, 2020, the Company received a warning letter (the Letter) from the United States Food and Drug Administration (FDA) and Federal Trade Commission (FTC). The Letter references statements issued by the Company relating to preclinical and clinical research results involving nicotinamide riboside and COVID-19. The statements were included in press releases and referenced in social media posts.

On November 18, 2020, the Company provided a response to the Letter stating that the Company disagrees with the assertion in the Letter that the Company’s products are intended to mitigate, prevent, treat, diagnose or cure COVID-19 in violation of certain sections of the Federal Food, Drug, and Cosmetic Act or that they were unsubstantiated under the FTC Act, but rather accurately reflected the  state of the science and the results of scientific research. Nonetheless, the Company also responded that it had deleted social media references to the studies and removed related press releases from its website.

On April 30, 2021, the Company received an additional warning letter (the Second Letter) from only the FTC.  The Second Letter references the original Letter, and cites additional statements issued by the Company and certain officers and advisors of the Company relating to nicotinamide riboside and scientific studies related to COVID-19.  The Second Letter asserts that such statements contain coronavirus-related prevention or treatment claims and are deceptive in violation of the Federal Trade Commission Act.

On May 4, 2021, the Company provided a response to the Second Letter stating that it had removed the social posts from its accounts identified in the Second Letter and requested that third parties remove the post from their accounts that were identified in the Second Letter. The Company stated that the press release identified in the Second Letter is appropriate and not a deceptive act or practice under applicable law. The Company affirmed its belief in the need to accurately report on the scientific results of its studies to its investors and welcomed the opportunity to discuss its research and development program with the FTC and receive guidance on future releases.

The Company does not believe that the ultimate resolution of this matter will be material to the Company’s results of operations, financial condition or cash flows.

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Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated subsequent events through the filing date of this Form 10-Q with the SEC, to ensure that this filing includes all appropriate footnote disclosure of events both recognized in the financial statements as of March 31, 2022, and events which occurred subsequently but were not recognized in the financial statements. There were no subsequent events which required recognition, adjustment to or disclosure in the financial statements.

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Basis of Presentation and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “GAAP”) for interim financial information and the instructions to Form 10-Q and Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the interim condensed consolidated financial statements include all adjustments (including normal recurring adjustments) necessary for a fair presentation of the financial condition, results of operations and cash flows for such periods. Results of operations for any interim period are not necessarily indicative of results for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2021 Annual Report on Form 10-K filed with the SEC.
Basis of Consolidation	Basis of Consolidation: The accompanying unaudited condensed financial statements and notes thereto have been prepared on a consolidated basis and reflect the consolidated financial position of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated from these financial statements.
Reclassifications	Reclassifications: Certain prior period results have been reclassified to be consistent with the current period presentation.
Recent Accounting Pronouncements	Recent Accounting Pronouncements: In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard’s main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope. The new guidance represents significant changes to accounting for credit losses: (i) full lifetime expected credit losses will be recognized upon initial recognition of an asset in scope; (ii) the current incurred loss impairment model that recognizes losses when a probable threshold is met will be replaced with the expected credit loss impairment method without recognition threshold; and (iii) the expected credit losses estimate will be based upon historical information, current conditions, and reasonable and supportable forecasts. ASU 2016-13 introduces two distinctive credit loss impairment models: (i) current expected credit loss impairment model (Subtopic 326-20) applicable to financial assets measured at amortized cost; and (ii) available-for-sale debt securities impairment model (Subtopic 326-30). ASU 2016-13 is effective for public entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Public entities that qualify as a smaller reporting company can elect to defer compliance effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements.

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Earnings Per Share Applicable to Common Stockholders (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share

The following table sets forth the computations of earnings per share amounts applicable to common stockholders for the three months ended March 31, 2022 and 2021:

	Three Months Ended March 31,
(In thousands, except per share data)	2022		2021
Net loss	$	(7,740)	$	(7,381)
Basic and diluted loss per common share	$	(0.11)	$	(0.12)
Basic and diluted weighted average common shares outstanding (1):	68,314		64,164
Potentially dilutive securities (2):
Stock options	11,954		11,466
Restricted stock units	356		—

(1) Includes approximately 0.2 million nonvested shares of restricted stock for the three months ended March 31, 2022 and 2021 which are participating securities that feature voting and dividend rights.

(2) Excluded from the computation of loss per share as their impact is antidilutive.

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Business Segments (Tables)

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Schedule of Segment Financial Information

The following tables set forth financial information by segment:

Three months ended March 31, 2022	Consumer Products segment		Ingredients segment		Analytical Reference Standards and Services segment		Corporate and other		Total
(In thousands)
Net sales	$	14,937	$	1,427	$	895	$	—	$	17,259
Cost of sales	5,252		722		753		—		6,727
Gross profit	9,685		705		142		—		10,532
Operating expenses:
Sales and marketing	8,074		24		139		—		8,237
Research and development	1,002		76		—		—		1,078
General and administrative	—		—		—		8,949		8,949
Operating expenses	9,076		100		139		8,949		18,264
Operating income (loss)	$	609	$	605	$	3	$	(8,949)	$	(7,732)

Three months ended March 31, 2021	Consumer Products segment		Ingredients segment		Analytical Reference Standards and Services segment		Corporate and other		Total
(In thousands)
Net sales	$	12,437	$	1,315	$	931	$	—	$	14,683
Cost of sales	4,203		563		683		—		5,449
Gross profit	8,234		752		248		—		9,234
Operating expenses:
Sales and marketing	6,111		10		137		—		6,258
Research and development	718		69		—		—		787
General and administrative	—		—		—		9,551		9,551
Operating expenses	6,829		79		137		9,551		16,596
Operating income (loss)	$	1,405	$	673	$	111	$	(9,551)	$	(7,362)

Schedule of Disaggregation of Revenue

Disaggregated revenues are as follows:

Three Months Ended March 31, 2022	Consumer Products Segment		Ingredients Segment		Analytical Reference Standards and Services Segment		Total
(In thousands)
Tru Niagen®, Consumer Product	$	14,937	$	—	$	—	$	14,937
Niagen® Ingredient	—		1,131		—		1,131
Subtotal Niagen® Related	$	14,937	$	1,131	$	—	$	16,068
Other Ingredients	—		296		—		296
Reference Standards	—		—		883		883
Consulting and Other	—		—		12		12
Subtotal Other Goods and Services	$	—	$	296	$	895	$	1,191
Total Net Sales	$	14,937	$	1,427	$	895	$	17,259

Three Months Ended March 31, 2021	Consumer Products Segment		Ingredients Segment		Analytical Reference Standards and Services Segment		Total
(In thousands)
Tru Niagen®, Consumer Product	$	12,437	$	—	$	—	$	12,437
Niagen® Ingredient	—		1,203		—		1,203
Subtotal Niagen® Related	$	12,437	$	1,203	$	—	$	13,640
Other Ingredients	—		112		—		112
Reference Standards	—		—		800		800
Consulting and Other	—		—		131		131
Subtotal Other Goods and Services	$	—	$	112	$	931	$	1,043
Total Net Sales	$	12,437	$	1,315	$	931	$	14,683

Schedule of Major Customers

Percentage of net sales from major customers of the Company’s consumer products segment for the periods indicated were as follows:

	Three Months Ended March 31,
Major Customers	2022		2021
A.S. Watson Group - Related Party	14.8	%	10.6	%

The percentage of the amounts due from major customers to total trade receivables, net for the periods indicated were as follows:

Major Customers	At Mar 31, 2022		At Dec 31, 2021
A.S. Watson Group - Related Party	36.5	%	39.6	%
Persona	10.1	%	10.3	%
Life Extension	*		22.1	%
Amazon Marketplaces	15.0	%	*

* Represents less than 10%

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Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2022

Related Party Transactions [Abstract]

Schedule of Sale of Consumer Products to Related Parties

The sale of consumer products and corresponding trade receivables to related parties during the periods indicated are as follows:

	Net Sales				Trade Receivable as of
	Three Months Ended March 31,				March 31,		December 31,
	2022		2021		2022		2021
A.S. Watson Group - Related Party	$2.6	million	$1.6	million	$2.3	million	$2.1	million
Total	$2.6	million	$1.6	million	$2.3	million	$2.1	million

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Inventories (Tables)

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory

The Company's major classes of inventory and corresponding balances as of March 31, 2022 and December 31, 2021 are as follows:

(In thousands)	Mar 31, 2022		Dec 31, 2021
Consumer Products - Finished Goods	$	7,383	$	6,823
Consumer Products - Work in Process	4,323		4,131
Bulk ingredients	3,071		2,131
Reference standards	530		516
Total Inventory	$	15,307	$	13,601

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Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Schedule of Operating Lease Expense

For the three months ended March 31, 2022 and 2021, the components of operating lease expense are as follows:

	Three Months Ended March 31,
(In thousands)	2022		2021
Operating leases
Operating lease expense	$	256	$	154
Variable lease expense	40		40
Operating lease expense	296		194
Short-term lease rent expense	64		62
Total expense	$	360	$	256

Schedule of Operating Lease Additional Information

	At March 31, 2022
Weighted-average remaining lease term (years), operating leases	5.0
Weighted-average discount rate, operating leases	5.8	%

Schedule of Future Minimum Lease Payments Under Operating Leases

Future minimum lease payments under operating leases as of March 31, 2022 are as follows:

Year	(In thousands)
2022 (Remainder)	$	620
2023	949
2024	1,159
2025	1,141
2026	906
2027	498
Thereafter	179
Total	5,452
Less present value discount	(809)
Present value of total operating lease liabilities	4,643
Less current portion	(630)
Long-term obligations under operating leases	$	4,013

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Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Schedule of Weighted Average Assumptions for Options Granted

The Company used the following weighted average assumptions for options granted during the three months ended March 31, 2022:

Weighted Average:	Three Months Ended March 31, 2022
Expected term	5.7 years
Expected volatility	76.5	%
Risk-free rate	1.9	%
Expected dividends	—	%

Schedule of Service Based Stock Options Activity

The following table summarizes activity of service period-based stock options during the three months ended March 31, 2022:

		Weighted Average
(In thousands except per-share data and remaining contractual term)	Number of Options	Exercise Price		Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2021	9,495	$	4.65	6.5	$	2,452
Options Granted	1,745	2.69
Options Exercised	—	—			—
Options Forfeited	(326)	4.83
Outstanding at March 31, 2022	10,914	$	4.33	6.5	$	95	*
Exercisable at March 31, 2022	7,261	$	3.93	5.0	$	95	*

*The aggregate intrinsic values in the table above are based on the Company’s stock price of $2.46, which is the closing price of the Company’s stock on the last day of business for the period ended March 31, 2022.

Schedule of Restricted Stock Units Awards Activity

The following table summarizes activity of restricted stock units during the three months ended March 31, 2022:

(In thousands except per share fair value)	Number of RSUs	Weighted Average Fair Value
Unvested shares at December 31, 2021	115	$	10.21
Granted	272	2.66
Vested	(23)	11.83
Forfeited	(8)	11.83
Unvested shares at March 31, 2022	356	$	4.28
Expected to vest at March 31, 2022	356	$	4.28

Schedule of Share-Based Compensation

Total share-based compensation expense was as follows:

	Three Months Ended March 31,
(In thousands)	2022		2021
Share-based compensation expense
Cost of sales	$	57	$	40
Sales and marketing	321		388
Research and development	225		138
General and administrative	1,285		718
Total	$	1,888	$	1,284

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Liquidity (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2020	Jun. 12, 2020
Subsidiary, Sale of Stock [Line Items]
Net loss	$ 7,740	$ 7,381
Net cash used in operating activities	7,198	5,405
Cash and cash equivalents	20,993		$ 28,219
Restricted cash	200	$ 200	$ 200	$ 200
Shelf registration
Subsidiary, Sale of Stock [Line Items]
Sale of securities, authorized amount					$ 125,000
ATM Facility
Subsidiary, Sale of Stock [Line Items]
Sale of securities, authorized amount						$ 50,000
Amount remaining	47,800
Western Alliance Bank
Subsidiary, Sale of Stock [Line Items]
Line of credit maximum amount	$ 10,000

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Earnings Per Share Applicable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net loss	$ (7,740)	$ (7,381)
Basic loss per common share (in dollars per share)	$ (0.11)	$ (0.12)
Diluted loss per common share (in dollars per share)	$ (0.11)	$ (0.12)
Basic weighted average common shares outstanding (in shares)	68,314	64,164
Diluted weighted average common shares outstanding (in shares)	68,314	64,164
Potentially dilutive securities:
Restricted stock units	356	0
Nonvested shares of restricted stock	200	200
Stock option
Potentially dilutive securities:
Stock options	11,954	11,466

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Business Segments - Segment Financial Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) reportable_segment	Mar. 31, 2021 USD ($)
Segment Reporting [Abstract]
Number of reportable segments | reportable_segment	3
Segment Reporting Information [Line Items]
Net sales	$ 17,259	$ 14,683
Cost of sales	6,727	5,449
Gross profit	10,532	9,234
Operating expenses:
Sales and marketing	8,237	6,258
Research and development	1,078	787
General and administrative	8,949	9,551
Total operating expenses	18,264	16,596
Operating loss	(7,732)	(7,362)
Corporate and other
Segment Reporting Information [Line Items]
Net sales	0	0
Cost of sales	0	0
Gross profit	0	0
Operating expenses:
Sales and marketing	0	0
Research and development	0	0
General and administrative	8,949	9,551
Total operating expenses	8,949	9,551
Operating loss	(8,949)	(9,551)
Consumer Products segment
Segment Reporting Information [Line Items]
Net sales	14,937	12,437
Consumer Products segment | Operating Segments
Segment Reporting Information [Line Items]
Net sales	14,937	12,437
Cost of sales	5,252	4,203
Gross profit	9,685	8,234
Operating expenses:
Sales and marketing	8,074	6,111
Research and development	1,002	718
General and administrative	0	0
Total operating expenses	9,076	6,829
Operating loss	609	1,405
Ingredients segment
Segment Reporting Information [Line Items]
Net sales	1,427	1,315
Ingredients segment | Operating Segments
Segment Reporting Information [Line Items]
Net sales	1,427	1,315
Cost of sales	722	563
Gross profit	705	752
Operating expenses:
Sales and marketing	24	10
Research and development	76	69
General and administrative	0	0
Total operating expenses	100	79
Operating loss	605	673
Analytical Reference Standards and Services segment
Segment Reporting Information [Line Items]
Net sales	895	931
Analytical Reference Standards and Services segment | Operating Segments
Segment Reporting Information [Line Items]
Net sales	895	931
Cost of sales	753	683
Gross profit	142	248
Operating expenses:
Sales and marketing	139	137
Research and development	0	0
General and administrative	0	0
Total operating expenses	139	137
Operating loss	$ 3	$ 111

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Business Segments - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Net sales	$ 17,259	$ 14,683
Subtotal Niagen® Related
Disaggregation of Revenue [Line Items]
Net sales	16,068	13,640
Tru Niagen®, Consumer Product
Disaggregation of Revenue [Line Items]
Net sales	14,937	12,437
Niagen® Ingredient
Disaggregation of Revenue [Line Items]
Net sales	1,131	1,203
Subtotal Other Goods and Services
Disaggregation of Revenue [Line Items]
Net sales	1,191	1,043
Other Ingredients
Disaggregation of Revenue [Line Items]
Net sales	296	112
Reference Standards
Disaggregation of Revenue [Line Items]
Net sales	883	800
Consulting and Other
Disaggregation of Revenue [Line Items]
Net sales	12	131
Consumer Products segment
Disaggregation of Revenue [Line Items]
Net sales	14,937	12,437
Consumer Products segment | Subtotal Niagen® Related
Disaggregation of Revenue [Line Items]
Net sales	14,937	12,437
Consumer Products segment | Tru Niagen®, Consumer Product
Disaggregation of Revenue [Line Items]
Net sales	14,937	12,437
Consumer Products segment | Niagen® Ingredient
Disaggregation of Revenue [Line Items]
Net sales	0	0
Consumer Products segment | Subtotal Other Goods and Services
Disaggregation of Revenue [Line Items]
Net sales	0	0
Consumer Products segment | Other Ingredients
Disaggregation of Revenue [Line Items]
Net sales	0	0
Consumer Products segment | Reference Standards
Disaggregation of Revenue [Line Items]
Net sales	0	0
Consumer Products segment | Consulting and Other
Disaggregation of Revenue [Line Items]
Net sales	0	0
Ingredients segment
Disaggregation of Revenue [Line Items]
Net sales	1,427	1,315
Ingredients segment | Subtotal Niagen® Related
Disaggregation of Revenue [Line Items]
Net sales	1,131	1,203
Ingredients segment | Tru Niagen®, Consumer Product
Disaggregation of Revenue [Line Items]
Net sales	0	0
Ingredients segment | Niagen® Ingredient
Disaggregation of Revenue [Line Items]
Net sales	1,131	1,203
Ingredients segment | Subtotal Other Goods and Services
Disaggregation of Revenue [Line Items]
Net sales	296	112
Ingredients segment | Other Ingredients
Disaggregation of Revenue [Line Items]
Net sales	296	112
Ingredients segment | Reference Standards
Disaggregation of Revenue [Line Items]
Net sales	0	0
Ingredients segment | Consulting and Other
Disaggregation of Revenue [Line Items]
Net sales	0	0
Analytical Reference Standards and Services segment
Disaggregation of Revenue [Line Items]
Net sales	895	931
Analytical Reference Standards and Services segment | Subtotal Niagen® Related
Disaggregation of Revenue [Line Items]
Net sales	0	0
Analytical Reference Standards and Services segment | Tru Niagen®, Consumer Product
Disaggregation of Revenue [Line Items]
Net sales	0	0
Analytical Reference Standards and Services segment | Niagen® Ingredient
Disaggregation of Revenue [Line Items]
Net sales	0	0
Analytical Reference Standards and Services segment | Subtotal Other Goods and Services
Disaggregation of Revenue [Line Items]
Net sales	895	931
Analytical Reference Standards and Services segment | Other Ingredients
Disaggregation of Revenue [Line Items]
Net sales	0	0
Analytical Reference Standards and Services segment | Reference Standards
Disaggregation of Revenue [Line Items]
Net sales	883	800
Analytical Reference Standards and Services segment | Consulting and Other
Disaggregation of Revenue [Line Items]
Net sales	$ 12	$ 131

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Business Segments - Major Customers (Details) - Customer Concentration Risk	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
A.S. Watson Group - Related Party | Affiliated Entity | Trade receivables
Concentration Risk [Line Items]
Concentration risk, percentage	36.50%		39.60%
A.S. Watson Group - Related Party | Affiliated Entity | Consumer Products segment | Net sales
Concentration Risk [Line Items]
Concentration risk, percentage	14.80%	10.60%
Persona | Trade receivables
Concentration Risk [Line Items]
Concentration risk, percentage	10.10%		10.30%
Life Extension | Trade receivables
Concentration Risk [Line Items]
Concentration risk, percentage			22.10%
Amazon Marketplaces | Trade receivables
Concentration Risk [Line Items]
Concentration risk, percentage	15.00%

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Related Party Transactions (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) party	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Related Party Transaction [Line Items]
Net Sales	$ 2.6	$ 1.6
Trade Receivable	$ 2.3		$ 2.1
Affiliated Entity
Related Party Transaction [Line Items]
Number of related parties | party	2
Affiliated Entity | A.S. Watson Group - Related Party
Related Party Transaction [Line Items]
Net Sales	$ 2.6	$ 1.6
Trade Receivable	$ 2.3		$ 2.1

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Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Consumer Products - Finished Goods	$ 7,383	$ 6,823
Consumer Products - Work in Process	4,323	4,131
Bulk ingredients	3,071	2,131
Reference standards	530	516
Inventories	$ 15,307	$ 13,601

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Leases - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease ROU assets	$ 4,053	$ 4,352
Operating lease liabilities	$ 4,643

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Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Operating lease expense	$ 256	$ 154
Variable lease expense	40	40
Operating lease expense	296	194
Short-term lease rent expense	64	62
Total expense	$ 360	$ 256

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Leases - Operating Lease Additional Information (Details)	Mar. 31, 2022
Leases [Abstract]
Weighted-average remaining lease term (years), operating leases	5 years
Weighted-average discount rate, operating leases	5.80%

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Leases - Future Minimum Lease Payments Under Operating Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
2022 (Remainder)	$ 620
2023	949
2024	1,159
2025	1,141
2026	906
2027	498
Thereafter	179
Total	5,452
Less present value discount	(809)
Present value of total operating lease liabilities	4,643
Less current portion	(630)	$ (528)
Long-term obligations under operating leases	$ 4,013	$ 4,154

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Share-Based Compensation - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense related to non-vested stock options | $	$ 10.1
Tranche one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Vesting percentage	33.33%
Tranche two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	2 years
Vesting percentage	66.67%
2017 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of shares allowable under the plan, new shares (in shares)	14,500,000
Issuance of shares allowable under the plan, unallocated shares remaining (in shares)	384,000
Issuance of shares allowable under the plan, inducement award (in shares)	500,000
Shares available for issuance (in shares)	3,100,000
Option or stock appreciation right | 2017 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reduction in shares available under the plan (in shares)	1
Full-value award | 2017 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reduction in shares available under the plan (in shares)	1.5
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period to recognize compensation expense	2 years 1 month 6 days
Options | 2017 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period	10 years
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense related to non-vested restricted stock units | $	$ 1.4
Period to recognize compensation expense	2 years 6 months

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Share-Based Compensation - Weighted Average Assumptions for options granted (Details)	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Expected term	5 years 8 months 12 days
Expected volatility	76.50%
Risk-free rate	1.90%
Expected dividends	0.00%

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Share-Based Compensation - Activity of Service Period Based Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Stock Option Activity, Additional Disclosures
Share price (in dollars per share)	$ 2.46
Service period based stock options
Number of Options
Options Outstanding Beginning Balance (in shares)	9,495
Options Granted (in shares)	1,745
Options Exercised (in shares)	0
Options Forfeited (in shares)	(326)
Options Outstanding Ending Balance (in shares)	10,914	9,495
Weighted Average Exercise Price
Options Outstanding Beginning Balance (in dollars per share)	$ 4.65
Options Granted (in dollars per share)	2.69
Options Exercised (in dollars per share)	0
Options Forfeited (in dollars per share)	4.83
Options Outstanding Ending Balance (in dollars per share)	$ 4.33	$ 4.65
Stock Option Activity, Additional Disclosures
Options Exercisable (in shares)	7,261
Weighted Average Exercise Price, Options Exercisable (in dollars per share)	$ 3.93
Weighted Average Remaining Contractual Term, Options Outstanding	6 years 6 months	6 years 6 months
Weighted Average Remaining Contractual Term, Options Exercisable	5 years
Aggregate Intrinsic Value, Options Outstanding	$ 95	$ 2,452
Aggregate Intrinsic Value, Options Exercisable	$ 95

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Share-Based Compensation - Activity of Restricted Stock Unit Awards (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Number of RSUs
Unvested shares beginning balance (in shares) | shares	115
Granted (in shares) | shares	272
Vested (in shares) | shares	(23)
Forfeited (in shares) | shares	(8)
Unvested shares ending balance (in shares) | shares	356
Number of RSUs, Expected to vest (in shares) | shares	356
Weighted Average Fair Value
Unvested shares beginning balance (in dollars per share) | $ / shares	$ 10.21
Granted (in dollars per share) | $ / shares	2.66
Vested (in dollars per share) | $ / shares	11.83
Forfeited (in dollars per share) | $ / shares	11.83
Unvested shares ending balance (in dollars per share) | $ / shares	4.28
Weighted Average Fair Value, Expected to vest (in dollars per share) | $ / shares	$ 4.28

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Share-Based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 1,888	$ 1,284
Cost of sales
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	57	40
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	321	388
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	225	138
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 1,285	$ 718

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Commitments and Contingencies (Details) - USD ($)	Sep. 27, 2021	Sep. 15, 2020	Aug. 16, 2019	Mar. 31, 2022	Sep. 30, 2019
Loss Contingencies [Line Items]
Accounts receivable from securitization					$ 1,600,000
California Action
Loss Contingencies [Line Items]
Damages sought, avoided costs			$ 110,000
Damages sought, disgorgement of resale profits			8,300,000
Damages sought, price discount			600,000
Damages sought, compensation			$ 684,781
California Action | Breach of Supply Agreement
Loss Contingencies [Line Items]
Damages awarded	$ 3,000,000
California Action | Breach of Supply Agreement | Elysium Health, LLC
Loss Contingencies [Line Items]
Damages awarded	625,000
California Action | Breach of Confidentiality Agreement
Loss Contingencies [Line Items]
Damages awarded	17,307
California Action | Fraudulent Inducement of the Licensing Agreement | Elysium Health, LLC
Loss Contingencies [Line Items]
Damages awarded	250,000
California Action | Punitive Damages | Elysium Health, LLC
Loss Contingencies [Line Items]
Damages awarded	$ 1,025,000
Rejuvenation Therapeutics
Loss Contingencies [Line Items]
Damages sought		$ 1,600,000
Return liability				$ 500,000