0001386570FALSE00013865702023-12-082023-12-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 8, 2023
CHROMADEX CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-37752 | | 26-2940963 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
10900 Wilshire Blvd. Suite 600, Los Angeles, California 90024
(Address of principal executive offices, including zip code)
(310) 388-6706
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.001 per share | CDXC | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On December 8, 2023, ChromaDex Corporation (the “Company”), and the Company’s wholly owned subsidiaries, ChromaDex, Inc., a California corporation, and ChromaDex Analytics, Inc., a Nevada corporation (together with the Company, the “Borrowers”) entered into an amendment (the “Amendment”) to the business financing agreement (as amended, the “Credit Agreement”) dated November 1, 2019 among the Borrowers and Western Alliance Bank (the “Lender”).
The Credit Agreement provides for a revolving credit line of up to $10.0 million. The Amendment extended the maturity date of the revolving credit line under the Credit Agreement to November 12, 2025 and also increased the interest rate to be calculated at a floating rate per month equal to (a) the greater of (i) 8.25% per year (instead of 3.25% per year) or (ii) the Prime Rate published in the Money Rates section of the Western Edition of The Wall Street Journal, or such other rate of interest publicly announced by the Lender as its Prime Rate, plus (b) 1.00%, plus an additional 5.00% during any period that an event of default has occurred and is continuing. There are no amounts outstanding under the Credit Agreement, as amended, as of the date of this Current Report on Form 8-K. The maturity date of the Credit Agreement had previously been extended to December 12, 2023 pursuant to the amendment attached hereto as Exhibit 10.1.
In addition, the Amendment amends certain financial covenants, including (a) the amount of the Borrowers’ cash maintained at Lender (b) revising how quick ratio is calculated for purposes of the quick ratio covenant, and (c) Borrowers’ minimum liquidity requirements.
The foregoing is only a summary of the material terms of the Amendment, and does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.2 hereto.
Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is hereby incorporated by reference into Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| CHROMADEX CORPORATION |
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Dated: December 13, 2023 | By: | /s/ BRIANNA L. GERBER |
| | Brianna L. Gerber |
| | Chief Financial Officer |
| | (principal financial officer and duly authorized on behalf of the registrant) |