8-K

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): February 12, 2018

CHROMADEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-37752	26-2940963
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10005 Muirlands Boulevard, Suite G, Irvine, California, 92618

(Address of principal executive offices, including zip code)

(949) 419-0288

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-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 Section13(a)of the Exchange Act.☐

Item 2.02

Results of Operations and Financial Condition.

On February 12, 2018, ChromaDex Corporation issued a press release announcing its expected, unaudited revenue and operating loss for the fourth quarter ended December 30, 2017 and year ended December 30, 2017. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Item 2.02 and the exhibit hereto are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated February 12, 2018

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.

	CHROMADEX CORPORATION
Dated: February 12, 2018
	By:	/s/ Frank L. Jaksch, Jr.
		Name: Frank L. Jaksch, Jr.
		Chief Executive Officer

EX-99.1

Exhibit 99.1

CHROMADEX CORPORATION REPORTS PRELIMINARY 2017 RESULTS

  - Fourth Quarter 2017 Net Revenues Expected to Increase by 69% to Approximately $7.5 Million -

Irvine, CA – February 12, 2018 - ChromaDex Corporation (NASDAQ: CDXC), a science-based, integrated nutraceutical company devoted to pioneering technologies that improve the way people age, is providing selected preliminary fourth quarter and full year 2017 results.

Based on preliminary unaudited information, ChromaDex expects to report net revenues for the fourth quarter of 2017 of approximately $7.5 million, up 69% compared to $4.5 million from continuing operations in the fourth quarter of 2016. The increase in fourth quarter revenues was driven by growth in sales of TRU NIAGEN®. For the full year 2017, net revenues are expected to be approximately $21.2 million from continuing operations, down 2% compared to $21.7 million in 2016 as the Company shifted to an integrated global, consumer facing nutraceutical company.

An operating loss for the fourth quarter of 2017 is expected to be in a range of $8.5 million to $9.5 million, compared to a loss of $2.2 million from continuing operations in the fourth quarter of 2016. For the full year 2017, the operating loss from continuing operations is expected to be in a range of $16 million to $17 million, compared to a loss of $2.9 million in 2016. The higher losses in the fourth quarter and full year were the result of the strategic decision to invest ahead of growth in marketing expenditures, as well as higher legal costs associated with ongoing litigation and higher stock-based compensation expense.

Following the strategic shift of the Company, the Company made significant progress in 2017, ChromaDex:

✓

Increased TRU NIAGEN brand revenue to a majority of total NIAGEN related revenues in the second half of the year;

✓

Continued the international expansion of the TRU NIAGEN brand with the successful launch in Hong Kong and Macau in 2017, followed by a first quarter 2018 launch in Singapore;

✓

Sold the laboratory business in 2017 for $7.5 million;

✓

Raised $48 Million from strategic investors, including an affiliate of Mr. Li Ka-Shing, and high-profile venture capitalists;

✓

Strengthened the management team, scientific advisory board, and board of directors, and;

✓

Continued to build the science with 11 publications on NIAGEN.

“We expected to see our new business model accelerate growth in revenues and gross profits, and this is exactly what we saw in the fourth quarter,” said Frank Jaksch, Jr., CEO and co-founder of ChromaDex. “We look forward to continued validation of our science in the coming months and years.”

Rob Fried, President and Chief Operating Officer of ChromaDex commented: “Our revenue continued to exceed our expectations led by TRU NIAGEN. We continue to believe in the global opportunity to expand the TRU NIAGEN brand, and we expect TRU NIAGEN to continue to grow significantly in 2018."

Important Note on Forward Looking Statements and 2017 Preliminary Estimates:

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include statements regarding the Company’s fourth quarter and full year 2017 financial results, continued growth in revenue and gross profits and continued validation of our science. The financial information included herein for the fourth quarter and full year 2017 are preliminary, unaudited estimates and may change materially, including as a result of the finalization of financial statements for the Company’s fourth quarter and full year ended December 30, 2017, completion of the Company’s audit by the Company’s independent registered public accounting firm and other factors and adjustments related to the Company’s financial reporting process. Other risks that contribute to the uncertain nature of the forward-looking statements are reported in our most recent Forms 10-Q and 10-K as filed with the SEC. There can be no assurance that our final results for the year will not differ from these estimates and that such changes will not be material; accordingly, these statements should not be viewed or relied upon as a substitute for complete audited financial statements to be prepared in accordance with GAAP (Generally Accepted Accounting Principles) or as a measure of our actual performance. The Company’s final audited results for the fourth quarter and full year 2017 are expected to be released in early-March 2018. The Company will provide a reconciliation of non-GAAP measures to the related GAAP measure in such release.