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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR
15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): April 19,
2018
CHROMADEX CORPORATION
(Exact name of registrant as specified in its
charter)
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Delaware
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001-37752
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26-2940963
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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10005 Muirlands Boulevard, Suite G, Irvine, California,
92618
(Address
of principal executive offices, including zip code)
(949) 419-0288
(Registrant's telephone number, including area
code)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[
]Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[
]Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[
]Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[
]Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the
registrant is an emerging growth company as defined in
Rule 405 of the Securities
Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§240.12b-2 of
this chapter).
Emerging growth
company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On April 19, 2018, the Board of
Directors (the “Board”) of ChromaDex Corporation
(“ChromaDex”) unanimously approved a future transition of Frank
L. Jaksch whereby Mr. Jaksch will transition from his role as ChromaDex’s
Chief Executive Officer and principal executive officer, effective
as of the conclusion of ChromaDex’s 2018 Annual Meeting
of Stockholders expected to be held on June 22, 2018
(the “2018 Annual
Meeting”), and
instead serve as ChromaDex’s
Executive Chairman, contingent
and effective upon Mr. Jaksch’s re-election at the 2018
Annual Meeting. As Executive Chairman, Mr. Jaksch will
serve as Chairman of the Board and
will continue to serve as an employee and executive officer of
ChromaDex. Mr. Jaksch’s
Amended and Restated Employment Agreement, dated April 19, 2010,
shall continue to govern the terms of Mr. Jaksch’s
employment, subject to any future changes as approved by the Board
or the Compensation Committee of the Board (the “Compensation
Committee”).
Also on April 19, 2018, the Board appointed Kurt Gustafson as lead
independent director of the Board, contingent and effective upon Mr. Gustafson’s
re-election at the 2018 Annual
Meeting.
Also on April 19, 2018, the
Board unanimously approved a
future transition of Robert Fried whereby Mr. Fried will transition from his role as ChromaDex’s
President and Chief Operating Officer and instead serve as ChromaDex’s Chief Executive Officer
and principal executive
officer, each effective as of the conclusion of the 2018 Annual
Meeting.
Mr. Fried, age 58, has served as a director of ChromaDex since July
2015 and served as a member of the Nominating and Corporate
Governance Committee of the Board from July 2015 to March 2017. Mr.
Fried was appointed President and Chief Strategy Officer of
ChromaDex in March 2017 (which Chief Strategy Officer title
he held until March 2018) and also
became its Chief Operating Officer in January 2018. Mr. Fried
served as Chairman of the Board of Directors of IDI, Inc. (formerly
Tiger Media, Inc.), an information solutions provider focused on
the data fusion market and formerly a Chinese advertising company
prior to its merger with the parent company of Interactive Data,
LLC, from 2011 until June 2015. From 2007 through 2009, he was the
president, Chief Executive Officer and a director of Ideation
Acquisition Corporation, a special purpose acquisition company. Mr.
Fried is the founder and Chief Executive Officer of Feeln, a
subscription streaming video service, which was acquired by
Hallmark Cards Inc. in 2012. Since then, Mr. Fried manages digital
businesses for Hallmark including Feeln, Hallmark e-cards, and
Hallmark Print on Demand. Mr. Fried is also an Academy Award
winning motion picture producer whose credits include Rudy,
Collateral, Boondock Saints, So I Married an Axe Murderer,
Godzilla, and numerous others. From December 1994 until June 1996,
he was President and Chief Executive Officer of Savoy Pictures, a
unit of Savoy Pictures Entertainment, Inc., which was sold in 1996
to Silver King Communications, which is now a part of InterActive
Corp. Mr. Fried has also held several executive positions including
Executive Vice President in charge of Production for Columbia
Pictures, Director of Film Finance and Special Projects for
Columbia Pictures, and Director of Business Development at
Twentieth Century Fox. Mr. Fried holds an M.S. from Cornell
University and an M.B.A. from the Columbia University Graduate
School of Business.
As previously disclosed, Mr. Fried is a party to
an Executive Employment Agreement,
dated March 12, 2017, as amended on December 20, 2017
(the “Fried Employment
Agreement”), and ChromaDex’s standard indemnification
agreement for directors and executive officers. The Fried Employment Agreement shall continue to
govern the terms of Mr. Fried’s employment, subject to any
future changes as approved by the Board or the Compensation
Committee. Also as previously disclosed, on March 12, 2017,
ChromaDex acquired all of the outstanding equity interests of
Healthspan Research, LLC (“Healthspan”) pursuant to a
Membership Interest Purchase Agreement (the “Purchase
Agreement”) by and among (i) Mr. Fried, Jeffrey Allen and Dr.
Charles Brenner (the “Sellers”) and (ii) ChromaDex (the
“Acquisition”). Pursuant to the Purchase Agreement,
ChromaDex purchased all of the outstanding membership interests
from the Sellers. Upon the closing of, and as consideration for,
the Acquisition, ChromaDex issued an aggregate of 367,648
unregistered shares of ChromaDex’s common stock to the
Sellers, including 339,595 shares of ChromaDex’s common stock
issued to Mr. Fried, and, in cancellation of a loan owed by
Healthspan to Mr. Fried, paid $32,500 and $100,000 to Mr. Fried on March 12, 2017 and March 9,
2018,
respectively.
There are no arrangements or understandings between Mr. Fried and
any other persons pursuant to which he was selected as
ChromaDex’s Chief Executive Officer and there are also no
family relationships between Mr. Fried and any of ChromaDex’s
directors or executive officers.
On
April 23, 2018, ChromaDex issued a press release announcing the
future transitions of Mr. Jaksch from Chief Executive Officer to
Executive Chairman and Mr. Fried from President and Chief Operating
Officer to Chief Executive Officer. A copy of the press release is
attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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ExhibitNumber
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Description
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Press
Release dated April 23, 2018.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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CHROMADEX CORPORATION
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Dated: April 23,
2018
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By:
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/s/ Kevin
Farr
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Name: Kevin
Farr
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Chief Financial
Officer
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