cdxc424b3
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-238570
PROSPECTUS
1,225,490 Shares
Common Stock Offered by the Selling Stockholders
This
prospectus relates to the offer and resale by certain selling
stockholders from time to time of up to 1,225,490 shares of our common stock, par
value $0.001 per share (“Common Stock”).
The
selling stockholders may sell the shares of Common Stock described
in this prospectus in a number of different ways and at varying
prices. We provide more information about how the selling
stockholders may sell their shares of Common Stock in the section
entitled “Plan of
Distribution” on page 11.
The selling stockholders will bear all commissions and discounts,
if any, attributable to the sale or disposition of the shares, or
interests therein. We will bear all costs, expenses and fees in
connection with the registration of the shares. We will not be
paying any underwriting discounts or commissions in this
offering.
We are
not selling any shares of Common Stock under this prospectus and
will not receive any proceeds from the sale of the shares by the
selling stockholders.
Our
common stock is listed on The Nasdaq Capital Market under the
symbol “CDXC.” On May 29, 2020, the closing sale
price of our Common Stock on The Nasdaq Capital Market was $4.81
per share. You are urged to obtain current market quotations for
our Common Stock.
A
prospectus supplement may add, update, or change information
contained in this prospectus. You should carefully read this
prospectus, any applicable prospectus supplement, and the
information incorporated by reference in this prospectus and any
applicable prospectus supplement before you make your investment
decision.
INVESTING IN OUR COMMON STOCK
INVOLVES A HIGH DEGREE OF RISKS. YOU
SHOULD CAREFULLY READ AND CONSIDER THE SECTION ENTITLED “RISK
FACTORS” ON PAGE 6 AND THE RISK FACTORS INCLUDED IN OUR
PERIODIC REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
IN ANY APPLICABLE PROSPECTUS SUPPLEMENT AND IN ANY OTHER DOCUMENTS
WE FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION.
Neither
the Securities and Exchange Commission (the “SEC”) nor
any state securities commission has approved or disapproved of
these securities or passed upon the accuracy and adequacy of the
disclosures in this prospectus. Any representation to the contrary
is a criminal offense.
The date of this prospectus is June 1, 2020
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We urge
you to read carefully this prospectus, together with the
information incorporated herein by reference as described under the
heading “Where You Can
Find Additional Information,” before buying any of the securities
being offered.
You
should rely only on the information contained or incorporated by
reference in this prospectus and the applicable prospectus
supplement or in any amendment to this prospectus. Neither we nor
any selling stockholder has authorized anyone to provide you with
different information, and if anyone provides, or has provided you,
with different or inconsistent information, you should not rely on
it. The selling stockholders are offering to sell, and seeking
offers to buy, shares of our Common Stock, only in jurisdictions
where offers and sales are permitted. The information contained in
this prospectus, as well as the information filed previously with
the SEC, and incorporated herein by reference, is accurate only as
of the date of the document containing the information, regardless
of the time of delivery of this prospectus or any applicable
prospectus supplement or any sale of our Common Stock.
A
prospectus supplement may add to, update or change the information
contained in this prospectus. You should read both this prospectus
and any applicable prospectus supplement together with additional
information described below under the heading “Where You Can Find Additional
Information.”
In this
prospectus, references to “ChromaDex,” “registrant,” “we,” “us,” and “our” refer to ChromaDex Corporation. The
phrase “this
prospectus” refers to
this prospectus and any applicable prospectus supplement, unless
the context requires otherwise.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and any applicable prospectus supplement or free writing
prospectus, including the documents incorporated by reference
herein and therein, contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities
Act”), and Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements
relate to future events or to our future financial performance and
involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements to
be materially different from any future results, performances or
achievements expressed or implied by the forward-looking
statements. Forward-looking statements include, but are not limited
to statements about:
●
products
and services we may offer in the future;
●
the
outcome and impact of litigation;
●
the
timing and results of future regulatory filings;
●
the
timing and results of future clinical trials;
●
our
ability to collect from major customers;
●
our
sales and marketing strategy and capital outlook; and
●
our
estimates regarding our capital requirements, future expenses and
need for additional financing.
In some
cases, you can identify forward-looking statements by terms such as
“may,” “will,” “intend,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “continue,”
“likely,” and similar expressions (including their use
in the negative) intended to identify forward-looking statements.
These forward-looking statements reflect our current views with
respect to future events and are based on assumptions and subject
to risks and uncertainties. Given these risks and uncertainties,
you should not place undue reliance on these forward-looking
statements. We discuss many of these risks in greater detail under
the heading “Risk Factors” in our SEC filings, and may
provide additional information in any applicable prospectus
supplement. Also, these forward-looking statements represent our
estimates and assumptions only as of the date of the document
containing the applicable statement.
We
qualify all of the forward-looking statements in the foregoing
documents by these cautionary statements. Unless required by law,
we undertake no obligation to update or revise any forward-looking
statements to reflect new information or future events or
developments. Thus, you should not assume that our silence over
time means that actual events are bearing out as expressed or
implied in such forward-looking statements. Before deciding to
purchase our Common Stock, you should carefully consider the risk
factors incorporated by reference herein, in addition to the other
information set forth in this prospectus and in the documents
incorporated by reference herein.
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This summary highlights important features of this offering and the
information included or incorporated by reference in this
prospectus. This summary does not contain all of the information
you should consider before investing in our Common Stock. You
should carefully read this prospectus, any applicable prospectus
supplement and the information incorporated by reference in this
prospectus and any applicable prospectus supplement before you
invest in our Common Stock.
Company Overview
ChromaDex is a science-based integrated nutraceutical company
devoted to improving the way people age. ChromaDex scientists
partner with leading universities and research institutions
worldwide to discover, develop and create solutions to deliver the
full potential of nicotinamide adenine dinucleotide
(“NAD”) and its impact on human health.
NAD is an essential coenzyme and a key regulator of cellular
metabolism. Best known for its role in cellular energy production,
NAD is now 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.
NAD levels are not constant, and in humans, NAD levels have been
shown to decline by more than 50% from young adulthood to middle
age. NAD continues to decline as humans grow older. There are other
causes of reduced NAD levels such as over-nutrition, alcohol
consumption and a number of disease states. NAD may also be
increased, including through calorie restriction
and exercise. Healthy aging, mitochondria and NAD
continue to be areas of focus in the research community. As of
2019, there were over 250 published human clinical studies on NAD.
The areas of study include Alzheimer’s disease,
Parkinson’s disease, neuropathy and heart
failure.
In 2013, ChromaDex commercialized NIAGEN® nicotinamide
riboside (“NR”), a novel form of vitamin B3. Data from
numerous animal studies, and confirmed in human clinical trials,
show that NR is a highly efficient NAD precursor that significantly
raises NAD levels. NIAGEN® is safe for human consumption.
NIAGEN® has twice been successfully reviewed under FDA’s
new dietary ingredient notification program, has been successfully
notified to the FDA as generally recognized as safe, and has been
approved by Health Canada, the European Commission and the
Therapeutic Goods Administration of Australia. Animal studies of
NIAGEN® have demonstrated a variety of outcomes ranging from
increased NAD levels, increased cellular metabolism and energy
production to improvements in insulin sensitivity. NIAGEN® is
the trade name for our proprietary ingredient NR, and is protected
by patents to which we are the exclusive licensee.
ChromaDex is the world leader in the emerging NAD space. ChromaDex
has approximately 195 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. Other relationships are currently being
developed.
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 inventor of
nicotinamide riboside, Dr. Rudi Tanzi, the co-chair of the
department of neurology at Harvard Medical School and one of the
world’s leading experts in food and nutrition, 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, and Dr. Brunie Felding, Associate Professor,
Department of Molecular Medicine at Scripps Research
Institute, California Campus.
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Private Placement
Securities Purchase Agreement
On April 27, 2020, we entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with the purchasers named
therein (the “Purchasers”), pursuant to which we agreed
to sell and issue an aggregate of $5.0 million of our Common Stock
at a purchase price of $4.08 per share (the
“Financing”). On May 7, 2020, we closed the Financing
and issued an aggregate of 1,225,490 shares of Common Stock to the
Purchasers.
The shares of Common Stock issued to the Purchasers were not
initially registered under the Securities Act or any state
securities laws. We have relied on the exemption from the
registration requirements of the Securities Act by virtue of
Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. In
connection with their execution of the Purchase Agreement, the
Purchasers each represented to us that they are an
“accredited investor” as defined in Regulation D of the
Securities Act and that the shares of Common Stock purchased by
them were being acquired solely for their own account and for
investment purposes and not with a view to their future sale or
distribution.
Registration Rights Agreement
On April 27, 2020, in connection with the Financing, we entered
into a Registration Rights Agreement with the Purchasers (the
“Registration Rights Agreement”), pursuant to which we
agreed to (i) file one or more registration statements with the SEC
to cover the resale of the shares of Common Stock issued to the
Purchasers, (ii) use our reasonable best efforts to have all such
registration statements declared effective within the timeframes
set forth in the Registration Rights Agreement, and (iii) use our
commercially reasonable efforts to keep such registration
statements effective during the timeframes set forth in the
Registration Rights Agreement. In the event that such registration
statements are not filed or declared effective within the
timeframes set forth in the Registration Rights Agreement, any such
effective registration statements subsequently become unavailable,
or the Purchasers are unable to sell the shares of Common Stock
issued pursuant to the Purchase Agreement because we have failed to
satisfy the current public information requirement of Rule 144
under the Securities Act, we would be required to pay liquidated
damages to the Purchasers equal to 1.0% of the aggregate purchase
price per month for each default (up to a maximum of 5.0% of such
aggregate purchase price).
The registration statement of which this prospectus is a part
relates to the offer and resale of the shares of Common Stock
issued to the Purchasers pursuant to the Purchase Agreement (the
“Shares”). When we refer to the selling stockholders in
this prospectus, we are referring to the Purchasers named in this
prospectus as the selling stockholders and, as applicable, any
donees, pledgees, assignees, transferees or other
successors-in-interest selling Shares received after the date of
this prospectus from the selling stockholders as a gift, pledge, or
other non-sale related transfer.
Corporate Information
On May 21, 2008, Cody Resources, Inc., a Nevada corporation and a
public company, (“Cody”) entered into an Agreement and
Plan of Merger (the “Merger Agreement”), by and among
Cody, CDI Acquisition, Inc., a California corporation and
wholly-owned subsidiary of Cody, and ChromaDex, Inc. Subsequent to
the signing of the Merger Agreement, Cody merged with and into a
Delaware corporation. On June 20, 2008, Cody amended its
certificate of incorporation to change its name to ChromaDex
Corporation. Our principal executive offices are located at 10900
Wilshire Blvd., Suite 600, Los Angeles, California 90024. Our
telephone number at that address is (310) 388-6706. Our website
address is www.chromadex.com. The information contained in, or that
can be accessed through, our website is not part of this
prospectus.
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Common Stock Offered by the Selling Stockholders
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1,225,490
Shares
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Use of Proceeds
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We will not receive any proceeds from the sale of Shares covered by
this prospectus
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Nasdaq Capital Market Symbol
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CDXC
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An
investment in our Common Stock involves a high degree of risk.
Prior to making a decision about investing in our Common Stock, you
should consider carefully the specific risk factors discussed in
the sections entitled “Risk Factors” contained in our most recent Annual
Report on Form 10-K for the year ended December 31, 2019, as filed
with the SEC on March 10, 2020, as amended on May 18, 2020 or
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020,
as filed with the SEC on May 18, 2020, which are incorporated in
this prospectus by reference in their entirety, as well as any
amendment or updates to our risk factors reflected in subsequent
filings with the SEC, including any prospectus supplement hereto.
These risks and uncertainties are not the only risks and
uncertainties we face. Additional risks and uncertainties not
presently known to us, or that we currently view as immaterial, may
also impair our business. If any of the risks or uncertainties
described in our SEC filings or any additional risks and
uncertainties actually occur, our business, financial condition,
results of operations and cash flow could be materially and
adversely affected. In that case, the trading price of our Common
Stock could decline and you might lose all or part of your
investment.
The
proceeds from the sale of the Shares of Common Stock offered
pursuant to this prospectus are solely for the account of the
selling stockholders. We will not receive any proceeds from the
sale of the Shares by the selling stockholders.
The
selling stockholders, or their donees,
pledgees, assignees, transferees or other
successors-in-interest, are offering for resale, from time
to time, up to an aggregate of 1,225,490 Shares. The foregoing
Shares represent all shares of
our Common Stock issued to the selling stockholders in connection
with the Financing. The following table sets forth certain
information with respect to beneficial ownership of our Common
Stock as of May 17, 2020 by
the selling stockholders, as determined in accordance with Rule
13d-3 of the Exchange Act. This information has been obtained from
the selling stockholders or in Schedules 13G or 13D and other
public documents filed with the SEC.
The number of shares of Common Stock beneficially owned after this
offering assumes the sale of all of the Shares offered by the
selling stockholders pursuant to this prospectus. However, because
the selling stockholders may sell all or some of their Shares under
this prospectus from time to time, or in another permitted manner,
we cannot assure you as to the actual number of Shares that will be
sold by the selling stockholders or that will be held by the
selling stockholders after completion of any sales. We do not know
how long any of the selling stockholders will hold the Shares
before selling them. Information concerning the selling
stockholders may change from time to time and changed information
will be presented in a supplement to this prospectus if and when
necessary and required.
Name of Selling Stockholder
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Shares of Common Stock Beneficially Owned Prior to this
Offering(1)
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Maximum Number of Shares of Common Stock
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Shares of Common Stock Beneficially Owned After this
Offering(1)(2)
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Pioneer Step Holdings Limited(3)
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6,377,783
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10.37%
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490,196
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5,887,587
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9.58%
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Winsave Resources Limited(4)
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3,467,778
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5.64%
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735,294
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2,732,484
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4.44%
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(1)
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“Beneficial ownership” means that a person, directly or
indirectly, has or shares voting or investment power with respect
to a security or has the right to acquire such power within 60
days. The number of shares beneficially owned is determined as
of May
17, 2020, and the percentage is
based upon 61,477,895 shares of our Common Stock outstanding as
of May
17, 2020.
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(2)
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Assumes sale of all Shares available for sale under this prospectus
and no further acquisitions of shares of Common Stock by the
selling stockholders.
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(3)
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Based on beneficial ownership reported on Schedule 13D/A filed with
the SEC on April 29, 2020, (i) Pioneer Step Holdings Limited
(“Pioneer Step”) beneficially owned and had voting and
dispositive power with respect to 5,957,783 shares (the
“Pioneer Shares”) and (ii) Dvorak International
Limited (“Dvorak International”) beneficially owned and
had voting and dispositive power with respect to 420,000
shares (the “Dvorak
Shares”). Chau Hoi Shuen Solina Holly (“Solina
Chau”), by virtue of being the sole shareholder of
each of
Pioneer Step and Dvorak International, may be deemed to beneficially own and have
voting and dispositive power with respect to the Pioneer Shares and
the Dvorak
Shares. Pioneer Step has exercised its
right to designate for appointment one director to our board of
directors and has designated, and our board of directors has
appointed, Wendy Yu to fill such seat. The registered office
address for Pioneer Step and Dvorak International is Vistra
Corporate Services Centre, Wickhams Cay II, Road Town, Tortola,
VG1110, British Virgin Islands and its correspondence address is
c/o Suites PT. 2909 & 2910, Harbour Centre, 25 Harbour Road,
Wanchai, Hong Kong. The business address of Solina Chau is c/o
Suites PT. 2909 & 2910, Harbour Centre, 25 Harbour Road,
Wanchai, Hong Kong.
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(4)
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Based on beneficial ownership reported on Schedule 13G filed with
the SEC on May 6, 2020, Winsave Resources Limited (“Winsave
Resources”) beneficially owns and has voting and dispositive
power with respect to the 3,088,433 shares (the “Winsave
Shares”) and Radiant Treasure Limited (“Radiant
Treasure”) beneficially owns and has voting and dispositive
power with respect to 379,345 shares (“Radiant
Shares”). Li Ka Shing (Global) Foundation
(“LKSGF”), formerly known as Li Ka Shing (Overseas)
Foundation, by virtue of being the sole shareholder of each of
Winsave Resources and Radiant Treasure, may be deemed to
beneficially own and have voting and dispositive power with respect
to the Winsave Shares and the Radiant Shares. The registered office
address for Winsave Resources is PO Box 958, Pasea Estate, Road
Town, Tortola, VG1110, British Virgin Islands. The registered
office address for Radiant Treasure is Vistra Corporate Services
Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin
Islands. The registered office address for LKSGF is PO Box 309,
Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
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Relationship with Selling Stockholders
As
discussed in greater detail above under the section titled
“Prospectus Summary—Private
Placements” in
April 2020, we entered into the Purchase Agreement with the selling
stockholders pursuant to which we sold and issued shares of our
Common Stock and also entered into the Registration Rights
Agreement with the selling stockholders pursuant to which we agreed
to file a registration statement with the SEC to cover the resale
of the shares of our Common Stock issued pursuant to the Purchase
Agreement by the selling stockholders.
In May 2019, we entered into a note purchase agreement and a
registration rights agreement with the selling stockholders,
pursuant to which (i) we sold and issued convertible promissory
notes in the aggregate principal amount of $10.0 million to the
selling stockholders, which convertible promissory notes were
subsequently converted into shares of our Common Stock, and (ii) we
filed a registration statement with the SEC in September 2019 to
cover the resale of such shares of our Common Stock by the selling
stockholders.
In
November 2017, we entered into a
securities purchase agreement and a registration rights agreement
with the selling stockholders and other purchasers, pursuant to
which (i) we sold and issued an aggregate of 1,707,317 shares of
our Common Stock at a purchase price of $4.10 per share to the
selling stockholders, and (ii) we filed a registration
statement with the SEC in December 2017 to cover the resale of such
shares of our Common Stock by the selling
stockholders.
Except
as noted in the footnotes to the table above, none of the selling
stockholders has held any position or office with us or our
affiliates within the last three years or has had a material
relationship with us or any of our predecessors or affiliates
within the past three years, other than as a result of the
ownership of our shares of Common Stock or other
securities.
We are
registering the Shares issued to the selling stockholders to permit
the resale of these Shares by the holders of the Shares from time
to time after the date of this prospectus. We will not receive any
of the proceeds from the sale by the selling stockholders of the
Shares. We will bear all fees and expenses incident to our
obligation to register the Shares.
The
selling stockholders may sell all or a portion of the Shares
beneficially owned by them and offered hereby from time to time
directly or through one or more underwriters, broker-dealers or
agents. If the Shares are sold through underwriters or
broker-dealers, the selling stockholders will be responsible for
underwriting discounts or commissions or agent’s commissions. The Shares may be
sold on any national securities exchange or quotation service on
which the securities may be listed or quoted at the time of sale,
in the over-the-counter market or in transactions otherwise than on
these exchanges or systems or in the over-the-counter market and in
one or more transactions at fixed prices, at prevailing market
prices at the time of the sale, at varying prices determined at the
time of sale, or at negotiated prices. These sales may be effected
in transactions, which may involve crosses or block transactions.
The selling stockholders may use any one or more of the following
methods when selling Shares:
●
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
●
block
trades in which the broker-dealer will attempt to sell the Shares
as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
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purchases
by a broker-dealer as principal and resale by the broker-dealer for
its account;
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an
exchange distribution in accordance with the rules of the
applicable exchange;
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privately
negotiated transactions;
●
settlement
of short sales entered into after the effective date of the
registration statement of which this prospectus is a
part;
●
broker-dealers
may agree with the selling stockholders to sell a specified number
of such Shares at a stipulated price per share;
●
through
the writing or settlement of options or other hedging transactions,
whether such options are listed on an options exchange or
otherwise;
●
a
combination of any such methods of sale; or
●
any
other method permitted pursuant to applicable law.
The
selling stockholders also may resell all or a portion of the Shares
in open market transactions in reliance upon Rule 144 under the
Securities Act, as permitted by that rule, or Section 4(1) under
the Securities Act, if available, rather than under this
prospectus, provided that they meet the criteria and conform to the
requirements of those provisions.
Broker-dealers
engaged by the selling stockholders may arrange for other
broker-dealers to participate in sales. If the selling stockholders
effect such transactions by selling Shares to or through
underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of
discounts, concessions or commissions from the selling stockholders
or commissions from purchasers of the Shares for whom they may act
as agent or to whom they may sell as principal. Such commissions
will be in amounts to be negotiated, but, except as set forth in a
supplement to this prospectus, in the case of an agency transaction
will not be in excess of a customary brokerage commission in
compliance with FINRA Rule 5110.
In
connection with sales of the Shares, the selling stockholders may
enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of
the Shares in the course of hedging in positions they assume. The
selling stockholders may also sell Shares short and if such short
sale shall take place after the date that the registration
statement of which this prospectus is a part is declared effective
by the SEC, the selling stockholders may deliver the Shares covered
by this prospectus to close out short positions and to return
borrowed Shares in connection with such short sales. The selling
stockholders may also loan or pledge Shares to broker-dealers that
in turn may sell such Shares, to the extent permitted by applicable
law. The selling stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions or
the creation of one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of
Shares offered by this prospectus, which Shares such broker-dealer
or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such
transaction). Notwithstanding the foregoing, the selling
stockholders have been advised that they may not use Shares
registered on the registration statement of which this prospectus
is a part to cover short sales of our Common Stock made prior to
the date the registration statement, of which this prospectus forms
a part, has been declared effective by the SEC.
The
selling stockholders may, from time to time, pledge or grant a
security interest in some or all of the Shares owned by them and,
if they default in the performance of their secured obligations,
the pledgees or secured parties may offer and sell the Shares from
time to time pursuant to this prospectus or any amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of
the Securities Act amending, if necessary, the list of selling
stockholders to include the pledgee, transferee or other successors
in interest as selling stockholders under this prospectus. The
selling stockholders also may transfer and donate the Shares in
other circumstances in which case the donees, pledgees, assignees, transferees or other
successors-in-interest will be the selling beneficial owners
for purposes of this prospectus.
The
selling stockholders and any broker-dealer or agents participating
in the distribution of the Shares may be deemed to be “underwriters” within the meaning of Section 2(11)
of the Securities Act in connection with such sales. In such event,
any commissions paid, or any discounts or concessions allowed to,
any such broker-dealer or agent and any profit on the resale of the
Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Selling
stockholders who are “underwriters” within the meaning of Section 2(11)
of the Securities Act will be subject to the prospectus delivery
requirements of the Securities Act and may be subject to certain
statutory liabilities of, including but not limited to, Sections
11, 12 and 17 of the Securities Act and Rule 10b-5 under the
Exchange Act.
Each
selling stockholder has informed us that it is not a registered
broker-dealer and does not have any written or oral agreement or
understanding, directly or indirectly, with any person to
distribute the Common Stock. Upon us being notified in writing by a
selling stockholder that any material arrangement has been entered
into with a broker-dealer for the sale of Common Stock through a
block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to
this prospectus will be filed, if required, pursuant to Rule 424(b)
under the Securities Act, disclosing (i) the name of each such
selling stockholder and of the participating broker-dealer(s), (ii)
the number of shares involved, (iii) the price at which such shares
of Common Stock were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable,
(v) that such broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in this
prospectus, and (vi) other facts material to the transaction. In no
event shall any broker-dealer receive fees, commissions and
markups, which, in the aggregate, would exceed eight percent
(8%).
Under
the securities laws of some states, the Shares may be sold in such
states only through registered or licensed brokers or dealers. In
addition, in some states the Shares may not be sold unless such
Shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is
complied with.
There
can be no assurance that any selling stockholder will sell any or
all of the Shares registered pursuant to the registration statement
of which this prospectus forms a part.
Each
selling stockholder and any other person participating in such
distribution will be subject to applicable provisions of the
Exchange Act, and the rules and regulations thereunder, including,
without limitation, Regulation M of the Exchange Act, which may
limit the timing of purchases and sales of any of the Shares by the
selling stockholder and any other participating person. Regulation
M may also restrict the ability of any person engaged in the
distribution of the Shares to engage in market-making activities
with respect to the Shares. All of the foregoing may affect the
marketability of the Shares and the ability of any person or entity
to engage in market-making activities with respect to the
Shares.
The
selling stockholders will pay any underwriting discounts and
commissions incurred in disposing of the Shares. We will bear all
other expenses incident to our performance of or compliance with
the Registration Rights Agreement, including (i) all registration
and filing fees, (ii) all fees and expenses in connection with
compliance with any securities or “Blue Sky” laws, (iii) all printing and
delivery expenses, (iv) all fees and disbursements of counsel for
us and of all independent certified public accountants of us, (v)
Securities Act liability insurance or similar insurance if we so
desire or the underwriters so require in accordance with
then-customary underwriting practice, (vi) all fees and expenses
incurred in connection with the listing of the Shares on any
securities exchange, (vii) any reasonable fees and disbursements of
underwriters customarily paid by issuers or sellers of securities,
(viii) all fees and expenses of any special experts retained by us
in connection with any registration, (ix) all of our internal
expenses (including all salaries and expenses of our officers and
employees performing legal or accounting duties), (x) all expenses
related to the “road-show” for any underwritten offering,
including all travel, meals and lodging, and (xi) any other fees
and disbursements customarily paid by the issuers of securities.
Further, we will bear all reasonable fees and disbursements of one
legal counsel for the selling stockholders in an amount not to
exceed $50,000. We will indemnify the selling stockholders against
certain liabilities, including some liabilities under the
Securities Act, in accordance with the Registration Rights
Agreement, or the selling stockholders will be entitled to
contribution. We may be indemnified by the selling stockholders
against civil liabilities, including liabilities under the
Securities Act, that may arise from any written information
furnished to us by the selling stockholders specifically for use in
this prospectus, in accordance with the Registration Rights
Agreement, or we may be entitled to contribution.
The
validity of the Shares to be offered for resale by the selling
stockholders under this prospectus will be passed upon for us by
Cooley LLP, San Diego, California.
EXPERTS
The
financial statements, schedule and management’s assessment of the effectiveness of
internal control over financial reporting incorporated by reference
in this prospectus and elsewhere in the registration statement of
which this prospectus is a part have been so incorporated by
reference in reliance upon the reports of Marcum LLP, independent
registered public accountants, upon the authority of said firm as
experts in accounting and auditing.
INFORMATION INCORPORATED BY REFERENCE
The SEC
allows us to “incorporate
by reference” into this
prospectus the information we file with them, which means that we
can disclose important information to you by referring you to those
documents. In accordance with Rule 412 of the Securities Act, any
statement contained or incorporated by reference in this prospectus
shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained herein, or in
any subsequently filed document which also is incorporated by
reference herein, modifies or supersedes such earlier statement.
Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
prospectus.
We
incorporate by reference the documents listed below:
●
|
our
Annual Report on Form 10-K for the fiscal year ended December 31,
2019, filed with the SEC on March 10, 2020, as amended on May 18,
2020;
|
●
|
the
information specifically incorporated by reference into our Annual
Report on Form 10-K for the fiscal year ended December 31, 2019
from our definitive proxy statement on Schedule 14A (other than
information furnished rather than filed) filed with the SEC on
April 21, 2020;
|
●
|
our
Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2020, filed with the SEC on May 18, 2020;
|
●
|
our
Current Reports on Form 8-K (other than information furnished
rather than filed) filed with the SEC on January 1, 2020, April 29,
2020, and May 7, 2020; and
|
●
|
the
description of our Common Stock in our registration statement on
Form 8-A filed with the SEC on April 21, 2016, including any
amendments or reports filed for the purpose of updating such
description.
|
We also
incorporate by reference into this prospectus all documents (other
than Current Reports furnished under Item 2.02 or Item 7.01 of Form
8-K and exhibits filed on such form that are related to such items)
that are subsequently filed by us with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of the securities made by this
prospectus.
You may
request a copy of these filings at no cost, by contacting us at the
following address or telephone number:
ChromaDex
Corporation
10900
Wilshire Blvd., Suite 600
Los
Angeles, California 90024
Attention:
Corporate Secretary
(310)
388-6706
WHERE
YOU CAN FIND ADDITIONAL
INFORMATION
This
prospectus, which constitutes a part of the registration statement,
does not contain all of the information set forth in the
registration statement or the exhibits which are part of the
registration statement. For further information with respect to us
and the securities offered by this prospectus, we refer you to the
registration statement and the exhibits filed as part of the
registration statement. We file annual, quarterly and current
reports, proxy statements and other information with the SEC. Our
SEC filings are available to the public at the SEC’s website
at www.sec.gov. You may obtain a copy of these filings at no cost
by writing us at the following address: ChromaDex Corporation,
10900 Wilshire Blvd., Suite 600, Los Angeles, California 90024,
Attention: Corporate Secretary. We also maintain a website at
www.chromadex.com. The
information contained in, or that can be accessed through, our
website is not part of this prospectus.
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