Filed Pursuant to Rule 424(b)(5)
Registration No. 333-239144
PROSPECTUS
$50,000,000
Common Stock
__________________
We
have entered into an At Market Issuance Sales Agreement (the
“Sales Agreement”), dated as of June 12, 2020, with B.
Riley FBR, Inc. (“B. Riley FBR”) and Raymond James
& Associates, Inc. (“Raymond James” and together
with B. Riley FBR, the “Sales Agents”), relating to the
sale of shares of our common stock offered by this prospectus. In
accordance with the terms of the Sales Agreement, under this
prospectus we may offer and sell shares of our common stock, $0.001
par value per share, having an aggregate offering price of up to
$50,000,000 from time to time through or to the Sales Agents,
acting as our agents or principals.
Our
common stock is listed on The Nasdaq Capital Market under the
symbol “CDXC.” On June 10, 2020, the last reported sale
price of our common stock on The Nasdaq Capital Market was $4.52
per share.
Sales
of our common stock, if any, under this prospectus may be made by
any method deemed to be an “at the market offering” as
defined in Rule 415(a)(4) promulgated under the Securities Act of
1933, as amended (the “Securities Act”). The Sales
Agents will act as our sales agents, using commercially reasonable
efforts to sell on our behalf all of the shares of common stock
requested to be sold by us, consistent with their normal trading
and sales practices, on mutually agreed terms set forth in the
Sales Agreement. There is no arrangement for funds to be received
in any escrow, trust or similar arrangement.
The
compensation to the Sales Agents for sales of common stock sold
pursuant to the Sales Agreement is equal to up to 3.0% of the gross
proceeds of the sales price per share. In connection with the sale
of the common stock on our behalf, the Sales Agents will be deemed
to be “underwriters” within the meaning of the
Securities Act, and the compensation of the Sales Agents will be
deemed to be underwriting commissions or discounts. We have also
agreed to provide indemnification and contribution to the Sales
Agents with respect to certain liabilities, including liabilities
under the Securities Act.
____________________
Investing in our common stock involves a high degree of risk.
Please read the information contained in and incorporated by
reference under the heading “Risk Factors” beginning on
page 4 of this prospectus, and under similar headings in the other
documents that are filed after the date hereof and incorporated by
reference into this prospectus.
____________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
____________________
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B.
Riley FBR
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Raymond
James
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The date of this prospectus is June 26, 2020.
TABLE OF CONTENTS
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Page
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2
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4
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5
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6
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7
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9
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ABOUT THIS PROSPECTUS
This
prospectus relates to the offering of our common stock. Before
buying any of the common stock that we are offering, we urge you to
carefully read this prospectus, together with the information
incorporated by reference as described under the heading
“Incorporation of Certain Information by Reference” in
this prospectus and the information in any free writing prospectus
that we may authorize for use in connection with this offering.
These documents contain important information that you should
consider when making your investment decision.
This
prospectus describes the specific terms of the common stock we are
offering and also adds to and updates information contained in the
documents incorporated by reference into this prospectus. To the
extent there is a conflict between the information contained in
this prospectus, on the one hand, and the information contained in
any document incorporated by reference into this prospectus that
was filed with the Securities and Exchange Commission, or SEC,
before the date of this prospectus, on the other hand, you should
rely on the information in this prospectus. If any statement in one
of these documents is inconsistent with a statement in another
document having a later date — for example, a document
incorporated by reference into this prospectus — the
statement in the document having the later date modifies or
supersedes the earlier statement.
You
should rely only on the information contained in, or incorporated
by reference into this prospectus and in any free writing
prospectus that we may authorize for use in connection with this
offering. We have not, and the Sales Agents have not, authorized
any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you
should not rely on it. We are not, and the Sales Agents are not,
making an offer to sell or soliciting an offer to buy our common
stock in any jurisdiction in which an offer or solicitation is not
authorized or in which the person making that offer or solicitation
is not qualified to do so or to anyone to whom it is unlawful to
make an offer or solicitation. You should assume that the
information appearing in this prospectus, the documents
incorporated by reference into this prospectus, and in any free
writing prospectus that we may authorize for use in connection with
this offering, is accurate only as of the date of those respective
documents. Our business, financial condition, results of operations
and prospects may have changed since those dates. You should read
this prospectus, the documents incorporated by reference into this
prospectus, and any free writing prospectus that we may authorize
for use in connection with this offering, in their entirety before
making an investment decision. You should also read and consider
the information in the documents to which we have referred you in
the sections of this prospectus entitled “Where You Can Find
More Information” and “Incorporation of Certain
Information by Reference.”
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PROSPECTUS
SUMMARY
This
summary highlights certain information about us, this offering and
selected information contained elsewhere in or incorporated by
reference into this prospectus. This summary is not complete and
does not contain all of the information that you should consider
before deciding whether to invest in our common stock. For a more
complete understanding of our company and this offering, we
encourage you to read and consider carefully the more detailed
information in this prospectus, including the information
incorporated by reference into this prospectus, and the information
included in any free writing prospectus that we may authorize for
use in connection with this offering, including the information
contained in and incorporated by reference under the heading
“Risk Factors” beginning on page 4 of this prospectus,
and under similar headings in the other documents that are filed
after the date hereof and incorporated by reference into this
prospectus.
Unless
the context requires otherwise, references in this prospectus to
“ChromaDex,” “the Company,”
“we,” “us” and “our” refer to
ChromaDex Corporation.
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.
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.
All
brand names or trademarks appearing in this prospectus are the
property of their respective holders. Use or display by us of other
parties’ trademarks, trade dress, or products in this
prospectus is not intended to, and does not, imply a relationship
with, or endorsements or sponsorship of, us by the trademark or
trade dress owners.
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The Offering
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Common
stock offered by us
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In
accordance with the terms of the Sales Agreement, we may offer and
sell shares of our common stock from time to time through or to B.
Riley FBR and Raymond James having an aggregate offering price of
up to $50,000,000 pursuant to this prospectus.
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Plan of
Distribution
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“At
the market offering” that may be made from time to time
through or to B. Riley FBR and Raymond James as our sales agents or
principals. See “Plan of Distribution” on page
8.
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Use of
Proceeds
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We
currently intend to use the net proceeds from this offering, if
any, for working capital and general corporate purposes, including
but not limited to, capital expenditures and general and
administrative expenses. See “Use of Proceeds” on page
6 of this prospectus.
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Risk
Factors
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Investing
in our common stock involves a high degree of risk. Please read the
information contained in and incorporated by reference under the
heading “Risk Factors” beginning on page 4 of this
prospectus, and under similar headings in the other documents that
are filed after the date hereof and incorporated by reference into
this prospectus, before deciding whether to invest in our common
stock.
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Nasdaq
Capital Market Listing
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Our
common stock is listed on The Nasdaq Capital Market under the
symbol “CDXC.”
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RISK FACTORS
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 and 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 updated or superseded by
the risks and uncertainties described under similar headings in the
other documents that are filed after the date hereof and
incorporated by reference into this prospectus, together with other
information in this prospectus, the documents incorporated by
reference and any free writing prospectus that we may authorize for
use in connection with this offering. 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.
Past financial performance may not be
a reliable indicator of future performance, and historical trends
should not be unduly relied upon to anticipate results or trends in
future periods. 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. Please also read carefully the section below titled
“Special Note Regarding Forward-Looking
Statements.”
Additional Risks Related to This Offering
Management will have broad discretion as to the use of the proceeds
from this offering and may not use the proceeds
effectively.
Because
we have not designated the amount of net proceeds from this
offering to be used for any particular purpose, our management will
have broad discretion as to the application of the net proceeds
from this offering and could use them for purposes other than those
contemplated at the time of the offering. Our management may use
the net proceeds for corporate purposes that may not improve our
financial condition or market value.
You may experience immediate and substantial dilution.
The
offering prices per share in this offering may exceed the net
tangible book value per share of our common stock. Assuming that an
aggregate of 11,061,947 shares of our common stock are sold at a
price of $4.52 per share pursuant to this prospectus, which was the
last reported sale price of our common stock on The Nasdaq Capital
Market on June 10, 2020, for aggregate gross proceeds of
approximately $50.0 million, after deducting commissions and
estimated aggregate offering expenses payable by us, you would
experience immediate dilution of $3.62 per share, representing the
difference between our as adjusted net tangible book value per
share as of March 31, 2020 after giving effect to this offering and
the assumed offering price. The exercise of outstanding stock
options may result in further dilution of your investment. See the
section titled “Dilution” below for a more detailed
illustration of the dilution you would incur if you participate in
this offering.
You may experience future dilution as a result of future equity
offerings.
In
order to raise additional capital, we may in the future offer
additional shares of our common stock or other securities
convertible into or exchangeable for our common stock at prices
that may not be the same as the price per share paid by any
investor in this offering. We may sell shares or other securities
in any other offering at a price per share that is less than the
price per share paid by any investor in this offering, and
investors purchasing shares or other securities in the future could
have rights superior to you. The price per share at which we sell
additional shares of our common stock, or securities convertible or
exchangeable into common stock, in future transactions may be
higher or lower than the price per share paid by any investor in
this offering.
We do not intend to pay dividends in the foreseeable
future.
We
have never paid cash dividends on our common stock and currently do
not plan to pay any cash dividends in the foreseeable
future.
FORWARD-LOOKING
STATEMENTS
This
prospectus and the information incorporated by reference contain
forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 (the “Securities Act”),
and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), that involve a number of
risks and uncertainties. Although our forward-looking statements
reflect the good faith judgment of our management, these statements
can only be based on facts and factors currently known by us.
Consequently, these forward-looking statements are inherently
subject to risks and uncertainties, and actual results and outcomes
may differ materially from results and outcomes discussed in the
forward-looking statements.
Forward-looking
statements can be identified by the use of forward-looking words
such as “believes,” “expects,”
“hopes,” “may,” “will,”
“plan,” “intends,” “estimates,”
“could,” “should,” “would,”
“continue,” “seeks,” “pro
forma,” or “anticipates,” or other similar words
(including their use in the negative), or by discussions of future
matters such as our business, business strategy, products and
services we may offer in the future, the outcome and impact of
litigation, the timing and results of future regulatory filings,
our ability to collect from major customers, our sales and
marketing strategy and capital outlook, our estimates regarding our
capital requirements, future expenses and need for additional
financing, our use of the net proceeds from any offering and other
statements that are not historical. These statements include but
are not limited to statements under the captions
“Business,” “Risk Factors” and
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and in other sections
incorporated by reference from our Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q, as applicable, as well as
our other filings with the SEC. You should be aware that the
occurrence of any of the events discussed under the heading
“Risk Factors” in this prospectus, any applicable
prospectus supplement and any documents incorporated by reference
herein or therein could substantially harm our business, operating
results and financial condition and that if any of these events
occurs, it could adversely affect the value of an investment in our
securities.
The
cautionary statements made in this prospectus are intended to be
applicable to all related forward-looking statements wherever they
may appear in this prospectus or in any prospectus supplement or
any documents incorporated by reference herein or therein. We urge
you not to place undue reliance on these forward-looking
statements, which speak only as of the date they are made. Except
as required by law, we assume no obligation to update our
forward-looking statements, even if new information becomes
available in the future.
USE OF PROCEEDS
We currently intend to use the
net proceeds from this offering, if any, for working capital and
general corporate purposes, including but not limited to,
for capital
expenditure and general and administrative
expenses.
The
amounts and timing of our use of the net proceeds from this
offering, if any, will depend on a number of factors, such as the
timing and progress of any partnering efforts, any strategic
transactions in which we may engage, and the competitive
environment for our product. As of the date of this prospectus, we
cannot specify with certainty all of the particular uses for the
net proceeds to us from this offering. Accordingly, our management
will have broad discretion in the timing and application of these
proceeds. Pending application of the net proceeds as described
above, we intend to temporarily invest the proceeds in short-term,
interest-bearing instruments.
DILUTION
If
you invest in this offering, your ownership interest will be
diluted to the extent of the difference between the public offering
price per share and the as adjusted net tangible book value per
share after giving effect to this offering. We calculate net
tangible book value per share by dividing the net tangible book
value, which is tangible assets less total liabilities, by the
number of outstanding shares of our common stock. Dilution
represents the difference between the price per share paid by
purchasers of shares in this offering and the as adjusted net
tangible book value per share of our common stock immediately after
giving effect to this offering. Our net tangible book value as of
March 31, 2020 was approximately $15.3 million, or $0.26 per
share.
After
giving effect to the sale of our common stock during the remaining
term of the Sales Agreement in the aggregate amount of $50.0
million at an assumed offering price of $4.52 per share, the last
reported sale price of our common stock on The Nasdaq Capital
Market on June 10, 2020 and after deducting commissions and
estimated aggregate offering expenses payable by us, our net
tangible book value as of March 31, 2020 would have been $63.5
million, or $0.90 per share of common stock. This represents an
immediate increase in the net tangible book value of $0.64 per
share to our existing stockholders and an immediate dilution in net
tangible book value of $3.62 per share to new investors. The
following table illustrates this per share dilution:
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Assumed public
offering price per share
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$4.52
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Net tangible book
value per share as of March 31, 2020
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$0.26
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Increase in net
tangible book value per share attributable to this
offering
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$0.64
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As adjusted net
tangible book value per share as of March 31, 2020, after giving effect to this
offering
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$0.90
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Dilution per share
to new investors purchasing shares in this offering
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$3.62
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The
table above assumes for illustrative purposes that an aggregate of
11,061,947 shares of our common stock are sold during the term of
the Sales Agreement at a price of $4.52 per share, the last
reported sale price of our common stock on The Nasdaq Capital
Market on June 10, 2020, for aggregate gross proceeds of $50.0
million. The shares subject to the Sales Agreement are being sold
from time to time at various prices. An increase of $0.50 per share
in the price at which the shares are sold from the assumed offering
price per share shown in the table above, to $5.02 per share,
assuming all of our common stock in the aggregate amount of $50.0
million during the remaining term of the Sales Agreement is sold at
that price, would increase our adjusted net tangible book value per
share after the offering to $0.91 per share and would increase the
dilution in net tangible book value per share to new investors in
this offering to $4.11 per share, after deducting commissions and
estimated aggregate offering expenses payable by us. A decrease of
$0.50 per share in the price at which the shares are sold from the
assumed offering price per share shown in the table above, to $4.02
per share, assuming all of our common stock in the aggregate amount
of $50.0 million during the term of the Sales Agreement is sold at
that price, would decrease our adjusted net tangible book value per
share after the offering to $0.88 per share and would
decrease the dilution in net tangible book value per share to new
investors in this offering to $3.14 per share, after
deducting commissions and estimated aggregate offering expenses
payable by us. This information is supplied for illustrative
purposes only.
The
above discussion and table are based on 59,787,897 shares of our
common stock issued and outstanding as of March 31, 2020, and
exclude the following, all as of March 31, 2020:
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12,194,125
shares of common stock issuable upon the exercise of outstanding
stock options with a weighted-average exercise price of $3.86 per
share; and
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up
to an aggregate of approximately 1,205,698 shares of common stock
reserved for future issuance under our 2017 Equity Incentive Plan,
as amended.
To
the extent that options outstanding as of March 31, 2020 have been
or are exercised, or other shares are issued, investors purchasing
shares in this offering could experience further dilution. In
addition, we may choose to raise additional capital due to market
conditions or strategic considerations, including for potential
acquisition or in-licensing opportunities, even if we believe we
have sufficient funds for our current or future operating plans. To
the extent that additional capital is raised through the sale of
equity or convertible debt securities, the issuance of these
securities could result in further dilution to our
stockholders.
PLAN OF DISTRIBUTION
We
have entered into the Sales Agreement with B. Riley FBR and Raymond
James, under which we may issue and sell shares of our common stock
from time to time up to an aggregate sales price of $50,000,000
through or to the Sales Agents as agents or principals. The Sales
Agreement is filed as Exhibit 1.2 to our registration statement on
Form S-3 of which this prospectus forms a part, and is incorporated
by reference in this prospectus. Sales of our common stock, if any,
under this prospectus will be made by any method that is deemed an
“at the market offering” as defined in Rule 415(a)(4)
under the Securities Act.
Each
time we wish to issue and sell common stock under the Sales
Agreement, we will notify a Sales Agent of the number or dollar
value of shares to be issued, the dates on which such sales are
anticipated to be made and any minimum price below which sales may
not be made. Once we have so instructed such Sales Agent, unless
the Sales Agent declines to accept the terms of such notice, the
Sales Agent has agreed to use its commercially reasonable efforts
consistent with its normal trading and sales practices to sell such
shares up to the amount specified on such terms. The obligations of
the Sales Agent under the Sales Agreement to sell our common stock
are subject to a number of conditions that we must
meet.
The
settlement between us and the Sales Agents is generally anticipated
to occur on the second trading day following the date on which the
sale was made. Sales of our common stock as contemplated in this
prospectus will be settled through the facilities of The Depository
Trust Company or by such other means as we and the Sales Agents may
agree upon. There is no arrangement for funds to be received in an
escrow, trust or similar arrangement.
We
will pay the Sales Agents a commission equal to up to 3.0% of the
gross proceeds we receive from the sales of our common stock. In
addition, we have agreed to reimburse the Sales Agents for their
reasonable and documented out-of-pocket expenses,
including fees and disbursements of their counsel, in an amount not
to exceed $50,000 initially, plus an additional amount of up to
$7,500 per annum thereafter. Because there is no minimum
offering amount required as a condition to close this offering, the
actual total public offering amount, commissions and proceeds to
us, if any, are not determinable at this time. In connection with
the sale of the common stock on our behalf, the Sales Agents will
be deemed to be “underwriters” within the meaning of
the Securities Act, and the compensation of the Sales Agents will
be deemed to be underwriting commissions or discounts. We have
agreed to provide indemnification and contribution to the Sales
Agents with respect to certain civil liabilities, including
liabilities under the Securities Act. We estimate that the total
expenses for the offering, excluding compensation payable to the
Sales Agents under the terms of the Sales Agreement, will be
approximately $250,000.
The
offering of our common stock pursuant to the Sales Agreement will
terminate upon the earlier of (i) the sale of all of our common
stock provided for in this prospectus, or (ii) termination of the
Sales Agreement as permitted therein.
To
the extent required by Regulation M under the Exchange Act, the
Sales Agents will not engage in any market making activities
involving our common stock while the offering is ongoing under this
prospectus.
The
Sales Agents and their affiliates have provided, and may in the
future provide, various investment banking and other financial
services for us. They have received, or may in the future receive,
customary fees and commissions for these transactions.
LEGAL MATTERS
Cooley
LLP, San Diego, California, has passed upon the validity of the
common stock offered by this prospectus. The Sales Agents are being
represented in connection with this offering by Duane Morris LLP,
New York, New York.
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.
WHERE YOU CAN FIND MORE INFORMATION
This
prospectus, which constitutes a part of the registration statement
on Form S-3 we filed with the SEC under the Securities Act, 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. Neither we nor any agent, underwriter or
dealer has authorized any person to provide you with information
that is different from that contained in this prospectus, any
applicable prospectus supplement or in any free writing prospectus
we may authorize to be delivered or made available to you. We take
no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. We
are not making an offer of these securities in any state where the
offer is not permitted. You should not assume that the information
contained in this prospectus, any applicable prospectus supplement
or any related free writing prospectus is accurate on any date
subsequent to the date set forth on the front of the document or
that any information we have incorporated by reference is correct
on any date subsequent to the date of the document incorporated by
reference, even though this prospectus, any applicable prospectus
supplement or any related free writing prospectus is delivered, or
securities are sold, on a later date.
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.
INCORPORATION OF CERTAIN INFORMATION 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 10, 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
-9-
$50,000,000
Common Stock
__________
PROSPECTUS
__________
|
B. Riley FBR
|
Raymond James
|
June 26, 2020