CHROMADEX CORPORATION (NASDAQ:CDXC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CHROMADEX CORPORATION (NASDAQ:CDXC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Amendment to 2017 Equity Incentive Plan

On January 21, 2018, the Board of Directors (the “Board”) of ChromaDex Corporation (the “Company”) unanimously approved an amendment to the Company’s 2017 Equity Incentive Plan (the “2017 EIP”) to, among other things, reserve an additional 500,000 shares of the Company’s common stock to be used exclusively for grants of awards to individuals who were not previously employees or non-employee directors of the Company (or following a bona fide period of non-employment with the Company), as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules (“Rule 5635(c)(4)”). The 2017 EIP was amended by the Board without stockholder approval to Rule 5635(c)(4).

A complete copy of the 2017 EIP, as amended, is filed herewith as Exhibit 99.1. The above summary of the amendment to the 2017 EIP does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Stock Option Grants

On January 21, 2018, the Board approved the grant of stock options to certain of the Company’s executive officers. The following table sets forth the number of shares underlying the stock option grants to such executive officers:

Name

Title

Frank Jaksch

Chief Executive Officer

50,000

Robert Fried

President, Chief Operating Officer and Chief Strategy Officer

300,000

Troy Rhonemus

Senior Vice President and Chief Medical Officer

120,000

The stock options described above were granted under the 2017 EIP and have a per share exercise price equal to $5.85, the closing price of the Company’s common stock as reported on The NASDAQ Capital Market on January 19, 2018.

The options for Mr. Jaksch and Mr. Rhonemus are subject to a four-year vesting schedule, with 25% vesting one year after the vesting commencement date and the balance vesting monthly over the remaining 36 months, subject to the respective optionholder’s continuous service. 83,333 shares subject to the option for Mr. Fried were vested on the date of grant, and the remaining shares subject to the option for Mr. Fried will vest monthly over the next 26 months, subject to Mr. Fried’s continuous service.

The option for Mr. Jaksch provides for full vesting acceleration of all of the shares subject to the option if Mr. Jaksch resigns for good reason or is terminated without cause, subject to Mr. Jaksch entering into a separation, waiver and release agreement. The option for Mr. Fried provides for full vesting acceleration of all of the shares subject to the option upon (a) a change in control of the Company, (b) Mr. Fried’s death, (c) Mr. Fried’s disability, (d) termination by the Company of Mr. Fried’s employment without cause or (e) Mr. Fried’s resignation for good reason, subject in each case to Mr. Fried’s continuous service through such event. The option for Mr. Rhonemus provides for full vesting acceleration of all of the shares subject to the option if (i) a change in control of the Company occurs and (ii) within one month prior to the date of such change in control or up to 12 months after the date of such change in control Mr. Rhonemus’ employment relationship is terminated by the Company other than for cause.

Item 9.01.

Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.

Description

ChromaDex Corporation 2017 Equity Incentive Plan, as amended.


ChromaDex Corp. Exhibit
EX-99.1 2 ex99-1.htm CHROMADEX CORPORATION 2017 EQUITY INCENTIVE PLAN,…
To view the full exhibit click here

About CHROMADEX CORPORATION (NASDAQ:CDXC)

Chromadex Corporation and its subsidiaries ChromaDex, Inc., ChromaDex Analytics, Inc. and Spherix Consulting, Inc. provide research and quality-control products and services to the natural products industry. The Company allows its business units to discover, acquire, develop and commercialize ingredient technologies that address the dietary supplement, food, beverage, skin care and pharmaceutical markets. The Company operates through three segments: Ingredients, which develops, supplies and commercializes ingredient technologies; Core standards and contract services, which supplies phytochemical reference standards, which are small quantities of plant-based compounds used to research an array of attributes, reference materials and related contract services, and Scientific and regulatory consulting, which provides scientific and regulatory consulting to the clients in the food, supplement and pharmaceutical industries to manage health and regulatory risks.

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