CHROMADEX CORPORATION (NASDAQ:CDXC) Files An 8-K Entry into a Material Definitive Agreement

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CHROMADEX CORPORATION (NASDAQ:CDXC) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On April 26, 2017, ChromaDex Corporation (the Company) entered
into a Securities Purchase Agreement (the Purchase Agreement)
with certain purchasers named therein (the Purchasers), to which
the Company agreed to sell and issue up to $25.0 million of its
Common Stock at a purchase price of $2.60 per share in three
tranches of approximately $3.5 million, $16.4 million and $5.1
million, respectively. The first tranche is expected to close on
April 27, 2017, to which the Company will issue 1,346,154 shares
of its Common Stock. The second tranche is expected to occur
within 30 days of the closing of the first tranche, to which the
Company has agreed to issue 6,303,814 shares of its Common Stock.
The third tranche is expected to occurfollowing a related
stockholder approval to be solicited as soon as possible after
completion of the second tranche.
Subject to completion of the second tranche, the Purchase
Agreement requires that the Companys Board of Directors (the
Board) increase the number of authorized directors so as to
create two vacant seats on the Board, which vacancies shall be
filled by nominees selected by the Purchasers on a date following
the Companys 2017 Annual Meeting of Stockholders.
At the closing of the first tranche and unless otherwise waived,
the Purchase Agreement requires that the Company and the
Purchasers promptly enter into a Registration Rights Agreement in
form and substance reasonably acceptable to the Purchasers (the
Registration Rights Agreement) with respect to the shares of the
Companys Common Stock acquired under the Purchase Agreement, the
terms of which shall be described in a subsequent Current Report
on Form 8-K filed by the Company.
The foregoing description of the Purchase Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement, a copy of which is attached
to this Current Report as Exhibit 99.1. On April 27, 2017, the
Company also issued a press release announcing the pricing of the
financing. A copy of the press release is attached as Exhibit
99.2 hereto.
The shares of the Companys common stock being sold to the
Purchase Agreement are not registered under the Securities Act of
the 1933, as amended (the Securities Act), or any state
securities laws. The Company has 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 the Purchasers execution of the Purchase
Agreement, the Purchasers represented to the Company that they
are each an accredited investor as defined in Regulation D of the
Securities Act and that the securities purchased by them were
acquired solely for their own account and for investment purposes
and not with a view to the future sale or distribution.
Forward-Looking Statements
Statements in this report that are not statements of historical
fact are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include, without limitation,
statements with respect to the completion, timing and size of the
offering, the expected proceeds from the offering and the
issuance of shares in connection with the transaction described
above. Because such statements are subject to risks and
uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements. Words
such as believes, anticipates, plans, expects,intends, will,
goal, potential and similar expressions are intended to identify
forward-looking statements, though not all forward-looking
statements necessarily contain these identifying words. These
forward-looking statements are based upon the Companys current
expectations and involve a number of risks and uncertainties,
including the risks and uncertainties described in the Companys
Annual on Form 10-K for the year ended December 31, 2016, as
filed with the Securities Exchange Commission and other filings
submitted by the Company. Actual results and the timing of events
could differ materially from those anticipated in such
forward-looking statements as a result of these risks and
uncertainties. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
of this report. All forward-looking statements are qualified in
their entirety by this cautionary statement, and the Company
undertakes no obligation to revise or update any forward-looking
statements to reflect events or circumstances after the date of
this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
99.1
Securities Purchase Agreement dated April 26, 2017, by
and among the Company and the Purchasers.
99.2
Press Release dated April 27, 2017.


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.

CHROMADEX CORPORATION (NASDAQ:CDXC) Recent Trading Information

CHROMADEX CORPORATION (NASDAQ:CDXC) closed its last trading session up +0.14 at 2.50 with 189,788 shares trading hands.