CHROMADEX CORPORATION (NASDAQ:CDXC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on August 13, 2019, 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 an aggregate of $7.0 million of the Company’s Common Stock, par value $0.001 per share (“Common Stock”) at a purchase price of $4.465 per share (the “Financing”). On August 15, 2019, the Company closed the Financing, and, in connection therewith, issued 1,567,748 shares of its Common Stock (the “Shares”) to the Purchasers. The Shares are not registered under the Securities Act of 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 Shares 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.
On August 15, 2019, in connection with the closing of the Financing, the Company entered into a Registration Rights Agreement with the Purchasers (the “Registration Rights Agreement”). to the Registration Rights Agreement, the Company agreed to (i) file one or more registration statements with the Securities and Exchange Commission to cover the resale of the Shares, (ii) use its reasonable best efforts to have all such registration statements declared effective within the timeframes set forth in the Registration Rights Agreement, and (iii) use its 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 because the Company has failed to satisfy the current public information requirement of Rule 144 under the Securities Act, the Company 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 foregoing description of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is attached to this Current Report as Exhibit 99.1.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.
In addition, as previously disclosed, on May 9, 2019, the Company entered intoa Note Purchase Agreement with Winsave Resources Limited and Pioneer Step Holdings Limited (the“Note Purchasers”), to which the Company sold and issued convertible promissory notes (the “Notes”) in the aggregate principal amount of $10.0 million to the Note Purchasers. The Notes provided that the entire outstanding principal balance and all unpaid accrued interest thereon would automatically convert into shares of Common Stock on August 15, 2019 (the “Maturity Date”), at a conversion price equal to the lesser of (i) $4.59, or (ii) if one or more Common Stock financings occur on or prior to the Maturity Date, the lowest price per share at which the shares of Common Stock are issued in all such financings. On the Maturity Date, the Notes, with an aggregate principal amount of $10.0 million, were converted at a conversion price of $4.465 into 2,267,254 shares of Common Stock (the “Conversion Shares”). The Conversion Shares are not registered under 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 Section3(a)(9) under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
ChromaDex Corp. Exhibit
EX-99.1 2 ex99-1.htm REGISTRATION RIGHTS AGREEMENT,…
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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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