Registration Statement – Securities for a Transaction — Form S-3 — SA’33 Filing Table of Contents
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Approximate date of commencement of proposed sale to the
public:
From
time to time after the effective date of this registration
statement.
If the
only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box: ☐
If any
of the securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box: ☒
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering: ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering:
☐
If this
Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Securities and Exchange Commission
pursuant to Rule 462(e) under the Securities Act, check the
following box: ☐
If this
Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box:
☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of
“large accelerated
filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging
growth company
☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of the Securities Act: ☐
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered
Amount to be registered(1)
Proposed
maximum
offering price per share(2)
Proposed
maximum
aggregate
offering price(2)
Amount of the registration fee
Common
Stock, par value $0.001 per share
3,846,153
$11.83
$45,499,989.99
$4,964.04
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended,
the shares being registered hereunder include such indeterminate
number of additional shares of common stock as may be issuable as a
result of stock splits, stock dividends or similar transactions
with respect to the shares being registered hereunder.
(2)
With respect to the shares of common stock being registered
hereunder, estimated pursuant to Rule 457(c) of the Securities Act
of 1933, as amended, solely for the purpose of computing the amount
of the registration fee, based upon the average of the high and low
prices of ChromaDex Corporation’s common stock on March 19,2021, a date within five business days prior to the filing of this
registration statement, on The Nasdaq Capital Market, which
was $11.83.
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933, as amended, or until this registration statement shall become
effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be
changed. The selling stockholder may not sell or accept an offer to
buy the securities under this prospectus until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any
jurisdiction where such offer or sale is not
permitted.
This
prospectus relates to the offer and resale by a selling stockholder
from time to time of up to 3,846,153 shares of our common stock, par
value $0.001 per share (“Common Stock”).
The
selling stockholder 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
stockholder may sell its shares of Common Stock in the section
entitled “Plan of
Distribution” on page 9.
The selling stockholder 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 stockholder.
Our
common stock is listed on The Nasdaq Capital Market under the
symbol “CDXC.” On March 22, 2021, the closing sale
price of our Common Stock on The Nasdaq Capital Market was
$10.39 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.
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
the 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 stockholder is 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,” the “Company,”
“registrant,” “we,” “us,” and “our” refer to ChromaDex Corporation and
its consolidated subsidiaries. The phrase “this prospectus” refers to this prospectus and any
applicable prospectus supplement, unless the context requires
otherwise.
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:
●
our
business;
●
our
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;
●
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.
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 global bioscience company dedicated to healthy
aging. The ChromaDex team, which includes world-renowned
scientists, is pioneering research on nicotinamide adenine
dinucleotide (“NAD+”), levels of which decline with
age.
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 NAD+ depletion, such as poor diet, alcohol
consumption and a number of disease states. NAD+ levels may also be
increased, including through calorie restriction and moderate
exercise. Healthy aging, mitochondrial health and NAD+ continue to
be areas of focus in the research community. As of 2020, there were
over 350 published human clinical studies related to NAD+. The
areas of study include understanding NAD+’s role in
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 preclinical 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 the U.S. Food and Drug Administration’s new dietary
ingredient (“NDI”) notification program, has been
successfully notified to the U.S. Food and Drug Administration (the
“FDA”) as generally recognized as safe
(“GRAS”), and has been approved as safe by Health
Canada, the European Commission and the Therapeutic Goods
Administration of Australia. Clinical studies of NIAGEN® have
demonstrated a variety of outcomes including increased NAD+ levels,
increased cellular metabolism and increased energy production.
NIAGEN® is the trade name for our proprietary ingredient NR,
and is protected by patents to which we are the exclusive
licensee.
ChromaDex is among the world leaders in the emerging NAD+ space.
ChromaDex has amassed more than 200 research 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. Additional 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. Rudy 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, Dr. Brunie Felding, Associate Professor,
Department of Molecular Medicine at Scripps Research Institute,
California Campus, and Dr. David Katz, the founder and former
director of Yale University’s Yale-Griffin Prevention
Research Center.
On February 20, 2021, we entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with the purchaser
named therein (the “Purchaser”), pursuant to which we
agreed to sell and issue an aggregate of $25.0 million of our
Common Stock at a purchase price of $6.50 per share (the
“Financing”). On February 23, 2021, we closed the
Financing and issued an aggregate of 3,846,153 shares of Common
Stock to the Purchaser.
The shares of Common Stock issued to the Purchaser 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 its execution of the Purchase Agreement, the
Purchaser represented to us that it is an “accredited
investor” as defined in Regulation D of the Securities Act
and that the shares of Common Stock purchased by it were being
acquired solely for its own account and for investment purposes and
not with a view to its future sale or distribution.
On February 20, 2021, in connection with the Financing, we entered
into a Registration Rights Agreement with the Purchaser (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
Purchaser, (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 Purchaser is 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 Purchaser 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 Purchaser pursuant to the Purchase Agreement (the
“Shares”). When we refer to the selling stockholder in
this prospectus, we are referring to the Purchaser named in this
prospectus as the selling stockholder 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 stockholder 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, California90024. 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.
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, 2020, as filed
with the SEC on March 12, 2021, 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 stockholder. We will not receive any proceeds from the sale
of the Shares by the selling stockholder.
The
selling stockholder, or its donees,
pledgees, assignees, transferees or other
successors-in-interest, is offering for resale, from time to
time, up to an aggregate of 3,846,153 Shares. The foregoing
Shares represent all shares of
our Common Stock issued to the selling stockholder in connection
with the Financing. The following table sets forth certain
information with respect to beneficial ownership of our Common
Stock as of March 15, 2021
by the selling stockholder, as determined in accordance with Rule
13d-3 of the Exchange Act. This information has been obtained from
the selling stockholder 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 stockholder pursuant to this prospectus. However, because
the selling stockholder may sell all or some of its 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 stockholder or that will be held by the selling
stockholder after completion of any sales. We do not know how long
the selling stockholder will hold the Shares before selling them.
Information concerning the selling stockholder 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
C:
Shares of Common Stock Beneficially Owned Prior to this
Offering(1)
Maximum Number of Shares of Common Stock
Shares of Common Stock Beneficially Owned After this
Offering(1)(2)
Number
Percentage
Being Offered
Number
Percentage
EverFund(3)
3,846,153
5.8%
3,846,153
-
-%
(1)
“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 March
15, 2021, and the percentage is
based upon 66,757,335 shares
of our Common Stock outstanding as of March
15, 2021.
(2)
Assumes sale of all Shares available for sale under this prospectus
and no further acquisitions of shares of Common Stock by the
selling stockholders.
(3)
EverFund beneficially owns and has sole voting and dispositive
power with respect to 3,846,153 shares (the “Shares”).
In addition to the number of shares reported above, Yong Rong
Global Excellence Fund (“YRGE”) holds 1,673,649 shares
of the Company underlying swaps. Yong Rong (HK) Asset Management
Limited is the investment manager of EverFund and YRGE. CAI
Xiaoxiao, by virtue of being the Portfolio Manager of EverFund, may
be deemed to beneficially own and have voting and dispositive power
with respect to the Shares. HUANG Yong, by virtue of being the
Portfolio Manager of YRGE, may be deemed to beneficially own and
have voting and dispositive power with respect to the shares
underlying swaps held by YRGE. The registered office of EverFund
and YRGE is PO Box 309, Ugland House, Grand Cayman, KY1-1104,
Cayman Islands (c/o Yong Rong (HK) Asset Management Ltd, the
Investment Manager to EverFund, at Suite 3008, 30/F, Two Exchange
Square, 8 Connaught Place, Central, Hong Kong).
Relationship with Selling Stockholder
As
discussed in greater detail above under the section titled
“Prospectus Summary—Private
Placements” in
February 2021, we entered into the Purchase Agreement with the
selling stockholder pursuant to which we sold and issued shares of
our Common Stock and also entered into the Registration Rights
Agreement with the selling stockholder 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 stockholder.
The
selling stockholder has not held any position or office with us or
our affiliates within the last three years and has not 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 stockholder 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 stockholder of the
Shares. We will bear all fees and expenses incident to our
obligation to register the Shares.
The
selling stockholder may sell all or a portion of the Shares
beneficially owned by it 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 stockholder 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 stockholder 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;
●
purchases
by a broker-dealer as principal and resale by the broker-dealer for
its account;
●
an
exchange distribution in accordance with the rules of the
applicable exchange;
●
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 stockholder 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 stockholder 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 stockholder may arrange for other
broker-dealers to participate in sales. If the selling stockholder
effects 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 stockholder
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 stockholder 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 stockholder 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 stockholder 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
stockholder 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 stockholder 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
stockholder has been advised that it 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 stockholder may, from time to time, pledge or grant a
security interest in some or all of the Shares owned by it and, if
the selling stockholder defaults in the performance of its 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 stockholder 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 stockholder 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. If the selling
stockholder who is an “underwriter” within the meaning of Section 2(11)
of the Securities Act, it 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.
The
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
the 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
the 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 the selling stockholder will sell any or
all of the Shares registered pursuant to the registration statement
of which this prospectus forms a part.
The
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 stockholder 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 stockholder in an amount not to
exceed $50,000. We will indemnify the selling stockholder against
certain liabilities, including some liabilities under the
Securities Act, in accordance with the Registration Rights
Agreement, or the selling stockholder will be entitled to
contribution. We may be indemnified by the selling stockholder
against civil liabilities, including liabilities under the
Securities Act, that may arise from any written information
furnished to us by the selling stockholder 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
stockholder 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.
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.
our
Annual Report on Form 10-K for the fiscal year ended December 31,2020, filed with the SEC on
March 12, 2021 (the “2020 10-K”);
●
our
Current Reports on Form 8-K (other than information furnished
rather than filed) filed with the SEC on
February 22, 2021 and
February 25, 2021; 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, including exhibit 4.6 of
the 2020 10-K.
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 (including documents filed after the date of the initial
registration statement of which this prospectus is a part and prior
to the effectiveness of the registration statement).
You may
request a copy of these filings at no cost, by contacting us at the
following address or telephone number:
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, California90024,
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.
The
following is a statement of the estimated expenses to be incurred
by us in connection with the registration of the securities under
this registration statement, all of which will be borne by
us.
Securities
and Exchange Commission Registration Fee
$4,959.86
Legal
Fees and Expenses
$120,000
Accountants’
Fees and Expenses
$20,000
Miscellaneous
$5,040.14
Total
$150,000
Item 15.
Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law (the “DGCL”) empowers a Delaware corporation to
indemnify any persons who are, or are threatened to be made,
parties to any threatened, pending, or completed legal action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer
or director of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee, or
agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys’ fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit, or proceeding,
provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
corporation’s best
interests, and, for criminal proceedings, had no reasonable cause
to believe his conduct was illegal. A Delaware corporation may
indemnify officers and directors in an action by or in the right of
the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the corporation in
the performance of his duty. Where an officer or director is
successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the
expenses which such officer or director actually and reasonably
incurred.
Our
certificate of incorporation and bylaws provide that we will
indemnify our directors and officers to the fullest extent
permitted by Delaware law, except that no indemnification will be
provided to a director, officer, employee, or agent if the
indemnification sought is in connection with a proceeding initiated
by such person without the authorization of our board of directors.
The bylaws also provide that the right of directors and officers to
indemnification shall be a contract right and shall not be
exclusive of any other right now possessed or hereafter acquired
under any statute, provision of the certificate of incorporation,
bylaw, agreement, vote of stockholders or disinterested directors
or otherwise. The bylaws also permit us to secure insurance on
behalf of any officer, director, employee, or other agent for any
liability arising out of his or her actions in such capacity,
regardless of whether the bylaws would permit indemnification of
any such liability.
Section
102(b)(7) of the DGCL provides that directors shall not be
personally liable for monetary damages for breaches of their
fiduciary duty as directors except for (i) breaches of their duty
of loyalty to us or our stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or knowing
violations of law, (iii) certain transactions under Section 174 of
the DGCL (unlawful payment of dividends or unlawful stock purchases
or redemptions), or (iv) transactions from which a director derives
an improper personal benefit. Our certificate of incorporation
includes such a provision. The effect of this provision is to
eliminate the personal liability of directors for monetary damages
or actions involving a breach of their fiduciary duty of care,
including any actions involving gross negligence.
In
addition, we have entered into indemnification agreements with our
directors and officers that require us, among other things, to
indemnify them against certain liabilities that may arise by reason
of their status or service, so long as the indemnitee acted in good
faith and in a manner the indemnitee reasonably believed to be in
or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, the indemnitee had no
reasonable cause to believe his or her conduct was unlawful. We
also maintain director and officer liability insurance to insure
our directors and officers against the cost of defense, settlement
or payment of a judgment under specified circumstances.
Amendment to Asset Purchase Agreement, dated as of September 5,2017, by and among the Registrant, Covance Laboratories Inc.,
ChromaDex, Inc. and ChromaDex Analytics, Inc. (incorporated by
reference to Exhibit 2.2 to the Registrant’s Quarterly Report
on Form 10-Q filed with the SEC on November 9, 2017).
Form of Stock Certificate representing shares of the
Registrant’s Common Stock (new design effective as of January1, 2016, incorporated by reference to Exhibit 4.4 to the
Registrant’s Annual Report on Form 10-K filed with the SEC on
March 17, 2016).
Form of Stock Certificate representing shares of the
Registrant’s Common Stock (new design effective as of
December 10, 2018, incorporated by reference to Exhibit 4.5 to the
Registrant’s Annual Report on Form 10-K filed with the SEC on
March 07, 2019).
Tag-Along Agreement, effective as of December 31, 2005, by and
among the Registrant, Frank Louis Jaksch, Snr. & Maria Jaksch,
Trustees of the Jaksch Family Trust, Margery Germain, Lauren
Germain, Emily Germain, Lucie Germain, Frank Louis Jaksch, Jr., and
the University of Mississippi Research Foundation (incorporated by
reference to Exhibit 4.2 to the Registrant’s Current Report
on Form 8-K filed with the SEC on June 24, 2008).
Schedules
have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
Registrant undertakes to furnish supplemental copies of any of such
omitted schedules upon request by the SEC.
+
This
Exhibit has been granted confidential treatment and has been filed
separately with the SEC. The confidential portions of this Exhibit
have been omitted and are marked by an asterisk.
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
(i)
to include any
prospectus required by Section 10(a)(3) of the Securities
Act;
(ii)
to reflect in the
prospectus any facts or events arising after the effective date of
the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the
effective registration statement;
(iii)
to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration
statement;
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of
this section do not apply if the registration statement is on Form
S-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or
furnished to the SEC by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement, or is contained in a form
of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
(2)
That, for the
purpose of determining any liability under the Securities Act, each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3)
To remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination
of the offering.
(4)
That, for the
purpose of determining liability under the Securities Act to any
purchaser:
(i)
each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed
to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration
statement; and
(ii)
each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7)
as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii)
or (x) for the purpose of providing the information required by
Section 10(a) of the Securities Act shall be deemed to be part of
and included in the registration statement as of the earlier of the
date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the
securities in the registration statement to which the prospectus
relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective
date.
(b)
The undersigned
registrant undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the
registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c)
Insofar as
indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted
by such director, officer, or controlling person of the registrant
in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
Pursuant
to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on March 23,2021.
KNOW
ALL PERSONS BY THESE PRESENTS, THAT each person whose signature
appears below constitutes and appoints Robert Fried and Kevin M.
Farr, and each of them, as his or her true and lawful
attorney-in-fact and agent, each acting alone, with full power of
substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or
her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
