SEC Info - ChromaDex Corp. - ‘10-K’ for 12/30/17

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ChromaDex Corp. – ‘10-K’ for 12/30/17 – ‘EX-3.1’

On: Thursday, 3/15/18, at 4:37pm ET · For: 12/30/17 · Accession #: 1654954-18-2621 · File #: 1-37752

Previous ‘10-K’: ‘10-K’ on 3/16/17 for 12/31/16 · Next: ‘10-K’ on 3/7/19 for 12/31/18 · Latest: ‘10-K’ on 3/6/24 for 12/31/23 · 22 References:

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/15/18  ChromaDex Corp.                   10-K       12/30/17  104:9.3M                                   Blueprint/FA

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.18M 
 2: EX-3.1      Articles of Incorporation / Bylaws                  HTML     36K 
 3: EX-10.66    Material Contracts                                  HTML    328K 
 4: EX-10.72    Material Contracts                                  HTML     90K 
 5: EX-21.1     Subsidiaries of the Registrant                      HTML     25K 
 6: EX-23.1     Consents of Experts and Counsel                     HTML     29K 
 7: EX-31.1     Certification Pursuant to Rule 13A-14(A)/15D-14(A)  HTML     31K 
                Certifications Section 302 of the Sarbanes-Oxly                  
                Act of 2002                                                      
 8: EX-31.2     Certification Pursuant to Rule 13A-14(A)/15D-14(A)  HTML     31K 
                Certifications Section 302 of the Sarbanes-Oxly                  
                Act of 2002                                                      
 9: EX-32.1     Certificate Pursuant to Section 18 U.S.C. Pursuant  HTML     28K 
                to Section 906 of the Sarbanes-Oxley Act of 2002                 
16: R1          Document and Entity Information                     HTML     54K 
17: R2          Consolidated Balance Sheets                         HTML    114K 
18: R3          Consolidated Balance Sheets (Parenthetical)         HTML     42K 
19: R4          Consolidated Statements of Operations               HTML     96K 
20: R5          Consolidated Statement of Stockholders' Equity      HTML     68K 
21: R6          Consolidated Statement of Stockholders' Equity      HTML     28K 
                (Parenthetical)                                                  
22: R7          Consolidated Statements of Cash Flows               HTML    133K 
23: R8          Nature of Business and Liquidity                    HTML     32K 
24: R9          Significant Accounting Policies                     HTML     70K 
25: R10         Loss Per Share Applicable to Common Stockholders    HTML     38K 
26: R11         Intangible Assets                                   HTML     38K 
27: R12         Leasehold Improvements and Equipment                HTML     40K 
28: R13         Capitalized Lease Obligations                       HTML     32K 
29: R14         Line of Credit                                      HTML     32K 
30: R15         Income Taxes                                        HTML     54K 
31: R16         Related Party Transactions                          HTML     44K 
32: R17         Discontinued Operations                             HTML     88K 
33: R18         Share-Based Compensation                            HTML    131K 
34: R19         Stock Issuance                                      HTML     37K 
35: R20         Warrants                                            HTML     44K 
36: R21         Commitments and Contingencies                       HTML     73K 
37: R22         Business Segmentation and Geographical              HTML    100K 
                Distribution                                                     
38: R23         Other Expense                                       HTML     29K 
39: R24         Quarterly Financial Information (Unaudited)         HTML     77K 
40: R25         Subsequent Events                                   HTML     28K 
41: R26         Significant Accounting Policies (Policies)          HTML    127K 
42: R27         Significant Accounting Policies (Tables)            HTML     40K 
43: R28         Loss Per Share Applicable to Common Stockholders    HTML     37K 
                (Tables)                                                         
44: R29         Intangible Assets (Tables)                          HTML     38K 
45: R30         Leasehold Improvements and Equipment (Tables)       HTML     38K 
46: R31         Capitalized Lease Obligations (Tables)              HTML     31K 
47: R32         Income Taxes (Tables)                               HTML     54K 
48: R33         Related Party Transactions (Tables)                 HTML     38K 
49: R34         Discontinued Operations (Tables)                    HTML     78K 
50: R35         Share-Based Compensation (Tables)                   HTML    128K 
51: R36         Stock Issuance (Tables)                             HTML     31K 
52: R37         Warrants (Tables)                                   HTML     47K 
53: R38         Commitments and Contingencies (Tables)              HTML     38K 
54: R39         Business Segmentation and Geographical              HTML     97K 
                Distribution (Tables)                                            
55: R40         Quarterly Financial Information (Unaudited)         HTML     77K 
                (Tables)                                                         
56: R41         Nature of Business and Liquidity (Details           HTML     38K 
                Narrative)                                                       
57: R42         Significant Accounting Policies (Details)           HTML     32K 
58: R43         Significant Accounting Policies (Details 1)         HTML     32K 
59: R44         Significant Accounting Policies (Details 2)         HTML     43K 
60: R45         Significant Accounting Policies (Details            HTML     30K 
                Narrative)                                                       
61: R46         Loss Per Share Applicable to Common Stockholders    HTML     52K 
                (Details)                                                        
62: R47         Loss Per Share Applicable to Common Stockholders    HTML     29K 
                (Details Narrative)                                              
63: R48         Intangible Assets (Details)                         HTML     37K 
64: R49         Intangible Assets (Details 1)                       HTML     42K 
65: R50         Intangible Assets (Details Narrative)               HTML     29K 
66: R51         Leasehold Improvements and Equipment (Details)      HTML     46K 
67: R52         Leasehold Improvements and Equipment (Details       HTML     34K 
                Narrative)                                                       
68: R53         Capitalized Lease Obligations (Details)             HTML     45K 
69: R54         Capitalized Lease Obligations (Details Narrative)   HTML     28K 
70: R55         Line of Credit (Details Narrative)                  HTML     30K 
71: R56         Income Taxes (Details)                              HTML     43K 
72: R57         Income Taxes (Details 1)                            HTML     55K 
73: R58         Income Taxes (Details 2)                            HTML     67K 
74: R59         Income Taxes (Details Narrative)                    HTML     38K 
75: R60         Related Party Transactions (Details)                HTML     62K 
76: R61         Related Party Transactions (Details Narrative)      HTML     50K 
77: R62         Discontinued Operations (Details)                   HTML     66K 
78: R63         Discontinued Operations (Details 1)                 HTML     48K 
79: R64         Discontinued Operations (Details 2)                 HTML     46K 
80: R65         Discontinued Operations (Details 3)                 HTML     35K 
81: R66         Share-Based Compensation (Details)                  HTML     44K 
82: R67         Share-Based Compensation (Details 1)                HTML     83K 
83: R68         Share-Based Compensation (Details 2)                HTML     63K 
84: R69         Share-Based Compensation (Details 3)                HTML     66K 
85: R70         Share-Based Compensation (Details 4)                HTML     52K 
86: R71         Share-Based Compensation (Details 5)                HTML     77K 
87: R72         Share-Based Compensation (Details 6)                HTML     52K 
88: R73         Share-Based Compensation (Details Narrative)        HTML     45K 
89: R74         Stock Issuance (Details)                            HTML     39K 
90: R75         Warrants (Details)                                  HTML     55K 
91: R76         Warrants (Details 1)                                HTML     36K 
92: R77         Warrants (Details Narrative)                        HTML     27K 
93: R78         Commitments and Contingencies (Details)             HTML     44K 
94: R79         Commitments and Contingencies (Details 1)           HTML     31K 
95: R80         Commitments and Contingencies (Details 2)           HTML     38K 
96: R81         Commitments and Contingencies (Details Narrative)   HTML     46K 
97: R82         Business Segmentation and Geographical              HTML     89K 
                Distribution (Details)                                           
98: R83         Business Segmentation and Geographical              HTML     54K 
                Distribution (Details 2)                                         
99: R84         Business Segmentation and Geographical              HTML     32K 
                Distribution (Details Narrative)                                 
100: R85         Other Expense (Details Narrative)                   HTML     30K  
101: R86         Quarterly Financial Information (Unaudited)         HTML     74K  
                (Details)                                                        
103: XML         IDEA XML File -- Filing Summary                      XML    187K  
102: EXCEL       IDEA Workbook of Financial Reports                  XLSX    106K  
10: EX-101.INS  XBRL Instance -- cdxc-20171230                       XML   2.25M 
12: EX-101.CAL  XBRL Calculations -- cdxc-20171230_cal               XML    178K 
13: EX-101.DEF  XBRL Definitions -- cdxc-20171230_def                XML    522K 
14: EX-101.LAB  XBRL Labels -- cdxc-20171230_lab                     XML   1.37M 
15: EX-101.PRE  XBRL Presentations -- cdxc-20171230_pre              XML    994K 
11: EX-101.SCH  XBRL Schema -- cdxc-20171230                         XSD    264K 
104: ZIP         XBRL Zipped Folder -- 0001654954-18-002621-xbrl      Zip    173K

‘EX-3.1’ — Articles of Incorporation / Bylaws

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

C: C:

Blueprint

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

CHROMADEX CORPORATION

ChromaDex Corporation, a corporation organized and existing under the laws and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”).

DOES HEREBY CERTIFY:

1. The name of the Corporation is ChromaDex Corporation.

2. The Corporation was originally incorporated under the name Cody Resources, Inc. The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was June 19, 2008 (the “Initial Certificate”). The date of the filing of the name change to ChromaDex Corporation with the Secretary of State of the State of Delaware was June 20, 2008 (together with the Initial Certificate, the “Original Certificate of Incorporation”).

3. This Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation and holders of a majority of shares entitled to vote thereon pursuant to the applicable provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware.

4. The Original Certificate of Incorporation, shall be amended and restated in its entirety to read as follows:

The name of this corporation is ChromaDex Corporation.

II.

The address, including street, number, city and country, of the registered office of the corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware, 19801; and the name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

III.

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

IV.

The Corporation is authorized to issue one class of stock, which shall be designated as “Common Stock”. The total number of shares of Common Stock the Corporation is authorized to issue is One Hundred Fifty Million (150,000,000) with a par value of $.001 per share.

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the corporation.

The number of directors of the corporation shall be fixed from time to time by a bylaw or amendment thereof duly adopted by the Board of Directors or by the stockholders.

VI.

The election of directors need not be by written ballot unless the Bylaws of the corporation shall so provide.

VII.

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the corporation.

VIII.

The corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as the same exists or as may hereafter be amended and supplemented from time to time, indemnify any and all directors and officers whom it shall have the power to indemnify under said Section 145 from and against any and all of the expenses, liabilities, or other matters referred to or covered by said Section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of the heirs, executors, and administrators of such a person. To the fullest extent permitted by Delaware law, as it may be amended from time to time, no director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director.

IX.

The corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.

IN WITNESS WHEREOF, ChromaDex Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by Frank L. Jaksch, Jr., its President and Chief Executive Officer, this 20th day of May, 2010.


CHROMADEX CORPORATION

By:		/s/ Frank L. Jaksch, Jr. C:
		Frank L. Jaksch, Jr., President and Chief Executive Officer

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	3/15/18
For Period end:	12/30/17
	6/20/08	8-K, 8-K/A
	6/19/08
		List all Filings

22 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/06/24  ChromaDex Corp.                   10-K       12/31/23   95:9.1M                                   Workiva Inc Wde… FA01/FA
11/08/23  ChromaDex Corp.                   10-Q        9/30/23   68:6.8M                                   Workiva Inc Wde… FA01/FA
 8/09/23  ChromaDex Corp.                   10-Q        6/30/23   63:6.6M                                   Workiva Inc Wde… FA01/FA
 6/22/23  ChromaDex Corp.                   S-8         6/22/23    4:75K                                    Computershare C… Svcs/FA
 6/22/23  ChromaDex Corp.                   S-3                    7:1M                                     Computershare C… Svcs/FA
 5/10/23  ChromaDex Corp.                   10-Q        3/31/23   60:5.6M                                   Workiva Inc Wde… FA01/FA
 3/08/23  ChromaDex Corp.                   10-K       12/31/22   93:9.2M                                   Workiva Inc Wde… FA01/FA
11/03/22  ChromaDex Corp.                   S-3                    4:213K                                   Disclosure Law Group/FA
11/02/22  ChromaDex Corp.                   10-Q        9/30/22   62:21M                                    Workiva Inc Wde… FA01/FA
 8/10/22  ChromaDex Corp.                   10-Q        6/30/22   59:6.7M                                   Workiva Inc Wde… FA01/FA
 5/12/22  ChromaDex Corp.                   10-Q        3/31/22   64:5.6M                                   Workiva Inc Wde… FA01/FA
 3/14/22  ChromaDex Corp.                   10-K       12/31/21   91:9.9M                                   Workiva Inc Wde… FA01/FA
11/03/21  ChromaDex Corp.                   10-Q        9/30/21   62:7.1M                                   Workiva Inc Wde… FA01/FA
 8/03/21  ChromaDex Corp.                   10-Q        6/30/21   62:7.3M                                   Workiva Inc Wde… FA01/FA
 5/06/21  ChromaDex Corp.                   10-Q        3/31/21   63:4.6M                                   Blueprint/FA
 3/23/21  ChromaDex Corp.                   S-3                    3:300K                                   Blueprint/FA
 3/12/21  ChromaDex Corp.                   10-K       12/31/20   98:7.7M                                   Blueprint/FA
11/04/20  ChromaDex Corp.                   10-Q        9/30/20   73:5.7M                                   Blueprint/FA
 8/18/20  ChromaDex Corp.                   S-8         8/18/20    3:95K                                    Blueprint/FA
 8/06/20  ChromaDex Corp.                   10-Q        6/30/20   65:5.2M                                   Blueprint/FA
 2/08/19  SEC                               UPLOAD¶     3/08/19    2:45K  ChromaDex Corp.
11/29/18  SEC                               UPLOAD¶     3/08/19    2:48K  ChromaDex Corp.

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Filing Submission 0001654954-18-002621 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)