SEC Info - ChromaDex Corp. - ‘10-K’ for 12/31/16

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ChromaDex Corp. – ‘10-K’ for 12/31/16 – ‘EX-3.1’

On: Thursday, 3/16/17, at 4:06pm ET · For: 12/31/16 · Accession #: 1654954-17-2092 · File #: 1-37752

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

 3/16/17  ChromaDex Corp.                   10-K       12/31/16   99:8.6M                                   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   1.10M 
 2: EX-3.1      Articles of Incorporation / Bylaws                  HTML     36K 
 3: EX-10.60    Material Contracts                                  HTML    188K 
 4: EX-10.61    Material Contracts                                  HTML     54K 
 5: EX-10.62    Material Contracts                                  HTML     57K 
 6: EX-10.64    Material Contracts                                  HTML     34K 
 7: EX-10.65    Material Contracts                                  HTML    112K 
 8: EX-21.1     Subsidiaries of the Registrant                      HTML     25K 
 9: EX-23.1     Consents of Experts and Counsel                     HTML     28K 
10: EX-31.1     Certification Pursuant to Rule 13A-14(A)/15D-14(A)  HTML     30K 
                Certifications Section 302 of the Sarbanes-Oxly                  
                Act of 2002                                                      
11: EX-31.2     Certification Pursuant to Rule 13A-14(A)/15D-14(A)  HTML     30K 
                Certifications Section 302 of the Sarbanes-Oxly                  
                Act of 2002                                                      
12: EX-32.1     Certificate Pursuant to Section 18 U.S.C. Pursuant  HTML     28K 
                to Section 906 of the Sarbanes-Oxley Act of 2002                 
19: R1          Document and Entity Information                     HTML     53K 
20: R2          Consolidated Balance Sheets                         HTML    102K 
21: R3          Consolidated Balance Sheets (Parenthetical)         HTML     35K 
22: R4          Consolidated Statements of Operations               HTML     76K 
23: R5          Consolidated Statement of Stockholders' Equity      HTML     85K 
24: R6          Consolidated Statements of Cash Flows               HTML    145K 
25: R7          Nature of Business and Liquidity                    HTML     34K 
26: R8          Significant Accounting Policies                     HTML     66K 
27: R9          Reverse Stock Split                                 HTML     27K 
28: R10         Loss Per Share Applicable to Common Stockholders    HTML     39K 
29: R11         Intangible Assets                                   HTML     40K 
30: R12         Leasehold Improvements and Equipment                HTML     37K 
31: R13         Capitalized Lease Obligations                       HTML     34K 
32: R14         Loan Payable                                        HTML     63K 
33: R15         Income Taxes                                        HTML     65K 
34: R16         Share-Based Compensation                            HTML    130K 
35: R17         Stock Issuance                                      HTML     40K 
36: R18         Warrants                                            HTML     44K 
37: R19         Commitments and Contingencies                       HTML     58K 
38: R20         Related Party Transactions                          HTML     35K 
39: R21         Business Segmentation and Geographical              HTML    102K 
                Distribution                                                     
40: R22         Quarterly Financial Information (Unaudited)         HTML     80K 
41: R23         Subsequent Events                                   HTML     32K 
42: R24         Significant Accounting Policies (Policies)          HTML    118K 
43: R25         Significant Accounting Policies (Tables)            HTML     38K 
44: R26         Loss Per Share Applicable to Common Stockholders    HTML     37K 
                (Tables)                                                         
45: R27         Intangible Assets (Tables)                          HTML     38K 
46: R28         Leasehold Improvements and Equipment (Tables)       HTML     34K 
47: R29         Capitalized Lease Obligations (Tables)              HTML     31K 
48: R30         Loan Payable (Tables)                               HTML     46K 
49: R31         Income Taxes (Tables)                               HTML     54K 
50: R32         Share-Based Compensation (Tables)                   HTML    121K 
51: R33         Stock Issuance (Tables)                             HTML     30K 
52: R34         Warrants (Tables)                                   HTML     48K 
53: R35         Commitments and Contingencies (Tables)              HTML     38K 
54: R36         Business Segmentation and Geographical              HTML     97K 
                Distribution (Tables)                                            
55: R37         Quarterly Financial Information (Unaudited)         HTML     80K 
                (Tables)                                                         
56: R38         Nature of Business and Liquidity (Details           HTML     39K 
                Narrative)                                                       
57: R39         Significant Accounting Policies (Details)           HTML     33K 
58: R40         Significant Accounting Policies (Details 1)         HTML     38K 
59: R41         Significant Accounting Policies (Details            HTML     34K 
                Narrative)                                                       
60: R42         Loss Per Share Applicable to Common Stockholders    HTML     58K 
                (Details)                                                        
61: R43         Loss Per Share Applicable to Common Stockholders    HTML     28K 
                (Details Narrative)                                              
62: R44         Intangible Assets (Details)                         HTML     34K 
63: R45         Intangible Assets (Details 1)                       HTML     42K 
64: R46         Intangible Assets (Details Narrative)               HTML     35K 
65: R47         Leasehold Improvements and Equipment (Details)      HTML     46K 
66: R48         Leasehold Improvements and Equipment (Details       HTML     33K 
                Narrative)                                                       
67: R49         Capitalized Lease Obligations (Details)             HTML     45K 
68: R50         Capitalized Lease Obligations (Details Narrative)   HTML     28K 
69: R51         Loan Payable (Details)                              HTML     35K 
70: R52         Loan Payable (Details 1)                            HTML     39K 
71: R53         Loan Payable (Details 2)                            HTML     36K 
72: R54         Loan Payable (Details Narrative)                    HTML     38K 
73: R55         Income Taxes (Details)                              HTML     44K 
74: R56         Income Taxes (Details 1)                            HTML     52K 
75: R57         Income Taxes (Details 2)                            HTML     67K 
76: R58         Income Taxes (Details Narrative)                    HTML     42K 
77: R59         Share-Based Compensation (Details)                  HTML     38K 
78: R60         Share-Based Compensation (Details 1)                HTML     79K 
79: R61         Share-Based Compensation (Details 2)                HTML     61K 
80: R62         Share-Based Compensation (Details 3)                HTML     52K 
81: R63         Share-Based Compensation (Details 4)                HTML     83K 
82: R64         Share-Based Compensation (Details 5)                HTML     50K 
83: R65         Share-Based Compensation (Details Narrative)        HTML     44K 
84: R66         Stock Issuance (Details)                            HTML     42K 
85: R67         Warrants (Details)                                  HTML     57K 
86: R68         Warrants (Details 1)                                HTML     36K 
87: R69         Warrants (Details Narrative)                        HTML     27K 
88: R70         Commitments and Contingencies (Details)             HTML     44K 
89: R71         Commitments and Contingencies (Details 1)           HTML     31K 
90: R72         Commitments and Contingencies (Details 2)           HTML     38K 
91: R73         Commitments and Contingencies (Details Narrative)   HTML     44K 
92: R74         Business Segmentation and Geographical              HTML     97K 
                Distribution (Details)                                           
93: R75         Business Segmentation and Geographical              HTML     33K 
                Distribution (Details 1)                                         
94: R76         Business Segmentation and Geographical              HTML     48K 
                Distribution (Details 2)                                         
95: R77         Business Segmentation and Geographical              HTML     31K 
                Distribution (Details Narrative)                                 
96: R78         Quarterly Financial Information (Unaudited)         HTML     76K 
                (Details)                                                        
98: XML         IDEA XML File -- Filing Summary                      XML    172K 
97: EXCEL       IDEA Workbook of Financial Reports                  XLSX     94K 
13: EX-101.INS  XBRL Instance -- cdxc-20161231                       XML   2.02M 
15: EX-101.CAL  XBRL Calculations -- cdxc-20161231_cal               XML    165K 
16: EX-101.DEF  XBRL Definitions -- cdxc-20161231_def                XML    449K 
17: EX-101.LAB  XBRL Labels -- cdxc-20161231_lab                     XML   1.36M 
18: EX-101.PRE  XBRL Presentations -- cdxc-20161231_pre              XML    889K 
14: EX-101.SCH  XBRL Schema -- cdxc-20161231                         XSD    260K 
99: ZIP         XBRL Zipped Folder -- 0001654954-17-002092-xbrl      Zip    159K

‘EX-3.1’ — Articles of Incorporation / Bylaws

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

C: C:

SEC Connect

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.

-1-

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

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Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	3/16/17	8-K
For Period end:	12/31/16
	6/20/08	8-K, 8-K/A
	6/19/08
		List all Filings

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Filing Submission 0001654954-17-002092 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)