Current Report — Form 8-K Filing Table of Contents
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1: 8-K Current Report HTML 21K
2: EX-99.1 First Amendment to Securities Purchase Agreement HTML 17K
3: EX-99.2 Press Release HTML 12K
EX-99.1 — First Amendment to Securities Purchase Agreement
THIS
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this
“Amendment”), dated as of
May 24, 2017, is entered into by and among ChromaDex Corporation, a
Delaware corporation (the “Company”), Champion River
Ventures Limited (“Champion River”) and
Pioneer Step Holdings Limited (“Pioneer Step” and
together with Champion River, the “Purchasers”). Capitalized
terms used but not defined herein shall have the meanings ascribed
to such terms in the Agreement (as defined below).
RECITALS
WHEREAS, the
Purchasers and the Company are party to that certain Securities
Purchase Agreement, dated as of April 26, 2017 (the
“Agreement”), pursuant to
which, among other things, the Company has agreed to issue and sell
to the Purchasers certain equity interests in the Company, on the
terms and subject to the conditions set forth in the
Agreement;
WHEREAS, the
Purchasers and the Company now desire to amend the Agreement in
accordance with Section 5.4 of the Agreement as set forth
herein.
AGREEMENT
NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
1. Amendment
to Signature Page of Champion River. The signature page of
Champion River is hereby amended to provide for such
Purchaser’s applicable Subscription Amount at the Second
Closing and, if applicable, Third Closing, and the number of Second
Closing Shares and, if applicable, Third Closing Shares, issuable
thereto:
Second Closing
Third Closing
Subscription
Amount
$9,833,948.80
$3,066,050.00
Shares
3,782,288
Second
Closing Shares
1,179,250
Third
Closing Shares
2.
Amendment to
Signature Page of Pioneer Step. The signature page of
Pioneer Step is hereby amended to provide for such
Purchaser’s applicable Subscription Amount at the Second
Closing and, if applicable, Third Closing, and the number of Second
Closing Shares and, if applicable, Third Closing Shares, issuable
thereto:
Second Closing
Third Closing
Subscription
Amount
$6,555,967.60
$2,044,034.20
Shares
2,521,526
Second
Closing Shares
786,167
Third
Closing Shares
3.
Miscellaneous.
Except as expressly set forth herein, all terms and provisions
contained in the Agreement shall remain in full force and effect
and are hereby ratified and confirmed. The provisions of this
Amendment shall be binding upon, and shall inure to the benefit of,
the successors and assigns of the Purchasers and the Company,
respectively. This Amendment shall be governed by and construed and
enforced in accordance with the internal laws of the State of New
York. This Amendment may be executed in counterparts, all of which
counterparts collectively shall constitute one agreement, binding
on the parties hereto, notwithstanding that all parties hereto are
not signatories to the same counterpart.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have
executed this Amendment as of the date first set forth
above.
COMPANY:
CHROMADEX
CORPORATION
By:
/s/ Frank
Jaksch
Name:
Frank Jaksch
Title:
Chief Executive Officer
[Signature Page to Amendment to Securities Purchase
Agreement]
IN WITNESS WHEREOF, the parties have
executed this Amendment as of the date first set forth
above.
