SEC Info - ChromaDex Corp. - ‘10-Q’ for 9/30/17

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ChromaDex Corp. – ‘10-Q’ for 9/30/17 – ‘EX-2.3’

On: Thursday, 11/9/17, at 4:00pm ET · For: 9/30/17 · Accession #: 1654954-17-10302 · File #: 1-37752

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

11/09/17  ChromaDex Corp.                   10-Q        9/30/17   61:5.2M                                   Blueprint/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    625K 
 2: EX-2.2      Asset Purchase Agreement                            HTML    360K 
 3: EX-2.3      Amendment to Asset Purchase Agreement               HTML     32K 
 4: EX-10.2     Fifth Business Financing Modification Agreement     HTML     49K 
 5: EX-31.1     Certification Pursuant to Rule 13A-14(A)/15D-14(A)  HTML     23K 
                Certifications Section 302 of the Sarbanes-Oxly                  
                Act of 2002                                                      
 6: EX-31.2     Certification Pursuant to Rule 13A-14(A)/15D-14(A)  HTML     23K 
                Certifications Section 302 of the Sarbanes-Oxly                  
                Act of 2002                                                      
 7: EX-32       Certificate Pursuant to Section 18 U.S.C. Pursuant  HTML     19K 
                to Section 906 of the Sarbanes-Oxley Act of 2002                 
14: R1          Document and Entity Information                     HTML     43K 
15: R2          Condensed Consolidated Balance Sheets (Unaudited)   HTML    106K 
16: R3          Condensed Consolidated Balance Sheets (Unaudited)   HTML     34K 
                (Parenthetical)                                                  
17: R4          Condensed Consolidated Statements of Operations     HTML    113K 
                (Unaudited)                                                      
18: R5          Condensed Consolidated Statement of Stockholders'   HTML     66K 
                Equity (Unaudited) (Usd $)                                       
19: R6          Condensed Consolidated Statement of Stockholders'   HTML     20K 
                Equity (Usd $) (Parenthetical)                                   
20: R7          Condensed Consolidated Statements of Cash Flows     HTML    120K 
                (Unaudited)                                                      
21: R8          Interim Financial Statements                        HTML     23K 
22: R9          Nature of Business and Liquidity                    HTML     27K 
23: R10         Significant Accounting Policies                     HTML     26K 
24: R11         Earnings Per Share Applicable to Common             HTML     39K 
                Stockholders                                                     
25: R12         Related Party Transactions                          HTML     36K 
26: R13         Discontinued Operations                             HTML     62K 
27: R14         Trade Receivables Allowances                        HTML     23K 
28: R15         Inventories                                         HTML     24K 
29: R16         Employee Share-Based Compensation                   HTML     37K 
30: R17         Stock Issuance                                      HTML     22K 
31: R18         Business Segments                                   HTML    109K 
32: R19         Commitments and Contingencies                       HTML     44K 
33: R20         Other Expense                                       HTML     21K 
34: R21         Significant Accounting Policies (Policies)          HTML     29K 
35: R22         Earnings Per Share Applicable to Common             HTML     38K 
                Stockholders (Tables)                                            
36: R23         Related Party Transactions (Tables)                 HTML     29K 
37: R24         Discontinued Operations (Tables)                    HTML     65K 
38: R25         Trade Receivables Allowances (Tables)               HTML     23K 
39: R26         Inventories (Tables)                                HTML     25K 
40: R27         Employee Share-Based Compensation (Tables)          HTML     34K 
41: R28         Business Segments (Tables)                          HTML    112K 
42: R29         Nature of Business and Liquidity (Details           HTML     43K 
                Narrative)                                                       
43: R30         Earnings Per Share Applicable to Common             HTML     49K 
                Stockholders (Details)                                           
44: R31         Related Party Transactions (Details)                HTML     54K 
45: R32         Related Party Transactions (Details Narrative)      HTML     42K 
46: R33         Discontinued Operations (Details)                   HTML     59K 
47: R34         Discontinued Operations (Details 1)                 HTML     49K 
48: R35         Discontinued Operations (Details 2)                 HTML     38K 
49: R36         Discontinued Operations (Details 3)                 HTML     25K 
50: R37         Trade Receivables Allowances (Details)              HTML     24K 
51: R38         Inventories (Details)                               HTML     35K 
52: R39         Employee Share-Based Compensation (Details)         HTML     73K 
53: R40         Employee Share-Based Compensation (Details 1)       HTML     28K 
54: R41         Employee Share-Based Compensation (Details          HTML     28K 
                Narrative)                                                       
55: R42         Stock Issuance (Details Narrative)                  HTML     25K 
56: R43         Business Segments (Details)                         HTML     67K 
57: R44         Business Segments (Details 1)                       HTML     34K 
58: R45         Other Expense (Details Narrative)                   HTML     22K 
60: XML         IDEA XML File -- Filing Summary                      XML    102K 
59: EXCEL       IDEA Workbook of Financial Reports                  XLSX     57K 
 8: EX-101.INS  XBRL Instance -- cdxc-20170930                       XML   1.08M 
10: EX-101.CAL  XBRL Calculations -- cdxc-20170930_cal               XML    135K 
11: EX-101.DEF  XBRL Definitions -- cdxc-20170930_def                XML    213K 
12: EX-101.LAB  XBRL Labels -- cdxc-20170930_lab                     XML    701K 
13: EX-101.PRE  XBRL Presentations -- cdxc-20170930_pre              XML    504K 
 9: EX-101.SCH  XBRL Schema -- cdxc-20170930                         XSD    118K 
61: ZIP         XBRL Zipped Folder -- 0001654954-17-010302-xbrl      Zip     93K

‘EX-2.3’ — Amendment to Asset Purchase Agreement

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

C: C:

Blueprint

Exhibit 2.3

AMENDMENT

TO ASSET PURCHASE AGREEMENT

THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of September 5, 2017, by and among (i) COVANCE LABORATORIES INC., a Delaware corporation (“Purchaser”); (ii) CHROMADEX, INC., a California corporation (“ChromaDex”); (iii) CHROMADEX ANALYTICS, INC., a Nevada corporation and wholly-owned subsidiary of ChromaDex (“ChromaDex Analytics”); and (iv) CHROMADEX CORPORATION, a Delaware corporation and the sole shareholder of ChromaDex and the ultimate parent company of ChromaDex Analytics (the “Shareholder”).

WHEREAS, Purchaser, ChromaDex, ChromaDex Analytics, and the Shareholder are parties to that certain Asset Purchase Agreement dated August 21, 2017 (the “Purchase Agreement”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.

WHEREAS, the parties desire to amend Section 5.16(a) of the Disclosure Schedule, contained in Schedule A to the Purchase Agreement to reflect the addition of the following agreements: (i) Client Agreement dated August 30, 2017 by and between ChromaDex Analytics and The Job Store, Inc. and (ii) Third Amendment to ChromaDex Quality Verification Program Services Agrement dated August 30, 2017 by and between BPI Sports, LLC and ChromaDex.

NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereby agree as follows:

ARTICLE 1

1.1 Amendment to the Disclosure Schedule. Section 5.16(a) of the Disclosure Schedule is hereby deleted in its entirety and replaced with Section 5.16(a) of the Disclosure Schedule attached hereto.

ARTICLE II

2.1 No Other Changes. Except as specifically amended by the terms of this Amendment, all of the terms and conditions of the Purchase Agreement remain in full force and effect.

2.2 Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflicts-of-laws principles that would require the application of any other law.

2.3 Counterparts; Facsimile Signatures. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all such counterparts shall constitute one and the same instrument. The exchange of executed copies of this Amendment by facsimile transmission or other electronic transmission shall constitute effective execution and delivery of this Amendment.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment on the day and year first written above.

	COVANCE LABORATORIES INC.

	By:	/s/ F. Samuel Eberts III
		F. Samuel Eberts III
		Secretary and SVP

	CHROMADEX, INC.

	By:	/s/ Frank Jaksch
		Frank Jaksch
		CEO

	CHROMADEX ANALYTICS, INC.

	By:	/s/ Frank Jaksch
		Frank Jaksch
		CEO

	CHROMADEX CORPORATION

	By:	/s/ Frank Jaksch
		Frank Jaksch
		CEO

[Signature page to Amendment to Asset Purchase Agreement]

Section 5.1 6

Contractual Obligations

The disclosure under clause (a) is amended and restated in its entirety as follows:

(a)

1) The Existing Lease.

2) See attached Amended and Restated Annex 5.16(a), which is incorporated by reference herein.*

*All references in the Disclosure Schedule to Annex 5.16(a) shall be deemed to be references to Amended and Restated Annex 5.16(a).

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	11/9/17	424B3, 8-K, EFFECT
For Period end:	9/30/17
	9/5/17	8-K
	8/30/17
	8/21/17	3, 4, 8-K
		List all Filings

7 Subsequent Filings that Reference this Filing

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

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
 8/06/20  ChromaDex Corp.                   10-Q        6/30/20   65:5.2M                                   Blueprint/FA

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Filing Submission 0001654954-17-010302 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)