Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-222064
PROSPECTUS
5,609,755 Shares
Common Stock Offered by the Selling Stockholders
This prospectus
relates to resales by certain selling stockholders from time to
time of up to 5,609,755 shares of common stock, par value $0.001
per share, that we previously issued to the selling stockholders on
November 17, 2017 in a private placement.
The selling
stockholders 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 stockholders may
sell their shares of common stock in the section entitled
“Plan of
Distribution” on page 5.
The selling stockholders 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 will not receive
any proceeds from the sale of the shares by the selling
stockholders.
Our common stock is
traded on the NASDAQ Capital Market under the symbol “CDXC.” On December 28, 2017, the closing
sale price of our common stock on the NASDAQ Capital Market was
$5.86 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, the
applicable prospectus supplement, and the information incorporated
by reference in this prospectus and the applicable prospectus
supplement before you make your investment decision.
Investing in our common stock involves certain risks. You should
carefully read and consider the section entitled “Risk
Factors” on page 3 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 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.
The date of this prospectus is December 29, 2017
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
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 any 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 stockholders are offering to sell, and seeking offers
to buy, shares of our common stock (“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
Securities and Exchange Commission (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 the 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 the
applicable prospectus supplement together with additional
information described below under the heading “Where You Can Find Additional
Information.” In this
prospectus, references to “ChromaDex,” “registrant,” “we,” “us,” and “our” refer to ChromaDex Corporation. The
phrase “this
prospectus” refers to
this prospectus and any applicable prospectus supplement, unless
the context requires otherwise.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus and
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 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;
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our
ability to collect from major customers;
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our
sales and marketing strategy and capital outlook;
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our
estimates regarding our capital requirements, future expenses and
need for additional financing; and
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our use
of the net proceeds from this offering.
In some cases, you
can identify forward-looking statements by terms such as
“may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions (including
their use in the negative) intended to identify forward-looking
statements. These statements reflect our current views with respect
to future events and are based on assumptions and subject to risks
and uncertainties. Given these uncertainties, you should not place
undue reliance on these forward-looking statements. We discuss many
of these risks in greater detail in the documents incorporated by
reference herein, usually under the heading “Risk Factors.” 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.
PROSPECTUS SUMMARY
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.
ChromaDex Corporation
The business of
ChromaDex Corporation is conducted by our principal subsidiaries,
ChromaDex, Inc., Healthspan Research, LLC, ChromaDex Analytics,
Inc. and ChromaPharma, Inc. We are a natural products company that
leverages our complementary business units to discover, acquire,
develop and commercialize patented and proprietary ingredient
technologies that address the dietary supplement, food, beverage,
skin care and pharmaceutical markets. Through our ingredients
segment, we offer our branded ingredients such as NIAGEN®,
nicotinamide riboside, and pTeroPure®, pterostilbene. With the
acquisition of Healthspan Research, LLC in March 2017, we
established a consumer product segment, which offers finished
bottled dietary supplement products that contain NIAGEN®. We
also have a core standards and contract services segment, which
focuses on natural product fine chemicals (known as
“phytochemicals”) and regulatory
consulting services. As a result of our relationships with
leading universities and research institutions, we are able to
discover and license early stage, intellectual property-backed
ingredient technologies. We then utilize our business to develop
commercially viable proprietary ingredients. Our proprietary
ingredient portfolio is backed with clinical and scientific
research, as well as extensive intellectual property
protection.
Private Placement
On November 3,
2017, we entered into a Securities Purchase Agreement (the
“Purchase
Agreement”) with certain
purchasers named therein (the “Purchasers”), pursuant to which we agreed to
sell and issue up to $23.0 million of our Common Stock at a
purchase price of $4.10 per share. On November 17, 2017, we held
the closing under the Purchase Agreement and issued 5,609,755
shares of Common Stock to the Purchasers (the “Shares”)
at a purchase price of $4.10 per share. The Shares 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 the Purchasers’ execution of the Purchase
Agreement, the Purchasers represented to us that they are each an
“accredited
investor” as defined in
Regulation D of the Securities Act and that the Shares being
purchased by them are being acquired solely for their own account
and for investment purposes and not with a view to the future sale
or distribution.
On November 3,
2017, we entered into a Registration Rights Agreement with the
Purchasers (the “Registration Rights
Agreement”). Pursuant to
the Registration Rights Agreement, we agreed to (i) file one or
more registration statements with the SEC to cover the resale of
the Shares by the Purchasers, (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 Purchasers are unable to sell the Shares
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 Purchasers equal to 1.0%
of the aggregate purchase price per month for each default (up to a
maximum of 5% of such aggregate purchase price).
The registration
statement of which this prospectus is a part relates to the resales
of the Shares issued to the Purchasers under the Purchase
Agreement.
Our principal
executive offices are located at 10005 Muirlands Blvd. Suite G,
Irvine, California, 92618. Our telephone number is (949) 419-0288.
Our website is located at www.chromadex.com. The
information on our website is not part of this
prospectus.
The Offering
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Common Stock
Offered by the Selling Stockholders
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5,609,755
Shares
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Use of
Proceeds
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We will not receive
any proceeds from the sale of Shares in this offering by the
selling stockholders.
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NASDAQ Capital
Market Symbol
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CDXC
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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 or Quarterly Report on Form
10-Q, as filed with the SEC, 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.
USE OF PROCEEDS
The proceeds from
the sale of the Shares of Common Stock offered pursuant to this
prospectus are solely for the account of the selling stockholders.
We will not receive any proceeds from the sale of the Shares by the
selling stockholders.
SELLING STOCKHOLDERS
The selling
stockholders, or their pledgees, assignees, or
successors-in-interest, are offering for resale, from time to time,
up to an aggregate of 5,609,755 shares of our Common Stock. The
Shares were issued by us in a private placement that closed on
November 17, 2017. The following table sets forth certain
information with respect to beneficial ownership of our Common
Stock as of November 20, 2017 by the selling stockholders, as
determined in accordance with Rule 13d-3 of the Exchange Act. This
information has been obtained from the selling stockholders or in
Schedules 13G or 13D and other public documents filed with the
SEC.
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Name of Selling Stockholder
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Number of Shares of Common Stock Beneficially Owned Prior to this
Offering(1)
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Number of Shares of Common Stock Being
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Number of Shares of Common Stock Beneficially Owned After this
Offering
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Number
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Percentage
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Offered
(2)
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Number
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Percentage
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ICQ Investments CX,
LP (3)
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1,707,317
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3.2%
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1,707,317
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—
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*
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Winsave Resources
Limited (4)
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1,219,512
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2.3%
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1,219,512
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—
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*
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Champion River
Ventures Limited (5)
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6,500,937
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12.1%
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731,707
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5,769,230
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10.7%
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Pioneer Step
Holdings Limited (6)
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4,333,960
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8.1%
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487,805
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3,846,155
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7.1%
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Key Sino
Investments Limited (7)
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365,854
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*
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365,854
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—
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*
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Linberg's
Investments Limited (8)
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121,951
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*
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121,951
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—
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*
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Frank John
Sixt
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243,902
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*
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243,902
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—
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*
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Boyu Capital
Opportunities Master Fund (9)
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195,122
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*
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195,122
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—
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*
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Sino Elect
Investments Limited (10)
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48,780
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*
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48,780
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—
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*
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Mega City
Investments Limited (11)
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487,805
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*
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487,805
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—
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*
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*
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Less than
1%
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(1)
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“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
November 20, 2017, and the percentage is based upon 53,837,626 shares of our Common Stock
outstanding as of November 20, 2017.
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(2)
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Assumes sale of all
shares available for sale under this prospectus and no further
acquisitions of shares by the selling stockholders.
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(3)
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ICQ
Management, LLC (“ICQ GP”) is the general partner of
ICQ Investments CX, LP. Divesh Makan is the managing member of ICQ
GP. The address for the entities and individuals listed in this
footnote is c/o ICONIQ Capital, 394 Pacific Avenue, 2nd Floor, San
Francisco, CA 94111.
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(4)
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Winsave Resources Limited (“Winsave”)
is a wholly-owned subsidiary of Li Ka Shing (Overseas) Foundation
(“LKSOF”). Investment decisions by LKSOF are made by
the majority vote of a board of directors currently consisting of
14 persons, of which Li Ka Shing (“Mr. Li”) is the
Chairman. Investment decisions by Winsave are made by the majority
vote of a board of directors currently consisting of five
persons. Mr. Li is not a
director or officer of Winsave.
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(5)
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Based on beneficial
ownership reported on Schedule 13D/A filed with SEC on November 21, 2017, (i) Champion River
Ventures Limited (“Champion River”) beneficially owned and had sole
voting and dispositive power with respect to 6,500,937 shares (the
“Champion
Shares”), (ii) Prime Tech
Global Limited (“Prime
Tech”), by virtue of
being the sole shareholder of Champion River, may be deemed to
beneficially own and have sole voting and dispositive power with
respect to the Champion Shares, (iii) Mayspin Management Limited
(“Mayspin”), by virtue of being the sole
shareholder of Prime Tech, may be deemed to beneficially own and
have sole voting and dispositive power with respect to the Champion
Shares, and (iv) Mr. Li, by virtue of being the sole shareholder of
Mayspin, may be deemed to beneficially own and have sole voting and
dispositive power with respect to the Champion Shares. In addition,
Mr. Li is one of 14 directors of LKSOF, which is the sole stockholder of one
of the other selling stockholders, Winsave. However, Mr. Li does
not report as having Section 13(d) beneficial ownership over any of
the shares owned by Winsave. Champion River has exercised its right
to designate for appointment one director to our board of directors
and has designated, and our board of directors has appointed, Tony
Lau to fill such seat. The registered office address for Champion
River and Mayspin is Vistra Corporate Services Centre, Wickhams Cay
II, Road Town, Tortola, VG1110, British Virgin Islands and the
registered office address for PrimeTech is P.O. Box 901, East Asia
Chambers, Road Town, Tortola, British Virgin Islands, and the
correspondence address for each of Champion River, PrimeTech, and
Mayspin is c/o 7/F, Cheung Kong Center, 2 Queen’s Road Central, Hong
Kong.
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(6)
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Based on beneficial
ownership reported on Schedule 13D/A filed with SEC on November 21, 2017, (i) Pioneer Step
Holdings Limited (“Pioneer Step”) beneficially owned and had sole
voting and dispositive power with respect to 4,333,960 shares (the “Pioneer Shares”) and (ii) Chau Hoi Shuen Solina
Holly, by virtue of being the sole shareholder of Pioneer Step, may
be deemed to beneficially own and have sole voting and dispositive
power with respect to the Pioneer Shares. Pioneer Step has
exercised its right to designate for appointment one director to
our board of directors and has designated, and our board of
directors has appointed, Wendy Yu to fill such seat. The registered
office address for Pioneer Step is Vistra Corporate Services
Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin
Islands and its correspondence address is c/o 29th Floor, Harbour
Centre, 25 Harbour Road, Wanchai, Hong Kong. The business address
of Solina Chau is c/o 29th Floor, Harbour Centre, 25 Harbour Road,
Wanchai, Hong Kong.
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(7)
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Lin
Tian Maw has voting and investment power with respect to the shares
held by Key Sino Investments Limited.
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(8)
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Eric
Lin has voting and investment power with respect to the shares held
by Linberg's Investments Limited.
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(9)
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Any two of Ruofan
Fang, Chung Shing Vincent Fok and Ho Cheung Harry Mui jointly may
be deemed to have voting and investment power with respect to the
shares held by Boyu Capital Opportunities Master Fund.
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(10)
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Awy
Dionisius Julianto has voting and investment power with respect to
the shares held by Sino Elect Investments Limited.
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(11)
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Fan
Jianxin has voting and investment power with respect to the shares
held by Mega City Investments Limited.
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Relationship with Selling Stockholders
As discussed in
greater detail above under the section “Prospectus Summary – Private Placement,” in November 2017, we entered into
the Purchase Agreement with the selling stockholders pursuant to
which we sold and issued the Shares to the selling stockholders and
entered into the Registration Rights Agreement with the selling
stockholders pursuant to which we agreed to file a registration
statement with the SEC to cover the resale of the Shares by the
selling stockholders. Except as noted in the footnotes to the
Selling Stockholders table above, none of the selling stockholders
has held any position or office with us or our affiliates within
the last three years or has 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 or other
securities.
We are registering
the Shares issued to the selling stockholders 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 stockholders of the Shares.
We will bear all fees and expenses incident to our obligation to
register the Shares.
The selling
stockholders may sell all or a portion of the Shares beneficially
owned by them 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
stockholders 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 stockholders 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;
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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;
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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 stockholders to sell a specified number of
such Shares at a stipulated price per share;
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through
the writing or settlement of options or other hedging transactions,
whether such options are listed on an options exchange or
otherwise;
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a
combination of any such methods of sale; and
●
any
other method permitted pursuant to applicable law.
The selling
stockholders 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 stockholders may arrange for other
broker-dealers to participate in sales. If the selling stockholders
effect 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 stockholders
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 stockholders 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
stockholders 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 stockholders may deliver Shares of Common Stock covered
by this prospectus to close out short positions and to return
borrowed Shares in connection with such short sales. The selling
stockholders 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 stockholders 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
stockholders have been advised that they 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
stockholders may, from time to time, pledge or grant a security
interest in some or all of the Shares of Common Stock owned by them
and, if they default in the performance of their 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 stockholders also may transfer and donate
the Shares in other circumstances in which case the transferees,
donees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this
prospectus.
The selling
stockholders 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. Selling
stockholders who are “underwriters” within the meaning of Section 2(11)
of the Securities Act 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.
Each 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 a
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 each such
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 any selling stockholder will sell any or all of the
Shares registered pursuant to the registration statement of which
this prospectus forms a part.
Each 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 of Common Stock. 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
stockholders 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, (xi) all reasonable fees
and disbursements of one legal counsel for the selling stockholders
in an amount not to exceed $50,000 in the aggregate during the term
of the Registration Rights Agreement and (xii) any other fees and
disbursements customarily paid by the issuers of securities. We
will indemnify the selling stockholders against certain
liabilities, including some liabilities under the Securities Act,
in accordance with the Registration Rights Agreement, or the
selling stockholders will be entitled to contribution. We may be
indemnified by the selling stockholders against civil liabilities,
including liabilities under the Securities Act, that may arise from
any written information furnished to us by the selling stockholders
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 stockholders 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.
INFORMATION INCORPORATED BY REFERENCE
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. 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. We incorporate by reference
the documents listed below:
●
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;
●
our
Annual Report on Form 10-K for the fiscal year ended December 31,
2016, filed with the SEC on March 16, 2017;
●
our
Quarterly Reports on Form 10-Q for the quarterly periods ended
April 1, 2017, July 1, 2017 and September 30, 2017, filed with the
SEC on May 11, 2017, August 10, 2017 and November 9, 2017,
respectively;
●
our
Current Reports on Form 8-K (other than information furnished
rather than filed) filed with the SEC on January 6, 2017, February
17, 2017, February 23, 2017, March 28, 2017, April 19, 2017, April
27, 2017, May 2, 2017, May 25, 2017, June 12, 2017, June 23, 2017,
August 14, 2017, August 21, 2017, August 23, 2017, September 6,
2017, October 10, 2017, November 6, 2017, November 21, 2017 and
December 21, 2017; and
●
our
Definitive Proxy Statement on Schedule 14A and amendment thereto
filed with the SEC on May 1, 2017.
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. These documents include periodic reports, such as
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as proxy
statements.
You may request a
copy of these filings at no cost, by contacting us at the following
address or telephone number:
ChromaDex
Corporation
10005 Muirlands
Boulevard
Suite
G
Irvine, CA
92618
Attn.: Corporate
Secretary
Information
contained on our website, www.chromadex.com, is
not a prospectus and does not constitute part of this
prospectus.
WHERE YOU CAN FIND ADDITIONAL
INFORMATION
We file annual,
quarterly, and current reports, proxy statements and other
information with the SEC under the Exchange Act. You may read and
copy any document we file at the SEC’s Public Reference Room located at
100 F Street, N.E., Washington, D.C. 20549. You may obtain
information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. Our filings with the SEC also
are available from the SEC’s internet site at http://www.sec.gov,
which contains reports, proxy and information statements, and other
information regarding issuers that file electronically. You may
obtain a copy of these filings at no cost by writing us at the
following address: ChromaDex Corporation, 10005 Muirlands Boulevard
Suite G, Irvine, CA 92618, Attn.: Corporate Secretary.
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