Niagen Bioscience, Inc. — Capital/Financing Update 2020

May 7, 2020

8-K 1 cdxc8k_may072020.htm CURRENT REPORT Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2020 Issuer Direct Corporation cdxc8k_may072020

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 7, 2020

CHROMADEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-37752	26-2940963
(State
or other jurisdiction of incorporation)	(Commission
File Number)	(IRS
Employer Identification No.)

10900 Wilshire Blvd., Suite 600, Los Angeles, California 90024

(Address of principal executive offices, including zip code)

(310) 388-6706

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | --- | --- | --- | | Common Stock, par value $0.001 per share | CDXC | The Nasdaq Capital Market |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( § 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( § 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, on April 27, 2020 , ChromaDex Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Winsave Resources Limited and Pioneer Step Holdings Limited (the “Purchasers”), pursuant to which the Company agreed to sell and issue an aggregate of $5.0 million of the Company’s common stock (“Common Stock”), par value $0.001 per share, at a purchase price of $4.08 per share, which represents the average closing price of the Common Stock on The Nasdaq Capital Market over the 10 trading days immediately preceding the date of the Purchase Agreement (the “Financing”). On May 7, 2020, the Company closed the Financing, and, in connection therewith, issued 1,225,490 shares of its Common Stock (the “Shares”) to the Purchasers.

The Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Company has 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 the Company that they are each an “accredited investor” as defined in Regulation D of the Securities Act and that the Shares purchased by them were acquired solely for their own account and for investment purposes and not with a view to the future sale or distribution.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:
May 7, 2020
By:	/s/
Kevin M.
Farr
	Name:
Kevin M. Farr
	Chief
Financial Officer

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