Current Report Filing (8-k)
November 12 2019 - 3:05PM
Edgar (US Regulatory)
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): November 12,
2019
CHROMADEX CORPORATION
(Exact name of registrant as specified in its
charter)
Delaware
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001-37752
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26-2940963
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, par value $0.001 per share
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CDXC
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The
Nasdaq Capital Market
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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. ☐
Item 1.01 Entry into a
Material Definitive Agreement.
On
November 12, 2019, ChromaDex Corporation (the “Company”) entered into a business financing
agreement (the “Agreement”) with Western Alliance Bank (the
“Lender”), in order to establish a formula
based revolving credit line pursuant to which the Company, and the
Company’s wholly owned
subsidiaries, ChromaDex, Inc., a California corporation, ChromaDex
Analytics, Inc., a Nevada corporation and Healthspan Research, LLC,
a Delaware limited liability company (together with the Company,
the “Borrowers”),
may borrow an aggregate principal amount of up to $7,000,000,
subject to the terms and conditions of the Agreement. The Borrowers
intend to use the proceeds received under the Agreement for working
capital needs and to fund general business requirements. Upon
execution of the Agreement, the Borrowers paid a $35,000 facility
fee and a $900 due diligence fee to Lender.
The
interest rate will be calculated at a floating rate per month equal
to (a) the greater of (i) 4.75% per year or (ii) the Prime Rate
published in the Money Rates section of the Western Edition of The
Wall Street Journal, or such other rate of interest publicly
announced by Lender as its Prime Rate, plus (b) 1.50 percentage
points, plus an additional 5.00 percentage points during any period
that an event of default has occurred and is continuing. The
Borrowers’ obligations
under the Agreement are secured by a security interest in
substantially all of the Borrowers’ current and future personal
property assets, including intellectual property.
Any
borrowings, interest or other fees or obligations that the
Borrowers owe Lender pursuant to the Agreement (the “Obligations”) will be become due and payable on
November 12, 2021 (the “Maturity Date”). If the Agreement is terminated
prior to November 12, 2020, Borrowers will pay a termination fee of
$70,000 to Lender (the “Termination Fee”), provided that such Termination
Fee will be waived in the event that Borrowers refinance with
Lender or its affiliates. The Borrowers will also pay the Lender
(a) an annual facility fee, (b) a fee upon the issuance of each
letter of credit, (c) fees for any cash management services
provided by Lender and (d) an annual due diligence
fee.
The
Agreement includes quick ratio and minimum liquidity financial
covenants.
The
Borrowers are also subject to a number of affirmative and
restrictive covenants, including covenants regarding delivery of
financial statements, maintenance of inventory, payment of taxes,
maintenance of insurance, dispositions of property, business
combinations or acquisitions and incurrence of additional
indebtedness, among other customary covenants. Upon the occurrence
of certain events, including but not limited to the
Borrowers’ failure to
satisfy payment obligations under the Agreement, the breach of
certain of Borrowers’
other covenants under the Agreement, or the occurrence of a
material adverse change, Lender will have the right, among other
remedies, to declare all Obligations due and payable.
The
Borrowers may terminate the Agreement prior to the Maturity Date at
any time upon notice to Lender and payment in full of the
Obligations.
The
foregoing is only a summary of the material terms of the Agreement,
and does not purport to be complete and is qualified in its
entirety by reference to the full text of the Agreement, which will
be filed as an exhibit to the Company’s Annual Report on Form 10-K for the
year ended December 31, 2019.
Item 2.03 Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 above is hereby incorporated
by reference into Item 2.03.
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.
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CHROMADEX CORPORATION
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Dated:
November 12, 2019
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By:
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/s/ Kevin M.
Farr
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Name:
Kevin M. Farr
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Chief
Financial Officer
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