CDXC ChromaDex Corp.

Risks

• *We have a history of operating losses, may need additional financing to meet our future long-term capital requirements and may be unable to raise sufficient capital on favorable terms or at all.
• Our capital requirements will depend on many factors.
• *We are currently engaged in substantial and complex litigation with Elysium Health, Inc. and Elysium Health LLC ("Elysium"), the outcome of which could materially harm our business and financial results.
• *Interruptions in our relationships or declines in our business with major customers could materially harm our business and financial results.
• *In an effort to promote and better market our consumer products, we have made a strategic decision to not ship NIAGEN® to certain ingredient segment customers, which could potentially materially adversely affect our overall sales.
• We may need to increase the size of our organization, and we can provide no assurance that we will successfully expand operations or manage growth effectively.
• Changes in our business strategy, including entering the consumer product market, or restructuring of our businesses may increase our costs or otherwise affect the profitability of our businesses.
• The success of our consumer product and ingredient business is linked to the size and growth rate of the vitamin, mineral and dietary supplement market and an adverse change in the size or growth rate of that market could have a material adverse effect on us.
• The future growth and profitability of our consumer product business will depend in large part upon the effectiveness and efficiency of our marketing efforts and our ability to select effective markets and media in which to market and advertise.
• Unfavorable publicity or consumer perception of our products and any similar products distributed by other companies could have a material adverse effect on our business.
• If we experience product recalls, we may incur significant and unexpected costs, and our business reputation could be adversely affected.
• Our operating results may fluctuate significantly as a result of a variety of factors, many of which are outside of our control.
• We face significant competition, including changes in pricing.
• Many of our competitors are larger and have greater financial and other resources than we do.
• We may never develop any additional products to commercialize.
• We may not be able to partner with others for technological capabilities and new products and services.
• If we fail to maintain adequate quality standards for our products and services, our business may be adversely affected and our reputation harmed.
• Our ability to protect our intellectual property and proprietary technology through patents and other means is uncertain and may be inadequate, which would have a material and adverse effect on us.
• Our patents and licenses may be subject to challenge on validity grounds, and our patent applications may be rejected.
• We may become subject to claims of infringement or misappropriation of the intellectual property rights of others, which could prohibit us from developing our products, require us to obtain licenses from third parties or to develop non-infringing alternatives and subject us to substantial monetary damages.
• The prosecution and enforcement of patents licensed to us by third parties are not within our control. Without these technologies, our products may not be successful and our business would be harmed if the patents were infringed on or misappropriated without action by such third parties.
• We may be subject to damages resulting from claims that we, our employees, or our independent contractors have wrongfully used or disclosed alleged trade secrets of others.
• *Litigation may harm our business.
• Our sales and results of operations for our analytical reference standards and services segment depend on our customers’ research and development efforts and their ability to obtain funding for these efforts.
• Demand for our products and services are subject to the commercial success of our customers’ products, which may vary for reasons outside our control.
• We may bear financial risk if we under-price our contracts or overrun cost estimates.
• We rely on single or a limited number of third-party suppliers for the raw materials required to produce our products.
• We may not be successful in acquiring complementary businesses or products on favorable terms.
• If we experience a significant disruption in our information technology systems or if we fail to implement new systems and software successfully, our business could be adversely affected.
• If we are unable to maintain sales, marketing and distribution capabilities or maintain arrangements with third parties to sell, market and distribute our products, our business may be harmed.
• Our business could be negatively impacted by cyber security threats.
• We are subject to regulation by various federal, state and foreign agencies that require us to comply with a wide variety of regulations, including those regarding the manufacture of products, advertising and product label claims, the distribution of our products and environmental matters. Failure to comply with these regulations could subject us to fines, penalties and additional costs.
• Government regulations of our customer’s business are extensive and are constantly changing. Changes in these regulations can significantly affect customer demand for our products and services.
• Changes in government regulation or in practices relating to the pharmaceutical, dietary supplement, food and cosmetic industry could decrease the need for the services we provide.
• If we should in the future become required to obtain regulatory approval to market and sell our goods we will not be able to generate any revenues until such approval is received.
• The market price of our common stock may be volatile and adversely affected by several factors.
• Our shares of common stock may be thinly traded, so you may be unable to sell at or near ask prices or at all.
• We have not paid cash dividends in the past and do not expect to pay cash dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.
• Comprehensive tax reform could adversely affect our business and financial condition.
• Stockholders may experience significant dilution if future equity offerings are used to fund operations or acquire complementary businesses.
• We may become involved in securities class action litigation that could divert management’s attention and harm our business.
• *We have a significant number of outstanding options. Future sales of these shares could adversely affect the market price of our common stock.
• *Our amended and restated bylaws, as amended (our “Bylaws”) provide that the Court of Chancery of the State of Delaware is the exclusive forum for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.