As filed with the United States Securities and Exchange Commission on December 14, 2017September 26, 2019
 
Registration Statement No. 333-  
333-233729  
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
  Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
ChromaDex Corporation
(Exact name of registrant as specified in its charter)
 
Delaware 26-2940963
(State or other jurisdiction of
incorporation or organization)
 
 
(I.R.S. Employer
Identification No.)
 
 
10005 Muirlands Boulevard10900 Wilshire Blvd., Suite 650
Suite GLos Angeles, California 90024
Irvine, CA 92618
(949) 419-0288
(310) 388-6706
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Frank L. Jaksch, Jr.Robert Fried
Chief Executive Officer
10005 Muirlands Boulevard10900 Wilshire Blvd., Suite 650
Suite GLos Angeles, California 90024
Irvine, CA 92618(310) 388-6706
(949) 419-0288
(Name, (Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
Thomas A. Coll
Matthew T. Browne
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
Kevin M. Farr
Chief Financial Officer
10900 Wilshire Blvd., Suite 650
Los Angeles, California 90024
(310) 388-6706
 
 

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
 
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.box: ☐
 
If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.box: ☒

 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.offering: ☐
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.offering: ☐
 
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box.box: ☐
 
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.box: ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b212b-2 of the Exchange Act.
 
Large accelerated filer ☐ Accelerated filer ☒
Non-accelerated filer 
☐ (Do not check if a smaller reporting company)
 Smaller reporting company ☐☒
Emerging Growth
Company
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 7(a)(2)(B) of the Securities Act.Act: ☐
 
 

 
 
 
Title of each class of securities to be registered
 
 
Amount to be registered(1)(2)
 
 
 
Proposed
maximum
offering price per share(3)
 
 
 
Proposed
maximum
aggregate
offering price(3)
 
 
 
Amount of the registration fee
 
Common Stock, par value $0.001 per share
  5,609,755 
 $6.585 
 $36,940,236.68 
 $4,599.06 
CALCULATION OF REGISTRATION FEE
 
Title of each class of securities to be registered
Amount to be registered(1)
Proposed
maximum
offering price per share(2)
Proposed
maximum
aggregate
offering price(2)
Amount of the registration fee(3)
Common Stock, par value $0.001 per share3,835,002$4.08$15,646,808.16$1,896.40
 
(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares being registered hereunder include such indeterminate number of additional shares of common stock as may be issuable as a result of stock splits, stock dividends or similar transactions with respect to the shares being registered hereunder.
(2)Includes 5,609,755 shares of common stock issued to the selling stockholders named herein pursuant to that certain Securities Purchase Agreement, dated as of November 3, 2017, by and among the selling stockholders and ChromaDex Corporation.
(3)
With respect to the shares of common stock being registered hereunder, estimated pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely for the purpose of computing the amount of the registration fee, based upon the average of the high and low prices of ChromaDex Corporation’s common stock on DecemberSeptember 1224, 2017,2019, a date within five business days prior to the filing of this registration statement, on the NASDAQ Capital Market, which was $6.5854.08.
(3)The registrant previously paid $1,845.26 in connection with the initial filing of the registration statement.
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until thethis registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
 
 
 
 
The information in this prospectus is not complete and may be changed. The selling stockholders may not sell theseor accept an offer to buy the securities under this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any statejurisdiction where thesuch offer or sale is not permitted.
 
SUBJECT TO COMPLETION, DATEDDECEMBER14, 2017 SEPTEMBER 26, 2019
 
PROSPECTUS
 
5,609,755 3,835,002Shares
 
Common Stock Offered by the Selling Stockholders
 
This prospectus relates to resalesthe offer and resale by certain selling stockholders from time to time of up to 5,609,7553,835,002 shares of our common stock, par value $0.001 per share that we previously issued to the selling stockholders on November 17, 2017 in a private placement.(“Common Stock”).
 
The selling stockholders may sell the shares of common stockCommon 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 stockCommon Stock in the section entitled “Plan of Distribution” on page 5.11. 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 are not selling any shares of Common Stock under this prospectus and will not receive any proceeds from the sale of the shares by the selling stockholders.
 
Our common stock is tradedlisted on the NASDAQThe Nasdaq Capital Market under the symbol “CDXC.” On DecemberSeptember 1325, 2017,2019, the closing sale price of our common stockCommon Stock on the NASDAQThe Nasdaq Capital Market was $6.544.19 per share. You are urged to obtain current market quotations for our common stock.Common Stock.
 
A prospectus supplement may add, update, or change information contained in this prospectus. You should carefully read this prospectus, theany applicable prospectus supplement, and the information incorporated by reference in this prospectus and theany 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.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISKS. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION ENTITLED “RISK FACTORS” ON PAGE 7 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 (the “SEC”) 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                   , 20172019
 
 
 
 
TABLETABLE OF CONTENTS
 
 
Page No.
ABOUT THIS PROSPECTUS
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
12
PROSPECTUS SUMMARY
2
3
RISK FACTORS
3
7
USE OF PROCEEDS
38
SELLING STOCKHOLDERS
3
9
PLAN OF DISTRIBUTION
511
LEGAL MATTERS
614
EXPERTS
6
14
INFORMATION INCORPORATED BY REFERENCE
714
WHERE YOU CAN FIND ADDITIONAL INFORMATION
715
 
 
 

-i-

 
ABOUABOUTTHIS 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 theany 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 theany 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.
 
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CAUTIONARYCAUTIONARY NOTE REGARDINGNG FORWARD-LOOKING STATEMENTS
 
This prospectus and any applicable prospectus supplement or free writing prospectus, including 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”“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking 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;
●
our ability to collect from major customers;
●
our sales and marketing strategy and capital outlook;
●
our estimates regarding our capital requirements, future expenses and need for additional financing; and
●
our use of the net proceeds from this offering.
 
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “intend,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “continue,” “likely,” and similar expressions (including their use in the negative) intended to identify forward-looking statements. These forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these risks and 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.”“Risk Factors” in our SEC filings, and may provide additional information in any applicable prospectus supplement. 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.
 
 
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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.
Company Overview
ChromaDex is a science-based integrated nutraceutical company devoted to improving the way people age. ChromaDex scientists partner with leading universities and research institutions worldwide to discover, develop and create products to deliver the full potential of nicotinamide adenine dinucleotide (“NAD”) and its impact on human health. NAD is an essential coenzyme and a key regulator of cellular metabolism. Best known for its role in cellular adenosine triphosphate (“ATP”) production, NAD is now thought to play an important role in healthy aging. Many cellular functions related to health and healthy aging are sensitive to levels of locally available NAD and this represents an active area of research in the field of NAD.
NAD levels are not constant, and in humans, NAD levels have been shown to decline by more than 50% from young adulthood to middle age. NAD continues to decline as humans grow older. Underlying causes of reduced NAD levels include over-nutrition, alcohol consumption and a number of disease states. NAD may also be increased, including through calorie restriction and exercise. Healthy aging, mitochondria and NAD continue to be areas of focus in the research community. As of the end of 2018, there were over 160 studies on NAD. The areas of study include Alzheimer’s disease, Parkinson’s disease, neuropathy and heart failure.
In 2013, ChromaDex commercialized NIAGEN® nicotinamide riboside (“NR”), a novel form of vitamin B3. Data from numerous animal studies, and confirmed in human clinical trials, show that NR is a highly efficient NAD precursor that significantly raises NAD levels. NIAGEN® is safe for human consumption. NIAGEN® has twice been successfully reviewed under the FDA's new dietary ingredient notification program and has also been successfully notified to the FDA as generally recognized as safe. Animal studies of NIAGEN® have demonstrated a variety of outcomes including increased NAD levels, increased cellular metabolism, increased energy production and improvements in insulin sensitivity. NIAGEN® is the trade name for our proprietary ingredient NR and is protected by patents to which we are the exclusive licensee.
ChromaDex is the world leader in the emerging NAD space. ChromaDex has approximately 170 partnerships with leading universities and research institutions around the world including the National Institutes of Health, Cornell, Dartmouth, Harvard, Massachusetts Institute of Technology, University of Cambridge and the Mayo Clinic.
Private Placements
Note Purchase Agreement
On May 9, 2019, we entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Winsave Resources Limited (“Winsave”) and Pioneer Step Holdings Limited (“Pioneer” and together with Winsave, the “Note Purchasers”), pursuant to which we agreed to sell and issue convertible promissory notes (the “Notes”) in the aggregate principal amount of $10.0 million to the Note Purchasers (the “Note Financing”). On May 17, 2019, we closed the Note Financing and issued the Notes to the Note Purchasers. On June 30, 2019, we and the Note Purchasers entered into an omnibus amendment to the Note Purchase Agreement and the Notes to, among other things, extend the maturity date of the Notes from July 1, 2019 to August 15, 2019.
The Notes were not 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 their execution of the Note Purchase Agreement, the Note Purchasers each represented to us that they are an “accredited investor” as defined in Regulation D of the Securities Act and that the Notes purchased by them were being acquired solely for their own account and for investment purposes and not with a view to their future sale or distribution.
 
 
-1--3-
 
PROSPECTUS SUMMARY
On August 15, 2019, the Notes, with an aggregate principal amount of $10.0 million, were converted at a per share conversion price of $4.465 into an aggregate of 2,267,254 shares of Common Stock (the “Conversion Shares”). The Conversion 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 3(a)(9) under the Securities Act in connection with the issuance of the Conversion Shares to the Note Purchasers.
Securities Purchase Agreement
On August 13, 2019, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein (the “Purchasers”), pursuant to which we agreed to sell and issue an aggregate of $7.0 million of our Common Stock at a purchase price of $4.465 per share (the “Common Stock Financing”). On August 15, 2019, we closed the Common Stock Financing and issued an aggregate of 1,567,748 shares of Common Stock to the Purchasers.
The shares of Common Stock issued to the Purchasers 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 their execution of the Purchase Agreement, the Purchasers each represented to us that they are an “accredited investor” as defined in Regulation D of the Securities Act and that the shares of Common Stock purchased by them were being acquired solely for their own account and for investment purposes and not with a view to their future sale or distribution.
Registration Rights Agreements
On May 9, 2019, in connection with the Note Financing, we entered into a Registration Rights Agreement with the Note Purchasers (the “May Registration Rights Agreement”), pursuant to which we agreed to (i) file one or more registration statements with the SEC to cover the resale of the Conversion Shares, (ii) use our reasonable best efforts to have all such registration statements declared effective within the timeframes set forth in the May Registration Rights Agreement, and (iii) use our commercially reasonable efforts to keep such registration statements effective during the timeframes set forth in the May Registration Rights Agreement. In the event that such registration statements are not filed or declared effective within the timeframes set forth in the May Registration Rights Agreement, any such effective registration statements subsequently become unavailable, or the Note Purchasers are unable to sell the Conversion 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 Note Purchasers equal to 1.0% of the aggregate purchase price per month for each default (up to a maximum of 5.0% of such aggregate purchase price).
On August 15, 2019, in connection with the Common Stock Financing, we entered into a Registration Rights Agreement with the Purchasers (the “August Registration Rights Agreement”), pursuant to which we agreed to (i) file one or more registration statements with the SEC to cover the resale of the shares of Common Stock issued to the Purchasers, (ii) use our reasonable best efforts to have all such registration statements declared effective within the timeframes set forth in the August Registration Rights Agreement, and (iii) use our commercially reasonable efforts to keep such registration statements effective during the timeframes set forth in the August Registration Rights Agreement. In the event that such registration statements are not filed or declared effective within the timeframes set forth in the August Registration Rights Agreement, any such effective registration statements subsequently become unavailable, or the Purchasers are unable to sell the shares of Common Stock issued pursuant to the Purchase Agreement 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 5.0% of such aggregate purchase price).
The registration statement of which this prospectus is a part relates to the offer and resale of the shares of Common Stock (i) issued to the Purchasers pursuant to the Purchase Agreement and (ii) issued to the Note Purchasers upon conversion of the Notes issued pursuant to the Note Purchase Agreement (collectively, the “Shares”). When we refer to the selling stockholders in this prospectus, we are referring to the Note Purchasers and Purchasers named in this prospectus as the selling stockholders and, as applicable, any donees, pledgees, assignees, transferees or other successors-in-interest selling Shares received after the date of this prospectus from the selling stockholders as a gift, pledge, or other non-sale related transfer.

 
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
  -4-
 
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.

Bylaws Provision – Forum for Adjudication of Disputes
Among other things, our bylaws, as amended, provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on our behalf; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers or other employees to us or our stockholders; (iii) any action or proceeding asserting a claim against us or any of our current or former directors, officers or other employees, arising out of or pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation, as amended, or our bylaws, as amended; or (iv) any action asserting a claim against us governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants; provided, that, these provisions will not apply to suits brought to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Corporate Information
On May 21, 2008, Cody Resources, Inc., a Nevada corporation and a public company, (“Cody”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Cody, CDI Acquisition, Inc., a California corporation and wholly-owned subsidiary of Cody, and ChromaDex, Inc. Subsequent to the signing of the Merger Agreement, Cody merged with and into a Delaware corporation. On June 20, 2008, Cody amended its certificate of incorporation to change its name to ChromaDex Corporation. Our principal executive offices are located at 10900 Wilshire Blvd., Suite 650, Los Angeles, California 90024. Our telephone number at that address is (310) 388-6706. Our website address is www.chromadex.com. The information contained in, or that can be accessed through, our website is not part of this prospectus.
 
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.
-5-

 
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
 
THE OFFERING
Common Stock Offered by the Selling Stockholders 5,609,755
3,835,002 Shares
  
Use of Proceeds We will not receive any proceeds from the sale of Shares incovered by this offering by the selling stockholders.prospectus
  
NASDAQNasdaq Capital Market Symbol CDXC
 
 
 
-2--6-
RIRISK FSKACTORSFACTORS
 
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 for the year ended December 31, 2018, as filed with the SEC on March 7, 2019, or Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, as filed with the SEC on August 7, 2019, 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.
 
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USEUSE 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.
 
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SELLING STSELLING STOOCKHOLDERSCKHOLDERS
 
The selling stockholders, or their donees, pledgees, assignees, transferees or other successors-in-interest, are offering for resale, from time to time, up to an aggregate of 5,609,7553,835,002 Shares. The foregoing Shares represent all shares of our Common Stock. The Shares wereStock issued by usto the selling stockholders in a private placement that closed on November 17, 2017.connection with the Note Financing and the Common Stock Financing. The following table sets forth certain information with respect to beneficial ownership of our Common Stock as of November 20, 2017September6, 2019 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.
 
 
 
Name of Selling Stockholder
 
 
Number of Shares of Common Stock Beneficially Owned Prior to this Offering(1)
 
 
 
Number of Shares of Common Stock Being Offered(2)
 
 
 
Number of Shares of Common Stock Beneficially Owned After this Offering
 
 
 
Number
 
 
Percentage
 
 
 
 
Number
 
 
Percentage
 
ICQ Investments CX, LP (3)
  1,707,317 
  3.2%
  1,707,317 
  — 
  * 
Winsave Resources Limited (4)
  1,219,512 
  2.3%
  1,219,512 
  — 
  * 
Champion River Ventures Limited (5)
  6,500,937 
  12.1%
  731,707 
  5,769,230 
  10.7%
Pioneer Step Holdings Limited (6)
  4,333,960 
  8.1%
  487,805 
  3,846,155 
  7.1%
Key Sino Investments Limited (7)
  365,854 
  * 
  365,854 
  — 
  * 
Linberg's Investments Limited (8)
  121,951 
  * 
  121,951 
  — 
  * 
Frank John Sixt
  243,902 
  * 
  243,902 
  — 
  * 
Boyu Capital Opportunities Master Fund (9)
  195,122 
  * 
  195,122 
  — 
  * 
Sino Elect Investments Limited (10)
  48,780 
  * 
  48,780 
  — 
  * 
Mega City Investments Limited (11)
  487,805 
  * 
  487,805 
  — 
  * 
The number of shares of Common Stock beneficially owned after this offering assumes the sale of all of the Shares offered by the selling stockholders pursuant to this prospectus. However, because the selling stockholders may sell all or some of their Shares under this prospectus from time to time, or in another permitted manner, we cannot assure you as to the actual number of Shares that will be sold by the selling stockholders or that will be held by the selling stockholders after completion of any sales. We do not know how long any of the selling stockholders will hold the Shares before selling them. Information concerning the selling stockholders may change from time to time and changed information will be presented in a supplement to this prospectus if and when necessary and required.
 
*
Name of Selling Stockholder
 
Shares of Common Stock Beneficially Owned Prior to this Offering(1)
 
 
Maximum Number of Shares of
Common Stock
 
 
Shares of Common Stock Beneficially Owned After this Offering(1)(2)
 
 
 
Number
 
 
Percentage
 
 
Being Offered
 
 
Number
 
 
 Percentage
 
GIC Private Limited(3)
  1,119,820 
  1.88%
  1,119,820 
  - 
  - 
Grandwin Enterprises Limited(4)
  548,557 
  * 
  447,928 
  100,629 
  * 
Pioneer Step Holdings Limited(5)
  5,467,587 
  9.18%
  1,133,627 
  4,333,960 
  7.28%
Winsave Resources Limited(6)
  2,353,139 
  3.95%
  1,133,627 
  1,219,512 
  2.05%
* Less than 1%
-3-
 

(1)
“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,September6, 2019, and the percentage is based upon 53,837,62659,565,920 shares of our Common Stock outstanding as of November 20, 2017.September6, 2019.
(2)Assumes sale of all sharesShares available for sale under this prospectus and no further acquisitions of shares of Common Stock by the selling stockholders.
(3)ICQ Management, LLC (“ICQ GP”)GIC Private Limited is wholly-owned by the general partnerGovernment of ICQ Investments CX, LP. Divesh MakanSingapore and was established with the sole purpose of managing Singapore’s foreign reserves. The Government of Singapore disclaims beneficial ownership of these shares. The business address of GIC Private Limited is the managing member of ICQ GP. The address for the entities and individuals listed in this footnote is c/o ICONIQ168 Robinson Road, #37-01 Capital 394 Pacific Avenue, 2nd Floor, San Francisco, CA 94111.Tower, Singapore 068912.
(4)
Winsave ResourcesConsists of (i) 447,928 shares held by Grandwin Enterprises Limited, a company registered under the laws of the British Virgin Islands (“Winsave”Grandwin Enterprises”) is a wholly-owned subsidiary of Li Ka Shing (Overseas) Foundation (“LKSOF”). Investment decisionsand (ii) 100,629 shares held 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”)Pak To Leung. Pak To Leung is the Chairman. Investment decisionssole shareholder of Grandwin Enterprises and may be deemed to beneficially own and have sole voting and dispositive power with respect to the shares held by Winsave are made by the majority vote of a board of directors currently consisting of five persons. Mr. Li Grandwin Enterprises. The registered office address for Grandwin Enterprises is not a director or officer of Winsave.
Morgan & Morgan Building, Pasea Estate, Road Town, Tortola, British Virgin Islands.
(5)
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.
(6)
Based on beneficial ownership reported on Schedule 13D/A filed with SEC on November 21, 2017,August 16, 2019, (i) Pioneer Step Holdings Limited (“Pioneer Step”) beneficially owned and had sole voting and dispositive power with respect to 4,333,9605,467,587 shares (the “Pioneer Shares”) and (ii) Chau Hoi Shuen Solina Holly (“Solina Chau”), 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,Suites PT. 2909 & 2910, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong. The business address of Solina Chau is c/o 29th Floor,Suites PT. 2909 & 2910, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong.
(7)(6)Lin Tian Maw
Winsave Resources Limited (“Winsave Resources”) beneficially owns and has sole voting and investmentdispositive power with respect to the shares. Li Ka Shing (Overseas) Foundation (“LKSOF”), by virtue of being the sole shareholder of Winsave Resources, may be deemed to beneficially own and have sole voting and dispositive power with respect to the shares held by Key Sino Investments Limited.
(8)Eric Lin has votingWinsave Resources. Investment decisions by LKSOF are made by the majority vote of its board of directors currently consisting of fourteen (14) persons of which Li Ka Shing (“Mr. Li”) is the Chairman. Investment decisions by Winsave Resources are made by the majority vote of its board of directors currently consisting of five (5) persons. Mr. Li is not a director or officer of Winsave Resources, and investment power with respect toMr. Li does not report as having Section 13(d) beneficial ownership over any of the shares held by Linberg's Investments Limited.
(9)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.
(10)Awy Dionisius Julianto has voting and investment power with respect to the shares held by Sino Elect Investments Limited.
(11)Fan Jianxin has voting and investment power with respect to the shares held by Mega City Investments Limited.Winsave Resources.
-9-

 
Relationship with Selling Stockholders
 
As discussed in greater detail above under the section titled “Prospectus Summary –Summary—Private Placement,Placements” (i) in November 2017,May 2019, we entered into the Note Purchase Agreement with thecertain selling stockholders pursuant to which we sold and issued the Shares to the selling stockholdersNotes, which Notes were subsequently converted into shares of our Common Stock, and also entered into the May Registration Rights Agreement with thesuch selling stockholders pursuant to which we agreed to file a registration statement with the SEC to cover the resale of the Conversion Shares by such selling stockholders and (ii) in August 2019, we entered into the Purchase Agreement with certain selling stockholders pursuant to which we sold and issued shares of our Common Stock and also entered into the August Registration Rights Agreement with such selling stockholders pursuant to which we agreed to file a registration statement with the SEC to cover the resale of the shares of our Common Stock issued pursuant to the Purchase Agreement by such 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 of Common Stock or other securities.
 
 
-4--10-
PLAPLANN OFDISTRIBUTION
 
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;
●
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;
●
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;
●
through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise;
●
a combination of any such methods of sale; andor
●
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. 
 
-11-

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, assignees, transferees or other successors in interestsuccessors-in-interest will be the selling beneficial owners for purposes of this prospectus.
 
-5-
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.
 
  -12-
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 May Registration Rights Agreement and August Registration Rights Agreement (together, the “Registration Rights Agreements”), 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, and (xi) any other fees and disbursements customarily paid by the issuers of securities. Further, with respect to each of the Registration Rights Agreements, we will bear all reasonable fees and disbursements of one legal counsel for the selling stockholders party to such Registration Rights Agreement in an amount not to exceed $50,000 in the aggregate during the term of thefor each Registration Rights Agreement and (xii) any other fees and disbursements customarily paid by the issuers of securities.Agreement. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with the Registration Rights Agreement,Agreements, 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,Agreements, or we may be entitled to contribution.
 
-13-

LEGLEGALAL MATTERS
 
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. 
 
EXPERTSEXPERTS
 
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.
 
-6-
INFORMATION INCORPORATEDINCORPORATED 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. AnyIn accordance with Rule 412 of the Securities Act, 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:
●
our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 7, 2019;
●
the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 from our definitive proxy statement on Schedule 14A (other than information furnished rather than filed) filed with the SEC on April 23, 2019;
●
our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019 and June 30, 2019, filed with the SEC on May 9, 2019 and August 7, 2019, respectively;
●
our Current Reports on Form 8-K (other than information furnished rather than filed) filed with the SEC on May 10, 2019, May 14, 2019, May 20, 2019, June 27, 2019, July 1, 2019, August 14, 2019 and August 15, 2019; and
 
●
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 and November 21, 2017; and
●
our Definitive Proxy Statement on Schedule 14A and amendment thereto filed with the SEC on May 1, 2017.description.
 
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 (including documents filed after the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of the registration statement). 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 Boulevard10900 Wilshire Blvd., Suite 650
Suite GLos Angeles, California 90024
Irvine, CA 92618
Attn.:Attention: Corporate Secretary
(310) 388-6706
Information contained on our website, www.chromadex.com, is not a prospectus and does not constitute part of this prospectus.
-14-

 
WHERE YOU CCAN FINAN FIND AD ADDITIONALDITIONAL INFORMATION
 
This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits which are part of the registration statement. For further information with respect to us and the securities offered by this prospectus, we refer you to the registration statement and the exhibits filed as part of the registration statement. We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act.SEC. You may read and copy any document we file with the SEC at the SEC’s Public Reference Room locatedSEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may obtainPlease call the SEC at 1.800.SEC.0330 for further information on the operation of the public reference room by callingroom. Our SEC filings are also available to the SECpublic at 1-800-SEC-0330. Our filings with the SEC also are available from the SEC’s internet siteSEC's website at http://www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically.www.sec.gov. You may obtain a copy of these filings at no cost by writing us at the following address: ChromaDex Corporation, 10005 Muirlands Boulevard10900 Wilshire Blvd., Suite G, Irvine, CA 92618, Attn.:650, Los Angeles, California 90024, Attention: Corporate Secretary. We also maintain a website at www.chromadex.com
. The information contained in, or that can be accessed through, our website is not part of this prospectus.
 
 
-7--15-
PART II.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 14.Other Expenses of Issuance and Distribution.
 
The following is a statement of the estimated expenses to be incurred by us in connection with the registration of the securities under this registration statement, all of which will be borne by us.
 
Securities and Exchange Commission Registration Fee
 $4,5991,896 
Legal Fees and Expenses
 150,000$200,000 
Accountants’ Fees and Expenses
 $20,000 
Miscellaneous
 5,401$ 8,104 
Total
 $180,000230,000 
 
Item 15.Indemnification of Directors and Officers.
 
Section 145 of the Delaware General Corporation Law (the “DGCL”“DGCL”) empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending, or completed legal action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee, or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided that such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, and, for criminal proceedings, had no reasonable cause to believe his conduct was illegal. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred.
 
Our certificate of incorporation and bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law, except that no indemnification will be provided to a director, officer, employee, or agent if the indemnification sought is in connection with a proceeding initiated by such person without the authorization of our board of directors. The bylaws also provide that the right of directors and officers to indemnification shall be a contract right and shall not be exclusive of any other right now possessed or hereafter acquired under any statute, provision of the certificate of incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The bylaws also permit us to secure insurance on behalf of any officer, director, employee, or other agent for any liability arising out of his or her actions in such capacity, regardless of whether the bylaws would permit indemnification of any such liability.
 
In accordance with Section 102(b)(7) of the DGCL our certificate of incorporation provides that directors shall not be personally liable for monetary damages for breaches of their fiduciary duty as directors except for (i) breaches of their duty of loyalty to us or our stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law, (iii) certain transactions under Section 174 of the DGCL (unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) transactions from which a director derives an improper personal benefit. Our certificate of incorporation includes such a provision. The effect of this provision is to eliminate the personal liability of directors for monetary damages or actions involving a breach of their fiduciary duty of care, including any actions involving gross negligence.
 
In addition, we have entered into indemnification agreements with our directors and officers that require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service, so long as the indemnitee acted in good faith and in a manner the indemnitee reasonably believed to be in or not opposed to the best interests of ChromaDex,the Company, and, with respect to any criminal action or proceeding, the indemnitee had no reasonable cause to believe his or her conduct was unlawful. We also maintain director and officer liability insurance to insure our directors and officers against the cost of defense, settlement or payment of a judgment under specified circumstances.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
 
-8-II-1
 
 Item 16.
Exhibits.
 
Exhibit
Number
 Description
3.12.1*
 Agreement and Plan of Merger, dated as of May 21, 2008, by and among Cody Resources, Inc., CDI Acquisition, Inc. and ChromaDex, Inc. as amended June 10, 2008 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 24, 2008).
2.2*
Asset Purchase Agreement, dated as of August 21, 2017, by and among the Registrant, Covance Laboratories Inc., ChromaDex, Inc. and ChromaDex Analytics, Inc. (incorporated by reference to Exhibit 2.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017).
2.3*
Amendment to Asset Purchase Agreement, dated as of September 5, 2017, by and among the Registrant, Covance Laboratories Inc., ChromaDex, Inc. and ChromaDex Analytics, Inc. (incorporated by reference to Exhibit 2.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017).
3.1
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference from, and filed asto Exhibit 3.1 to the Registrant’sRegistrant’s Annual Report on Form 10-K filed with the SECCommission on March 16, 2017)15, 2018).
  
3.2
 
Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated by reference from, and filed asto Exhibit 3.1 to the Registrant’sRegistrant’s Current Report on Form 8-K filed with the SEC on April 12, 2016).
  
3.3
 
Bylaws of the Registrant (incorporated by reference from, and filed asto Exhibit 3.2 to the Registrant’sRegistrant’s Current Report on Form 8-K filed with the SEC on June 24, 2008).
  
3.4
 
Amendment to Bylaws of the Registrant (incorporated by reference from, and filed asto Exhibit 3.1 to the Registrant’sRegistrant’s Current Report on Form 8-K filed with the SEC on July 19, 2016).
4.1Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4.
  
4.14.2
 
Form of Stock Certificate representing shares of the Registrant’s Common Stock (incorporated by reference from, and filed asto Exhibit 4.1 of the Registrant’sRegistrant’s Annual Report on Form 10-K filed with the SEC on April 3, 2009).
  
4.24.3
 Form of Stock Certificate representing shares of the Registrant’s Common Stock (new design effective as of January 1, 2016, incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 17, 2016).
Investor4.4
Form of Stock Certificate representing shares of ChromaDex Corporation Common Stock (new design effective as of December 10, 2018, incorporated by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 07, 2019).
’4.5s
Investor’s Rights Agreement, effective as of December 31, 2005, by and between the Registrant and The University of Mississippi Research Foundation and the Registrant (incorporated by reference from, and filed asto Exhibit 4.1 to the Registrant’sRegistrant’s Current Report on Form 8-K filed with the SEC on June 24, 2008).
  
4.34.6
 
Tag-Along Agreement, effective as of December 31, 2005, by and among the Registrant, Frank Louis Jaksch, Snr. & Maria Jaksch, Trustees of the Jaksch Family Trust, Margery Germain, Lauren Germain, Emily Germain, Lucie Germain, Frank Louis Jaksch, Jr., and the University of Mississippi Research Foundation (incorporated by reference from, and filed asto Exhibit 4.2 to the Registrant’sRegistrant’s Current Report on Form 8-K filed with the SEC on June 24, 2008).
  
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4.44.7
 
FormRegistration Rights Agreement, dated as of Stock Certificate representing shares ofMay 9, 2019, by and among the Registrant and the Note Purchasers (incorporated by reference to Exhibit 99.2 to the Registrant’s Common Stock (new design effective as of January 1, 2016, incorporated by reference from and filed as Exhibit 4.4 to the Registrant’s AnnualCurrent Report on Form 10-K8-K filed with the SEC on March 17, 2016)May 10, 2019).
   
4.8
Registration Rights Agreement, dated as of August 15, 2019, by and among the Registrant and the Purchasers (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 15, 2019).
5.1†
 Opinion of Cooley LLP.
   
10.1
 Note Purchase Agreement, dated as of May 9, 2019, by and among the Registrant and the Note Purchasers (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 10, 2019).
10.2
Omnibus Amendment to Note Purchase Agreement and Convertible Promissory Notes, dated as of June 30, 2019, by and among the Registrant and the Note Purchasers (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 1, 2019).
10.3
Securities Purchase Agreement, dated November 3, 2017,as of August 13, 2019, by and among the Registrant and the Purchasers (incorporated by reference from, and filed as Exhibit 99.1 to the Registrant’sRegistrant’s Current Report on Form 8-K filed with the SEC on November 6, 2017)August 14, 2019).
   
23.1†
 Consent of Marcum LLP.LLP, Independent Registered Public Accounting Firm.
   
23.2†
 Consent of Cooley LLP (included in Exhibit 5.1).
   
24.124.1†
 Powers of Attorney (included in signature page hereto).Attorney.
 
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish supplemental copies of any of such omitted schedules upon request by the SEC.
 
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† Previously filed.
 
Item 17.Undertakings.
 
The undersigned registrant hereby undertakes:
(a) 
(a)(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(1) 
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)            
to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)            
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)            
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
(i)to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however,, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(b)
The undersigned registrant undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person of the registrant in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
 
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SIGNATURES
(2)            
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)            
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)            
That, for the purpose of determining liability under the Securities Act to any purchaser:
(i)            
each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)            
each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
 
(b)            
The undersigned registrant undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)            
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person of the registrant in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrantRegistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statementAmendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine,Los Angeles, State of California, December 14, 2017.on September26, 2019.
 

 CHROMADEX CORPORATION
  
By:
/s/ Frank L. Jaksch Jr.Robert Fried               
 Frank L. Jaksch Jr.Robert Fried
 Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Frank L. Jaksch Jr. and Kevin M. Farr, and each of them, as his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
     
Signature Title Date
   
/s/ FRANK L. JAKSCH JR.Robert Fried
Frank L. Jaksch Jr.Robert Fried
 
Chief Executive Officer and Director
(Principal Executive Officer)Officer)
 
 December 14, 2017
September26, 2019
/s/ KEVIN M. FARR
Kevin M. Farr
Kevin M. Farr 
 
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)Officer)
 
 December 14, 2017
September26, 2019
/s/ ROBERT FRIEDFrank L. Jaksch, Jr.*
Robert FriedFrank L. Jaksch, Jr.
 
 President, Chief Strategy Officer and DirectorExecutive Chairman of the Board December 14, 2017
September26, 2019
/s/ STEPHEN ALLENStephen A. Block*
Stephen AllenA. Block
 
 Chairman of the Board and Director December 14, 2017
September26, 2019
/s/ JEFF BAXTER Jeff Baxter*
Jeff Baxter
 
 Director December 14, 2017
September26, 2019
/s/ STEPHEN BLOCK
Stephen Block
DirectorDecember 14, 2017
/s/ KURT GUSTAFSON Kurt Gustafson*
Kurt Gustafson
 
 Director December 14, 2017
September26, 2019
/s/ TONY LAU______________
Tony Lau
 
 Director December 14, 2017
/s/ STEVEN RUBINSteven Rubin*
Steven Rubin
 
 Director December 14, 2017
September26, 2019
/s/ WENDY YUWendy Yu*
Wendy Yu
 Director December 14, 2017
September26, 2019
 
* Pursuant to power of attorney
 
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By:
/s/ Robert Fried
Robert Fried
Attorney-in-fact