SEC Connect
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): November 4,
2016
CHROMADEX
CORPORATION
(Exact
name of registrant as specified in its charter)
Commission
File Number: 000-53290
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Delaware
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26-2940963
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(State
or other jurisdiction of incorporation)
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(IRS
Employer Identification No.)
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10005 Muirlands Boulevard
Suite G
Irvine, California 92618
(Address
of principal executive offices, including zip code)
949-419-0288
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a
Material Definitive Agreement.
On
November 4, 2016, ChromaDex Corporation (the “Company”)
entered into a business financing agreement (the
“Agreement”) with Western Alliance Bank (the
“Lender”), in order to establish a formula based
revolving credit line pursuant to which the Company, the
Company’s wholly owned subsidiary, ChromaDex, Inc. (the
“Subsidiary”), and two wholly owned subsidiaries of the
Subsidiary, ChromaDex Analytics, Inc. and Spherix Consulting, Inc.
(together with the Company and the Subsidiary, the
“Borrowers”), may borrow an aggregate principal amount
of up to $5,000,000, subject to the terms and conditions of the
Agreement. The Borrowers intend to use the proceeds received under
the Agreement for working capital needs and to fund general
business requirements. Upon execution of the Agreement, the
Borrowers paid a $25,000 facility fee and a $900 due diligence fee
to Lender.
The
interest rate will be calculated at a floating rate per month equal
to (a) the greater of (i) 3.50% per year or (ii) the Prime Rate
published in the Money Rates section of the Western Edition of The
Wall Street Journal, or such other rate of interest publicly
announced by Lender as its Prime Rate, plus (b) 2.50 percentage
points, plus an additional 5.00 percentage points during any period
that an event of default has occurred and is continuing. The
Borrowers’ obligations under the Agreement are secured by a
security interest in substantially all of the Borrowers’
current and future personal property assets, including intellectual
property.
Any
borrowings, interest or other fees or obligations that the
Borrowers owe Lender pursuant to the Agreement (the
“Obligations”) will be become due and payable on
November 4, 2018 (the “Maturity Date”). If the
Agreement is terminated prior to November 4, 2017, Borrowers will
pay a termination fee of $50,000 to Lender (the “Termination
Fee”), provided that such Termination Fee will be waived in
the event that Borrowers refinance with Lender. The Borrowers will
also pay the Lender (a) an annual facility fee, (b) a fee upon the
issuance of each letter of credit, (c) a monthly collateral
maintenance fee equal to 0.05% of the outstanding principal balance
under the Agreement, (d) fees for any cash management services
provided by Lender and (e) a due diligence fee on the first
anniversary of the Agreement.
The
Agreement includes quick ratio, EBDAS and minimum revenue financial
covenants.
The
Borrowers are also subject to a number of affirmative and
restrictive covenants, including covenants regarding delivery of
financial statements, maintenance of inventory, payment of taxes,
maintenance of insurance, dispositions of property, business
combinations or acquisitions and incurrence of additional
indebtedness, among other customary covenants. Upon the occurrence
of certain events, including but not limited to the
Borrowers’ failure to satisfy payment obligations under the
Agreement, the breach of certain of Borrowers’ other
covenants under the Agreement, or the occurrence of a material
adverse change, Lender will have the right, among other remedies,
to declare all Obligations due and payable.
The
Borrowers may terminate the Agreement prior to the Maturity Date at
any time upon 30 days’ notice to Lender and payment in full
of the Obligations.
Pursuant
to an exclusive placement and advisory agreement by and among the
Company, Trump Securities LLC (“Trump”) and Credo 180,
LLC, the Company paid Trump a consulting fee of $100,000 in
connection with the execution of the Agreement.
The
foregoing is only a summary of the material terms of the Agreement,
and does not purport to be complete and is qualified in its
entirety by reference to the full text of the Agreement, which will
be filed as an exhibit to the Company’s Annual Report on Form
10-K for the year ended December 31, 2016.
On
November 8, 2016, the Company issued a press release announcing the
Agreement, a copy of which is attached hereto as Exhibit
99.1.
Item 2.03 Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 above is hereby incorporated
by reference into Item 2.03.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Press
Release, dated November 8, 2016
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Date:
November 8, 2016
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CHROMADEX
CORPORATION
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By:
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/s/ Frank L. Jaksch, Jr.
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Frank
L. Jaksch, Jr.
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Chief
Executive Officer
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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99.1
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Press
Release, dated November 8, 2016
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