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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR
15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): December 15, 2017
CHROMADEX CORPORATION
(Exact name of registrant as specified in its
charter)
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Delaware
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001-37752
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26-2940963
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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)
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))
Indicate by check mark whether the
registrant is an emerging growth company as defined in
Rule 405 of the Securities
Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§240.12b-2 of
this chapter).
Emerging growth
company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On December 15, 2017, ChromaDex Corporation (the
“Company”) entered into a transition and separation
agreement with Thomas C. Varvaro (the “Separation
Agreement”). Pursuant to the Separation Agreement, Mr.
Varvaro will resign from the Company effective January 19, 2018
(the “Separation Date”), and will provide certain
consulting services to the Company for three months following the
Separation Date, upon the Company’s specific request and up
to a maximum of 24 hours per month. Pursuant to the Separation
Agreement, Mr. Varvaro is entitled to receive the following
compensation and other benefits, subject to the Company’s
receipt of an effective release and waiver of claims from Mr.
Varvaro: (i) continued payment of his current base salary for 24
months following the Separation Date; (ii) a cash bonus equal to
the maximum bonus he would have otherwise been eligible to receive
for fiscal year 2017; (iii) payment of COBRA premiums through the
earlier of 24 months following the Separation Date or the date upon
which he becomes ineligible for continued coverage under COBRA, and
payment of long-term disability and life insurance premiums through
24 months following the Separation Date; and (iv) acceleration of
vesting of all outstanding options or other equity awards
previously granted to Mr. Varvaro.
On December 20, 2017, the Company and Robert Fried, the
Company’s President and Chief Strategy Officer, entered into
an amendment (the “Amendment”) to Mr. Fried’s
existing Executive Employment Agreement, dated March 12, 2017 (the
“Original Agreement”). The Amendment (i) eliminates the
future time-based grants of shares of restricted common stock of
the Company (the “Common Stock”) that Mr. Fried was
eligible to receive pursuant to the Original Agreement and (ii)
provides that Mr. Fried will be granted the shares of
performance-based restricted Common Stock that Mr. Fried is
eligible to receive pursuant to the Original Agreement immediately
prior to the consummation of a change in control of the Company,
subject to Mr. Fried’s continuous service through such change
in control.
In connection with the Amendment, also on December 20, 2017, the
Compensation Committee of the Board of Directors of the Company (i)
accelerated in full the vesting of the 166,667 shares of restricted
Common Stock previously granted to Mr. Fried on March 12, 2017, and
(ii) granted to Mr. Fried 333,333 shares of restricted Common Stock
pursuant to the Company’s 2017 Equity Incentive Plan, which
shares are fully-vested.
The foregoing summary of the Separation Agreement and the Amendment
is qualified in its entirety by the Separation Agreement and the
Amendment, which are attached hereto as Exhibits 10.1 and
10.2, respectively, and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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Transition
and Separation Agreement, dated December 15, 2017, by and between
ChromaDex Corporation and Thomas C. Varvaro.
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Amendment
to Executive Employment Agreement, dated December 20, 2017, by and
between ChromaDex Corporation and Robert Fried.
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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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CHROMADEX CORPORATION
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Dated:
December 21, 2017
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By:
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/s/
Frank L. Jaksch, Jr.
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Name:
Frank L. Jaksch, Jr.
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Chief
Executive Officer
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