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| EX-99.1 - PRESS RELEASE - ChromaDex Corp. | ex99-1.htm |
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): June 9, 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 1.01 Entry into a Material Definitive Agreement.
On June
9, 2017, ChromaPharma, Inc. ("ChromaDex"), a Nevada corporation and
wholly owned subsidiary of ChromaDex Corporation, a Delaware
corporation (the "Company"), entered into a License Agreement (the
"License Agreement") and a Research Funding Agreement (the
"Research Funding Agreement" and together with the License
Agreement, the “Agreements”) with the Scripps Research
Institute, a California nonprofit public benefit corporation
("TSRI").
Under
the terms of the License Agreement, TSRI granted to ChromaDex a
worldwide, exclusive, royalty-bearing right and license to use
certain patent rights relating to methods and compositions for
enhancing cancer therapy. TSRI is engaged in research relating to
breast cancer and nicotinamide adenine dinucleotide/ nicotinamide
adenine dinucleotide hydride redox balancing. The License Agreement
terminates on the later of the expiration date of the last to
expire patent rights or fifteen years after the first commercial
sale of a licensed product, determined on a country-by-country
basis. The License Agreement may be terminated by the mutual
written consent of ChromaDex and TSRI, and TSRI may terminate the
License Agreement upon the occurrence of certain events, including
but not limited to if ChromaDex does not make a payment due
pursuant to the License Agreement and fails to cure such
non-payment within 30 days after the date of TSRI’s written
notice of such non-payment. As consideration for the license
granted, ChromaDex will make a cash payment of $50,000 to TSRI
within 15 days of closing. Additionally, ChromaDex will pay TRSI
(i) annual cash fees that range from $50,000 to $100,000 which will
be credited against running royalties due, (ii) product development
milestone payments that range from the low-six digit dollar figure
to the low-eight digit dollar figure and (iii) royalties on net
sales of licensed products in the mid-single digit percentage
figure range. ChromaDex will also reimburse TSRI for certain costs
incurred in connection with the preparation, filing and/or
maintenance of applications for patent protection. ChromaDex has
agreed to use reasonable efforts to develop and market the licensed
products.
Under
the terms of the Research Funding Agreement, ChromaDex agreed to
provide aggregate funding to TSRI of up to approximately $2.0
million in different installments over the next three years in
exchange for TSRI’s research related to the use of
nicotinamide riboside for enhancement of endocrine therapy and
prevention of relapse in breast cancer. The first installment
payment is due within 10 days of the closing date. Future
installment payments will become due on certain dates or upon the
achievement of certain milestones. Unless terminated sooner, the
Research Funding Agreement will terminate in three years. ChromaDex
may terminate the Research Funding Agreement by giving 90 days
advance written notice of termination to TSRI. In addition, the
Research Funding Agreement may be terminated upon the occurrence of
certain events, including upon failure of a party to perform any
obligation required under the Research Funding
Agreement.
The foregoing description of the License Agreement and Research
Funding Agreement is only a summary and is qualified in its
entirety by reference to the Agreements. The Company intends to
file a copy of the Agreements as exhibits to its Quarterly Report
on Form 10-Q for its quarter ending July 1, 2017, portions of which
will be subject to a FOIA Confidential Treatment Request to the
Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended, for certain portions
of the Agreements. The omitted material will be included in the
request for confidential treatment.
On June
12, 2017, the Company issued a press release announcing the
Agreements. A copy of the press release is attached hereto as
Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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99.1
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Press
Release dated June 12, 2017.
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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:
June 12, 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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INDEX TO EXHIBITS
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Exhibit Number
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Description
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99.1
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Press
Release dated June 12, 2017.
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