What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-08-10 compared with 2022-05-12 · 189 added, 67 removed, 531 unchanged (33% of the section changed)

3 unchanged sentences

(In thousands except par values, unless otherwise indicated)

Mar 31, 2022 Dec 31, 2021

Jun 30, 2022 Dec 31, 2021

Current assets

Cash, including restricted cash of $ 0.2 million as of both dates

Cash and cash equivalents, including restricted cash of $ 0.2 million as of both dates

$ 17,072 $ 28,219

25 unchanged sentences

authorized 150,000 shares;

68,149 shares and 68,126 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively.

68,155 shares and 68,126 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively

Additional paid-in capital 203,798 200,614

7 unchanged sentences

(In thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Sales, net $ 16,732 $ 17,699 $ 33,991 $ 32,382

13 unchanged sentences

ChromaDex Corporation and Subsidiaries

Unaudited Condensed Consolidated Statement of Stockholders' Equity

Unaudited Condensed Consolidated Statements of Stockholders' Equity

(In thousands, unless otherwise indicated)

Three Months Ended March 31, 2022

Three Months Ended June 30, 2022

Common Stock Additional Paid-in Capital Accumulated Deficit Cumulative Translation Adjustments Total Stockholders' Equity

Shares Amount

Balance, April 1, 2022 68,149 $ 68 $ 202,502 $ ( 176,693 ) $ — $ 25,877

Issuance of restricted stock 6 — — —

Share-based compensation — — 1,296 — — 1,296

Translation adjustment — — — — 2 2

Net loss — — — ( 6,397 ) — ( 6,397 )

Balance, June 30, 2022 68,155 $ 68 $ 203,798 $ ( 183,090 ) $ 2 $ 20,778

Six Months Ended June 30, 2022

Common Stock Additional

Paid-in Capital Accumulated

Deficit Cumulative

Adjustments Total

Stockholders'

Shares Amount

Balance, January 1, 2022 68,126 $ 68 $ 200,614 $ ( 168,953 ) $ ( 2 ) $ 31,727

3 unchanged sentences

Net loss — — — ( 14,137 ) — ( 14,137 )

Balance, March 31, 2022 68,149 $ 68 $ 202,502 $ ( 176,693 ) $ — $ 25,877

Three Months Ended March 31, 2021

Balance, June 30, 2022 68,155 $ 68 $ 203,798 $ ( 183,090 ) $ 2 $ 20,778

See accompanying notes to condensed consolidated financial statements.

ChromaDex Corporation and Subsidiaries

Unaudited Condensed Consolidated Statements of Stockholders' Equity - Continued

(In thousands, unless otherwise indicated)

Three Months Ended June 30, 2021

Common Stock Additional Paid-in Capital Accumulated Deficit Cumulative Translation Adjustments Total Stockholders' Equity

Shares Amount

Balance, April 1, 2021 67,702 $ 68 $ 192,972 $ ( 149,206 ) $ ( 2 ) $ 43,832

Issuance of common stock, net of offering costs of $ 0.3 million

213 — 1,869 1,869

Issuance of common stock resulting from the exercise of stock options 94 — 391 — — 391

Share-based compensation — — 1,616 — — 1,616

Net loss — — — ( 5,566 ) — ( 5,566 )

Balance, June 30, 2021 68,009 $ 68 $ 196,848 $ ( 154,772 ) $ ( 2 ) $ 42,142

Six Months Ended June 30, 2021

Common Stock Additional

Paid-in Capital Accumulated Deficit Cumulative Translation Adjustments Total Stockholders' Equity

Shares Amount

Balance, January 1, 2021 61,881 $ 62 $ 158,190 $ ( 141,825 ) $ ( 3 ) $ 16,424

5 unchanged sentences

Net loss — — — ( 12,947 ) ( 12,947 )

Balance, March 31, 2021 67,702 $ 68 $ 192,972 $ ( 149,206 ) $ ( 2 ) $ 43,832

Balance, June 30, 2021 68,009 $ 68 $ 196,848 $ ( 154,772 ) $ ( 2 ) $ 42,142

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(In thousands, unless otherwise indicated)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows From Operating Activities

5 unchanged sentences

Share-based compensation expense 3,184 2,900

Loss on disposal of leasehold improvements and equipment 5 —

Provision for doubtful trade receivables 22 26

7 unchanged sentences

Accrued expenses 215 ( 564 )

Deferred revenue ( 118 ) —

Customer deposits and other 16 ( 68 )

10 unchanged sentences

Net cash (used in) provided by financing activities ( 7 ) 35,692

Net (decrease) increase in cash ( 7,226 ) 27,994

Cash, including restricted cash of $ 0.2 million for both periods - beginning of period

Net (decrease) increase in cash and cash equivalents ( 11,147 ) 22,081

Cash and cash equivalents, including restricted cash of $ 0.2 million for both periods - beginning of period

28,219 16,697

Cash, including restricted cash of $ 0.2 million for both periods - end of period

Cash and cash equivalents, including restricted cash of $ 0.2 million for both periods - end of period

$ 17,072 $ 38,778

2 unchanged sentences

Cash payments for principal on operating lease liabilities $ 204 $ 312

Supplemental Schedule of Noncash Operating Activity

Right-of-use assets and operating lease obligations incurred for entering into lease amendment $ — $ 2,209

See accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

ChromaDex Corporation and its wholly owned subsidiaries, ChromaDex, Inc., ChromaDex Analytics, Inc., ChromaDex Asia Limited, ChromaDex Europa B.V.

and ChromaDex Sağlik Ürünleri Anonim Şirketi (collectively, “ChromaDex”, the “Company”) are a global bioscience company dedicated to healthy aging.

and ChromaDex Sağlik Ürünleri Anonim Şirketi (collectively, “ChromaDex” or the “Company”) is a global bioscience company dedicated to healthy aging.

The ChromaDex team, which includes world-renowned scientists, is pioneering research on nicotinamide adenine dinucleotide (NAD+), an essential coenzyme that is a key regulator of cellular metabolism and is found in every cell of the human body.

NAD+ levels in humans have been shown to decline with age, among other factors, and may be increased through supplementation with NAD+ precursors.

ChromaDex is the innovator behind NAD+ precursor nicotinamide riboside (NR), commercialized as the flagship ingredient Niagen®.

ChromaDex is the innovator behind the NAD+ precursor nicotinamide riboside (NR), commercialized as the flagship ingredient Niagen®.

Nicotinamide riboside and other NAD+ precursors are protected by ChromaDex’s patent and/or licensed rights portfolio.

5 unchanged sentences

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “GAAP”) for interim financial information and the instructions to Form 10-Q and Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

5 unchanged sentences

All significant intercompany balances and transactions have been eliminated from these financial statements.

Reclassifications:

Certain prior period results have been reclassified to be consistent with the current period presentation.

Significant Accounting Policies :

15 unchanged sentences

Evaluation of Ability to Maintain Current Level of Operations

In connection with the preparation of these condensed consolidated financial statements for the three months ended March 31, 2022, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to meet its obligations as they became due over the next twelve months from the date of issuance of the Company’s first quarter of 2022 interim condensed consolidated financial statements.

Management assessed that there were such conditions and events, including a history of recurring operating losses, negative cash flows from operating activities and the continued impact of the COVID-19 pandemic.

The Company incurred a net loss of $ 7.7 million and used net cash in operating activities of $ 7.2 million for the three months ended March 31, 2022.

Management evaluated these conditions and anticipates that its current cash and cash equivalents of $ 21.0 million, including restricted cash of approximately $ 0.2 million, and cash to be generated from net sales will be sufficient to meet its projected operating plans through at least the next twelve months from the issuance date of these financial statements.

In connection with the preparation of these condensed consolidated financial statements for the six months ended June 30, 2022, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to meet its obligations as they became due over the next twelve months from the date of issuance of the Company’s second quarter of 2022 interim condensed consolidated financial statements.

Management assessed that there were such conditions and events, including a history of recurring operating losses, negative cash flows from operating activities, the continued impact of the COVID-19 pandemic and inflationary pressures.

For the six months ended June 30, 2022, t he Company incurred a net loss of $ 14.1 million and used net cash in operating activities of $ 11.0 million.

As of June 30, 2022, the Company had unrestricted cash and cash equivalents of $ 16.9 million which consists of bank deposits or highly liquid investment-grade debt instruments with an original maturity of three months or less.

The fair value of the Company’s cash and cash equivalents is derived using Level 1 inputs.

Management evaluated these conditions and anticipates that its current unrestricted cash and cash equivalents and cash to be generated from net sales will be sufficient to meet its financial obligations as they become due over at least the next twelve months from the issuance date of these financial statements.

Management’s assessment additionally includes plans to minimize expenses and reduce the cash burn rate for the second half of fiscal year 2022.

The Company may, however, seek additional capital within the next twelve months, both to fund its projected operating plans after the next twelve months and/or to fund the Company’s longer-term strategic objectives.

The Company has an available line of credit up to $ 10.0 million, subject to certain terms and conditions, from Western Alliance Bank which had no outstanding borrowings as of March 31, 2022.

The Company has an available line of credit with Western Alliance Bank for up to $ 10.0 million, subject to certain terms and conditions which currently allow for $ 3.8 million of borrowing.

There are no outstanding borrowings as of June 30, 2022.

In June 2020, the Company filed a $ 125 million registration statement on Form S-3 with the SEC, utilizing a “shelf” registration process.

3 unchanged sentences

(ATM Facility).

As of March 31, 2022, approximately $ 47.8 million remains available under the ATM Facility.

As of June 30, 2022, approximately $ 47.8 million remains available under the ATM Facility.

The Company’s potential use of the ATM facility is subject to the satisfaction of various conditions in the ATM Facility agreement as well market conditions.

As a result, the Company’s ability to rely on the ATM Facility to raise liquidity is limited to a material extent.

Earnings Per Share Applicable to Common Stockholders

The following table sets forth the computations of earnings per share amounts applicable to common stockholders for the three months ended March 31, 2022 and 2021:

Three Months Ended March 31,

The following table sets forth the computations of earnings per share amounts applicable to common stockholders for the three and six months ended June 30, 2022 and 2021:

Three Months Ended June 30, Six Months Ended June 30,

(In thousands, except per share data) 2022 2021 2022 2021

6 unchanged sentences

Restricted stock units 593 92 593 92

(1) Includes approximately 0.2 million nonvested shares of restricted stock for the three months ended March 31, 2022 and 2021 which are participating securities that feature voting and dividend rights.

(1) Includes approximately 0.2 million nonvested shares of restricted stock for the three and six months ended June 30, 2021 which are participating securities that feature voting and dividend rights.

(2) Excluded from the computation of loss per share as their impact is antidilutive.

15 unchanged sentences

The following tables set forth financial information by segment:

Three months ended March 31, 2022 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total

Three months ended June 30, 2022 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total

(In thousands)

1 unchanged sentence

Cost of sales 5,218 681 791 — 6,690

Gross profit (loss) 9,302 783 ( 43 ) — 10,042

Operating expenses:

Sales and marketing 7,864 — 157 — 8,021

Research and development 1,113 132 — — 1,245

General and administrative — — — 7,163 7,163

Operating expenses 8,977 132 157 7,163 16,429

Operating income (loss) $ 325 $ 651 $ ( 200 ) $ ( 7,163 ) $ ( 6,387 )

Six Months Ended June 30, 2022 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total

(In thousands)

Net sales $ 29,457 $ 2,891 $ 1,643 $ — $ 33,991

Cost of sales 10,470 1,403 1,544 — 13,417

Gross profit 18,987 1,488 99 — 20,574

5 unchanged sentences

Operating income (loss) $ 934 $ 1,256 $ ( 197 ) $ ( 16,112 ) $ ( 14,119 )

Three months ended March 31, 2021 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total

Three months ended June 30, 2021 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total

(In thousands)

8 unchanged sentences

Operating income (loss) $ 2,733 $ 750 $ 91 $ ( 9,128 ) $ ( 5,554 )

Six Months Ended June 30, 2021 Consumer Products segment Ingredients segment Analytical Reference Standards and Services segment Corporate and other Total

(In thousands)

Net sales $ 27,833 $ 2,819 $ 1,730 $ — $ 32,382

Cost of sales 9,750 1,238 1,350 — 12,338

Gross profit 18,083 1,581 380 — 20,044

Operating expenses:

Sales and marketing 12,301 11 178 — 12,490

Research and development 1,644 147 — — 1,791

General and administrative — — — 18,679 18,679

Operating expenses 13,945 158 178 18,679 32,960

Operating income (loss) $ 4,138 $ 1,423 $ 202 $ ( 18,679 ) $ ( 12,916 )

Disaggregation of Revenue

1 unchanged sentence

Disaggregated revenues are as follows:

Three Months Ended March 31, 2022 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total

Three Months Ended June 30, 2022 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total

(In thousands)

8 unchanged sentences

Total Net Sales $ 14,520 $ 1,464 $ 748 $ 16,732

Three Months Ended March 31, 2021 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total

Six Months Ended June 30, 2022 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total

(In thousands)

8 unchanged sentences

Total Net Sales $ 29,457 $ 2,891 $ 1,643 $ 33,991

Three Months Ended June 30, 2021 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total

(In thousands)

Tru Niagen®, Consumer Product $ 15,396 $ — $ — $ 15,396

Niagen® Ingredient

— 1,281 — 1,281

Subtotal Niagen® Related $ 15,396 $ 1,281 $ — $ 16,677

Other Ingredients — 223 — 223

Reference Standards — — 695 695

Consulting and Other — — 104 104

Subtotal Other Goods and Services $ — $ 223 $ 799 $ 1,022

Total Net Sales $ 15,396 $ 1,504 $ 799 $ 17,699

Six Months Ended June 30, 2021 Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total

(In thousands)

Tru Niagen®, Consumer Product $ 27,833 $ — $ — $ 27,833

Niagen® Ingredient

— 2,484 — 2,484

Subtotal Niagen® Related $ 27,833 $ 2,484 $ — $ 30,317

Other Ingredients — 335 — 335

Reference Standards — — 1,495 1,495

Consulting and Other — — 235 235

Subtotal Other Goods and Services $ — $ 335 $ 1,730 $ 2,065

Total Net Sales $ 27,833 $ 2,819 $ 1,730 $ 32,382

Disclosure of Major Customers

1 unchanged sentence

Percentage of net sales from major customers of the Company’s consumer products segment for the periods indicated were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Major Customers 2022 2021 2022 2021

Watson Group - Related Party * 16.5 % 12.0 % 13.8 %

* Represents less than 10%

The percentage of the amounts due from major customers to total trade receivables, net for the periods indicated were as follows:

Major Customers At Mar 31, 2022 At Dec 31, 2021

Major Customers At Jun 30, 2022 At Dec 31, 2021

Watson Group - Related Party 34.2 % 39.6 %

10.1 % 10.3 %

Life Extension 14.1 % 22.1 %

Amazon Marketplaces 13.7 % *

Matakana Health 11.5 % *

* Represents less than 10%

3 unchanged sentences

The sale of consumer products and corresponding trade receivables to related parties during the periods indicated are as follows:

Net Sales Trade Receivable as of

Three Months Ended March 31, March 31, December 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Watson Group - Related Party $ 1.5 million $ 2.9 million $ 4.1 million $ 4.5 million

Total $ 2.6 million $ 1.6 million $ 2.3 million $ 2.1 million

The Company's major classes of inventory and corresponding balances as of March 31, 2022 and December 31, 2021 are as follows:

(In thousands) Mar 31, 2022 Dec 31, 2021

Total Related Party Net Sales $ 1.5 million $ 2.9 million $ 4.1 million $ 4.5 million

During all periods indicated, sales to Horizon Ventures were insignificant.

Trade Receivable as of

Jun 30, 2022 Dec 31, 2021

Watson Group - Related Party $ 1.3 million $ 2.1 million

Total Related Party Trade Receivables $ 1.3 million $ 2.1 million

For the periods indicated, trade receivables to Horizon Ventures were insignificant.

Joint Venture Agreement

On May 19, 2022, the Company entered into an agreement to form a joint venture (the “JV”) to expand the Company’s market strategy to include opportunities in Mainland China and its territories, excluding Hong Kong, Macau and Taiwan (the “Territory”), subject to the terms and satisfaction of the conditions contained therein.

The JV agreement is among Crystal Lake Developments Limited (Crystal Lake), Pioneer Idea Holdings Limited (Pioneer Idea), and Hong Kong (China) Taikuk Group Ltd (Taikuk).

Crystal Lake is indirectly wholly-owned by Li Ka Shing, and Pioneer Idea is indirectly owned by Solina Chau, and each of Mr.

Chau own through affiliated entities more than 5% of the Company’s common stock.

The business of the JV will be to market, sell and distribute Tru Niagen® and other products containing NR (the “Products”) developed by the Company in the Territory.

The JV agreement will have an initial term of 20 years, unless earlier terminated.

Crystal Lake, Pioneer Idea and Taikuk have each agreed to contribute $ 1.8 million, $ 1.2 million and $ 1.0 million, respectively into the JV.

In addition, the Company has agreed to pay $ 1.0 million to Taikuk, and Taikuk will receive an additional 5 % non-voting equity interest in the JV for introducing the parties.

Following the closing of the formation of the JV (the “Closing”), each of the parties will hold the following interest in the JV:

the Company ( 71 %), Crystal Lake ( 10.8 %), Pioneer Idea ( 7.2 %) and Taikuk (a 11 % non-voting interest).

The Company will have the right to elect three of the five directors in the JV, and Pioneer Idea will have the right to elect the other two directors, with each director having one vote.

Certain material corporate actions will require unanimous approval of the board of the JV.

The Closing is subject to certain customary closing conditions and is expected to occur by the end of the third quarter of 2022.

Prior to being able to commercialize the Products in the Territory, the JV will have to obtain all applicable regulatory approvals, including “Blue Hat” or health food registration with the PRC State Administration for Market Regulation for Products in the name of the Company or its designee (collectively, the “Blue Hat Registration”).

Prior to the JV obtaining the Blue Hat Registration, we will supply the Products to the JV who will appoint a third party sub-distributor to sell the Products in the Territory.

Once Blue Hat Registration is obtained, we will license to the JV certain intellectual property relating to the Products for the JV to manufacture and sell the Products in the Territory.

If the Blue Hat Registration is not obtained within 24 months of Closing (which deadline for obtaining the Blue Hat Registration may be extended by an additional 12 months upon consent of the parties), the JV may repurchase the 11 % non-voting interest owned by Taikuk for two dollars.

As of the date of this report, the JV has not yet launched.

The Company's major classes of inventory and corresponding balances as of June 30, 2022 and December 31, 2021 are as follows:

(In thousands) Jun 30, 2022 Dec 31, 2021

Consumer Products - Finished Goods $ 7,605 $ 6,823

10 unchanged sentences

Operating Leases

As of March 31, 2022, the Company had right-of-use assets and corresponding operating lease liabilities of approximately $ 4.1 million and $ 4.6 million, respectively.

For the three months ended March 31, 2022 and 2021, the components of operating lease expense are as follows:

Three Months Ended March 31,

As of June 30, 2022, the Company had right-of-use assets and corresponding operating lease liabilities of approximately $ 3.9 million and $ 4.5 million, respectively.

For the three and six months ended June 30, 2022 and 2021, the components of operating lease expense are as follows:

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2022 2021 2022 2021

5 unchanged sentences

Total expense $ 344 $ 269 $ 704 $ 524

At March 31, 2022

At June 30, 2022

Weighted-average remaining lease term (years), operating leases 4.7

Weighted-average discount rate, operating leases 5.7 %

Future minimum lease payments under operating leases as of March 31, 2022 are as follows:

Future minimum lease payments under operating leases as of June 30, 2022 are as follows:

Year (In thousands)

7 unchanged sentences

The Company grants awards to recipients through the 2017 Equity Incentive Plan, as amended (the “2017 Plan”), which was approved by stockholders and the Board of Directors.

The 2017 Plan provided for the issuance of shares that total no more than the sum of (i) 14,500,000 new shares, (ii) approximately 384,000 unallocated shares remaining available for the grant of new awards under the Second Amended and Restated 2007 Equity Incentive Plan, (iii) any returning shares such as forfeited, cancelled, or expired shares and (iv) 500,000 shares pursuant to an inducement award.

The 2017 Plan provides for the issuance of shares that total no more than the sum of (i) 14,500,000 new shares, (ii) approximately 384,000 unallocated shares remaining available for the grant of new awards under the Second Amended and Restated 2007 Equity Incentive Plan, (iii) any returning shares such as forfeited, cancelled, or expired shares and (iv) 500,000 shares pursuant to an inducement award.

The number of shares available to be issued under the 2017 Plan will be reduced by (i) one share for each share that relates to an option or stock appreciation right award and (ii) 1.5 shares for each share which relates to an award other than a stock option or stock appreciation right award (a full-value award).

As of March 31, 2022, there were approximately 3.1 million remaining shares available for issuance under this plan.

As of June 30, 2022, there were approximately 2.8 million remaining shares available for issuance under the 2017 Plan.

Options expire 10 years from the date of grant.

General Vesting Conditions

The Company’s stock options and restricted stock unit awards are generally subject to a one-year cliff vesting period after which 1/3 of the shares vest with the remaining shares vesting ratably over a two-year period subject to the passage of time.

The Company’s stock options and restricted stock unit awards are generally subject to a one-year cliff vesting period after which 1/3rd of the shares vest with the remaining shares vesting ratably each month over a two-year period subject to the passage of time.

Beginning in the second quarter of 2022, restricted stock units are generally subject to a three year vesting period with 1/3rd vesting per year on the anniversary of the grant date.

Additionally, certain stock option awards are market or performance based and vest based on certain triggering events established by the Compensation Committee.

1 unchanged sentence

The fair value of the Company’s stock options that are not market based are estimated at the grant date using the Black-Scholes option pricing model.

The Company used the following weighted average assumptions for options granted during the three months ended March 31, 2022:

The Company used the following weighted average assumptions for options granted during the six months ended June 30, 2022:

Weighted Average:

Three Months Ended March 31, 2022

Six Months Ended June 30, 2022

Expected term 5.7 years

3 unchanged sentences

Service Period Based Stock Options

The following table summarizes activity of service period-based stock options during the three months ended March 31, 2022 :

The following table summarizes activity of service period-based stock options during the six months ended June 30, 2022 :

Weighted Average

7 unchanged sentences

Options Forfeited ( 685 ) 5.22

Outstanding at March 31, 2022 10,914 $ 4.33 6.5 $ 95 *

Exercisable at March 31, 2022 7,261 $ 3.93 5.0 $ 95 *

*The aggregate intrinsic values in the table above are based on the Company’s stock price of $ 2.46 , which is the closing price of the Company’s stock on the last day of business for the period ended March 31, 2022.

Outstanding at June 30, 2022 10,866 $ 4.22 6.2 $ 3 *

Exercisable at June 30, 2022 7,451 $ 4.11 4.7 $ — *

*The aggregate intrinsic values in the table above are based on the Company’s stock price of $ 1.67 , which is the closing price of the Company’s stock on the last day of business for the period ended June 30, 2022.

Restricted Stock Units

The following table summarizes activity of restricted stock units during the three months ended March 31, 2022 :

The following table summarizes activity of restricted stock units during the six months ended June 30, 2022 :

(In thousands except per share fair value) Number of RSUs Weighted Average

3 unchanged sentences

Forfeited ( 11 ) 11.02

Unvested shares at March 31, 2022 356 $ 4.28

Expected to vest at March 31, 2022 356 $ 4.28

Unvested shares at June 30, 2022 593 $ 3.24

Expected to vest at June 30, 2022 593 $ 3.24

Total Share-Based Compensation

Total share-based compensation expense was as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2022 2021 2022 2021

5 unchanged sentences

Total $ 1,296 $ 1,616 $ 3,184 $ 2,900

In future periods, the Company expects to recognize approximately $ 10.1 million and $ 1.4 million in share-based compensation expense for unvested options and unvested restricted stock units, respectively, that were outstanding as of March 31, 2022.

In future periods, the Company expects to recognize approximately $ 8.7 million and $ 1.7 million in share-based compensation expense for unvested options and unvested restricted stock units, respectively, that were outstanding as of June 30, 2022.

Future share-based compensation expense will be recognized over 1.9 and 2.2 weighted average years for unvested options and restricted stock units, respectively.

115 unchanged sentences

On April 28, 2022, pursuant to the Settlement Agreement, the Court dismissed the entire action with prejudice.

On May 11, 2022, Elysium filed a notice of appeal.

On May 25, 2022, ChromaDex filed a notice of cross-appeal.

The Company is unable to predict the outcome of the Elysium SDNY Complaint or any possible appeals and, at this time, cannot reasonably estimate the possible loss or range of loss with respect to the legal proceeding discussed herein.

As of March 31, 2022, ChromaDex did not accrue a potential loss for the Elysium SDNY Complaint because ChromaDex believes that the allegations are without merit and thus it is not probable that a liability has been incurred.

As of June 30, 2022, ChromaDex did not accrue a potential loss for the Elysium SDNY Complaint because ChromaDex believes that the allegations are without merit and thus it is not probable that a liability has been incurred.

58 unchanged sentences

Oral argument was held on March 15, 2022.

A final written decision has not yet been rendered.

On May 31, 2022, the PTAB issued a final written decision holding that the challenged claim was unpatentable.

On February 1, 2021, Thorne filed a petition for IPR of the ‘807 Patent.

3 unchanged sentences

On February 15, 2022, Thorne filed its reply.

Oral argument will be held on May 17, 2022.

Oral argument was held on May 17, 2022.

A final written decision had not yet been rendered.

(B) Southern District of New York – Patent Infringement Action

On May 12, 2021, ChromaDex and Trustees of Dartmouth College filed a patent infringement complaint in the United States District Court for the Southern District of New York.

The complaint alleges that certain of Thorne’s dietary supplements containing isolated NR infringe the ‘807 and ‘086 Patents, which claim compositions containing isolated nicotinamide riboside and are held by Dartmouth and licensed exclusively to ChromaDex On July 6, 2021, Thorne filed an answer and counterclaims to the complaint.

On July 6, 2021, Thorne filed an answer and counterclaims to the complaint.

The answer asserts various affirmative defenses and denies that Plaintiffs are entitled to any relief.

12 unchanged sentences

(A) Florida Action

On April 18, 2022, Lynda Power, a citizen of the state of Florida, filed a complaint in the United States District Court for the Middle District of Florida, Orlando Division alleging claims against ChromaDex for (1) product liability (2) personal injury (3) strict liability and (4) negligence.

On April 18, 2022, Lynda Power, a citizen of the state of Florida, filed a complaint in the United States District Court for the Middle District of Florida, Orlando Division alleging claims against the Company for (1) product liability (2) personal injury (3) strict liability and (4) negligence.

Power's allegations are based primarily upon Power's claim that she suffered an adverse event after consuming the Company’s products.

As of May 12, 2022, the Company has not been served with the Summons and Complaint.

On April 26, 2022, the Court ordered Power to serve an amended complaint due to the failure to properly plead subject matter jurisdiction.

On May 6, 2022, Power filed an amended complaint.

On May 11, 2022, the Court issued another order that Power had not properly pleaded subject matter jurisdiction.

On May 23, 2022, Power filed a second amended complaint.

There has been no request for an issuance of a summons.

As of August 10, 2022, the Company has not been served with the complaint.

The Company believes these claims are without merit, will aggressively defend itself, and does not anticipate that the ultimate resolution of this matter will be material to the Company’s operations, financial condition, or cash flows.

2 unchanged sentences

(Rejuvenation), and has received subsequent correspondence, requesting a full refund of approximately $ 1.6 million of Niagen® it purchased, alleging breaches of the supply agreement between the parties.

As of March 31, 2022, the Company has recorded a return liability of approximately $ 0.5 million, which the Company offered to settle in good faith.

As of June 30, 2022, the Company has recorded a return liability of approximately $ 0.5 million, which the Company offered to settle in good faith.

On May 13, 2021, Rejuvenation filed a complaint in the Superior Court of the State of California, County of Orange, asserting causes of action for Concealment and Negligent Misrepresentation.

3 unchanged sentences

On February 16, 2022, Rejuvenation filed a Second Amended Complaint, asserting causes of action for Fraud and Negligent Misrepresentation.

On May 16, 2022, ChromaDex filed a demurrer to the Second Amended Complaint.

On June 23, 2022, Rejuvenation filed for a motion for leave to file a third amended complaint.

Both the demurrer and motion for leave to amend are scheduled to be heard on September 27, 2022.

The Company believes these claims are without merit and will aggressively defend itself if a reasonable settlement cannot be reached.

17 unchanged sentences

Subsequent Events

The Company has evaluated subsequent events through the filing date of this Form 10-Q with the SEC, to ensure that this filing includes all appropriate footnote disclosure of events both recognized in the financial statements as of March 31, 2022 , and events which occurred subsequently but were not recognized in the financial statements.

There were no subsequent events which required recognition, adjustment to or disclosure in the financial statements.

The Company has evaluated subsequent events through the filing date of this Form 10-Q to ensure that this filing includes all appropriate footnote disclosure of events both recognized in the financial statements as of June 30, 2022 , and events which occurred subsequently but were not recognized in the financial statements.

On August 5, 2022, the Company filed a claim for a refund from the U.S.

Treasury in the amount of approximately $ 2.5 million representing the anticipated Employee Retention Tax Credit (ERTC) available to it under the CARES Act.

The ERTC is available to companies that retained employees on its payroll without receiving services due to fully, or partially, suspending operations during fiscal years 2020 and 2021 due to orders from an appropriate governmental authority, which limited commerce, travel, or group meetings due to COVID-19.

The employee retention tax credits will be recorded as an offset to the related employee expenses within the appropriate financial statement line item.

Beyond this, there were no further subsequent events which required recognition, adjustment to or disclosure in the financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements