Niagen Bioscience, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On September 30, 2022, the Company entered into a Securities Purchase Agreement with certain purchasers named therein, pursuant to which the Company agreed to sell and issue an aggregate of $3.1 million of the Company’s Common Stock, par value $0.001 per share at a purchase price of $1.25 per share (the, “Financing”), which is equal to the closing price on September 29, 2022 and above the consolidated closing bid price reported by Nasdaq immediately preceding the time the Company entered into the Purchase Agreement. On October 7, 2022, the Company closed the Financing and issued 2.48 million shares of its Common Stock and received proceeds of approximately $2.9 million, net of offering costs of $0.2 million. The shares issued pursuant to the Financing were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Company 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. 60 Table of Contents Item 6. Exhibits Exhibit No. Description of Exhibits 3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to, and filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-37752) filed with the Commission on March 15, 2018) 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to, and filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 000-53290) filed with the Commission on April 12, 2016) 3.3 Amended and Restated Bylaws of the Registrant (incorporated by reference to, and filed as Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K (File No. 001-37752) filed with the Commission on March 15, 2022) 10.1 Shareholders Agreement, effective as of September 30, 2022, between Hong Kong Taikuk (China) Group Ltd. and the Company’s named subsidiaries (incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37752 ) filed with the Commission on October 3, 2022) 10.2 Securities Purchase Agreement , dated September 30, 2022, by and among the Company and the Purchasers (incorporated by reference from and filed as Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-37752) filed with the Commission on October 3, 2022) 10.3 Registration Rights Agreement, dated as of September 30, 2022, by and among the Registrant and the parties thereto (incorporated by reference from and filed as Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 001-37752) filed with the Commission on October 3, 2022) 10.4 Termination Agreement, effective as of September 30, 2022, between the Named Parties and ChromaDex Corporation (incorporated by reference from and filed as Exhibit 10.4 to the Company's Current Report on Form 8-K (File No. 001-37752) filed with the Commission on October 3, 2022) 10.5 Securities Purchase Agreement, dated as of October 10, 2022, by and between the Company and the Purchaser (incorporated by reference from and filed as Exhibit 10. 1 to the Company's Current Report on Form 8-K (File No. 001-37752) filed with the Commission on October 11 , 2022) * 10.6 Amended and Restated Supply Agreement, dated October 10, 2022, by and between the Company, Nestec Ltd. and NHSc * * v 10.7 Separation Letter Agreement, dated August 10, 2022, by and between the Company and Kevin Farr (incorporated by reference from and filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-37752) filed with the Commission on August 10, 2022) 10.8 Consultant Agreement, dated August 10, 2022, by and between the Company and Kevin Farr (incorporated by reference from and filed as Exhibit 10. 2 to the Company's Current Report on Form 8-K (File No. 001-37752) filed with the Commission on August 10, 2022) 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(A) of the Securities Exchange Act of 1934, as amended❖ 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(A) of the Securities Exchange Act of 1934, as amended❖ 32.1 Certification pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002)❖ 101.INS Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) v Filed herewith. * Schedules and exhibits to the Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. ** Certain portions of this exhibit (indicated by asterisks) have been excluded pursuant to Item 601(b)(10) of Regulation S-K because they are both not material and are the type that the Registrant treats as private or confidential. 61 Table of Contents 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 thereunto duly authorized. CHROMADEX CORPORATION Date: November 2, 2022 /s/ BRIANNA L. GERBER Brianna L. Gerber SVP, Finance / Interim Chief Financial Officer (principal financial officer and duly authorized on behalf of the registrant) 62