17 unchanged sentences
Based on this assessment, our management concluded that, as of December 31, 2022, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: Previously Identified Material Weaknesses in Internal Control Over Financial Reporting
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: We previously identified and disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020 a material weakness in our internal control over financial reporting which resulted from a deficiency in our disclosure controls and procedures which could have resulted in the Company not disclosing a material potential loss requiring a qualitative disclosure and recording a liability in consolidated financial statements under ASC 450 - Contingencies.
−Removed: Remediation Efforts of Previously Disclosed Material Weaknesses
−Removed: Subsequent to the evaluation made in connection with filing our Annual Report on Form 10-K for the year ended December 31, 2020, management, with the oversight of the Audit Committee of the Board of Directors, continued the process of remediating the material weakness.
−Removed: During the year ended December 31, 2021, we completed our plans to remediate the material weakness by implementing and enhancing controls in the financial reporting close process surrounding the identification and inclusion of all new litigation, asserted and unasserted claims, and assessments over a material threshold in a log provided to the Company’s disclosure committee for evaluation on a quarterly basis.
−Removed: Management completed testing and evaluation, and based on the result, determined that as of December 31, 2021, the control operated effectively for a sufficient period of time.
−Removed: Therefore management concluded that the material weakness previously identified has been remediated.
Changes in Internal Control over Financial Reporting
−Removed: Except as noted above, there were no change in internal controls over financial reporting (as defined in Rule 13a−15(f) promulgated under the Exchange Act) that occurred during our fourth fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, that occurred during the fourth fiscal quarter of 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Disclosure Controls and Procedures
8 unchanged sentences
Other Information
−Removed: Effective March 10, 2022, the Board of Directors (the “Board”) of ChromaDex Corporation (the “Company”) adopted and approved amended and restated bylaws of the Company to, among other things, provide that the Board may in its sole discretion determine to hold meeting of stockholders solely by remote communications, limit the power and authority of an executive committee appointed by the Board, provide for electronic transmission of stockholder consent to the extent permitted by applicable law, and to consolidate a previous amendment.
−Removed: The foregoing summary of the amended and restated bylaws is qualified in its entirety by reference to the complete text of the amended and restated bylaws, a copy of which is filed as Exhibit 3.3 with this Annual Report on Form 10-K and is incorporated herein by reference.
+Added: Not Applicable.
Disclosures regarding Foreign Jurisdictions that Prevent Inspections
2 unchanged sentences
Information required by this item will be contained in the Proxy Statement as follows:
−Removed: • The information relating to our executive officers is to be included in the section entitled “Executive Officers,”
+Added: • The information relating to our executive officers is to be included in the section entitled “Information about our Executive Officers,”
• The information relating to our directors and nominees for director is to be included in the section entitled “Election of Directors” and “Information Regarding the Board of Directors and Corporate Governance,”
4 unchanged sentences
The Code of Conduct is available on our website at www.chromadex.com.
−Removed: If we make any substantive amendments to the Code of Conduct or grant any waiver from a provision of the Code of Conduct to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K.
+Added: If we make any substantive amendments to the Code of Conduct or grant any waiver from a provision of the Code of Conduct to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website in lieu of filing such waiver or amendment in a Current Report on Form 8-K.
Executive Compensation
14 unchanged sentences
INDEX TO EXHIBITS
+Added: Incorporated by Reference Filed or
+Added: Description Form File Number Exhibit Filing Date
Agreement and Plan of Merger, dated as of May 21, 2008, among Cody, CDI Acquisition, Inc.
and ChromaDex, Inc.
−Removed: as amended on June 10, 2008 (incorporated by reference to, and filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 333-140056) filed with the Commission on June 24, 2008) (1)
−Removed: 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.
−Removed: 001-37752) filed with the Commission on March 15, 2018)
−Removed: Certificate of Amendment to the 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.
−Removed: 000-53290) filed with the Commission on April 12, 2016)
+Added: as amended on June 10, 2008
+Added: 8-K 333-140056 2.1 6/24/2008
+Added: Amended and Restated Certificate of Incorporation of the Registrant
+Added: 10-K 001-37752 3.1 3/15/2018
+Added: Certificate of Amendment to the Certificate of Incorporation of the Registrant
+Added: 8-K 000-53290 3.1 4/12/2016
Amended and Restated Bylaws of the Registrant
−Removed: Form of Stock Certificate representing shares of the Registrant’s Common Stock (incorporated by reference to, and filed as Exhibit 4.1 of the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 000-53290) filed with the Commission on April 3, 2009)
−Removed: Investor’s Rights Agreement, effective as of December 31, 2005, by and between The University of Mississippi Research Foundation and ChromaDex (incorporated by reference to, and filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 333-140056) filed with the Commission on June 24, 2008)
+Added: 10-K 001-37752 3.3 3/15/2022
+Added: Investor’s Rights Agreement, effective as of December 31, 2005, by and between The University of Mississippi Research Foundation and ChromaDex
+Added: 8-K 333-140056 4.1 6/24/2008
Tag-Along Agreement effective as of December 31, 2005, by and among the Registrant, Frank Louis Jaksch, Snr.
−Removed: & Maria Jaksch, Trustees of the Jaksch Family Trust, Margery Germain, Lauren Germain, Emily Germain, Lucie Germain, Frank Louis Jaksch, Jr., and the University of Mississippi Research Foundation (incorporated by reference to, and filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 333-140056) filed with the Commission on June 24, 2008)
−Removed: Form of Stock Certificate representing shares of the Registrant’s Common Stock effective as of January 1, 2016 (incorporated by reference to, and filed as Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 001-37752) filed with the Commission on March 17, 2016)
−Removed: Form of Stock Certificate representing shares of the Registrant’s Common Stock effective as of December 10, 2018 (incorporated by reference to, and filed as Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 001-37752) filed with the Commission on March 7, 2019)
−Removed: Description of Common Stock of the Registrant (incorporated by reference to, and filed as Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 001-37752) filed with the Commission on March 10, 2020)
−Removed: Registration Rights Agreement, dated as of May 9, 2019, by and among the Registrant and the parties thereto (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 10, 2019)
−Removed: Registration Rights Agreement, dated as of August 15, 2019, by and among the Registrant and the parties thereto (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 15, 2019)
−Removed: Registration Rights Agreement, dated as of April 27, 2020, by and among the Registrant and the parties thereto (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 29, 2020)
−Removed: Registration Rights Agreement, dated as of February 20, 2021, by and among the Registrant and Everfund (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 22, 2022 )
−Removed: Second Amended and Restated 2007 Equity Incentive Plan effective March 13, 2007, as amended May 20, 2010 (incorporated by reference to, and filed as Appendix B to the Registrant’s Current Definitive Proxy Statement on Schedule 14A (File No.
−Removed: 000-53290) filed with the Commission on May 4, 2010)(1)+
+Added: & Maria Jaksch, Trustees of the Jaksch Family Trust, Margery Germain, Lauren Germain, Emily Germain, Lucie Germain, Frank Louis Jaksch, Jr., and the University of Mississippi Research Foundation
+Added: 8-K 333-140056 4.2 6/24/2008
+Added: Form of Stock Certificate representing shares of the Registrant’s Common Stock effective as of December 10, 2018
+Added: 10-K 001-37752 4.5 3/7/2019
+Added: Description of Common Stock of the Registrant
+Added: 10-K 001-37752 4.6 3/10/2020
+Added: Registration Rights Agreement, dated as of May 9, 2019, by and among the Registrant and the parties thereto
+Added: 8-K 001-37752 99.2 5/10/2019
+Added: Registration Rights Agreement, dated as of August 15, 2019, by and among the Registrant and the parties thereto
+Added: 8-K 001-37752 99.1 8/15/2019
+Added: Registration Rights Agreement, dated as of April 27, 2020, by and among the Registrant and the parties thereto
+Added: 8-K 001-37752 99.2 4/29/2020
+Added: Registration Rights Agreement, dated as of February 20, 2021, by and among the Registrant and Everfund
+Added: 8-K 001-37752 99.2 2/22/2021
+Added: Registration Rights Agreement, dated as of September 30, 2022, by and among the Registrant and the parties thereto
+Added: 8-K 001-37752 10.3 10/3/2022
+Added: Incorporated by Reference Filed or
+Added: Description Form File Number Exhibit Filing Date
+Added: 10.1 Second Amended and Restated 2007 Equity Incentive Plan effective March 13, 2007, as amended May 20, 2010 (1)+
+Added: DEF 14A 000-53290 Appendix B 5/4/2010
10.2 Form of Stock Option Agreement under the ChromaDex, Inc.
−Removed: Second Amended and Restated 2007 Equity Incentive Plan (incorporated by reference to, and filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 333-140056) filed with the Commission on June 24, 2008)(1)+
+Added: Second Amended and Restated 2007 Equity Incentive Plan (1)+
+Added: 8-K 333-140056 10.3 6/24/2008
10.3 Form of Restricted Stock Purchase Agreement under the ChromaDex, Inc.
−Removed: 2007 Equity Incentive Plan (incorporated by reference to, and filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 333-140056) filed with the Commission on June 24, 2008)(1)+
+Added: 2007 Equity Incentive Plan (1)+
+Added: 8-K 333-140056 10.4 6/24/2008
10.4 Amended and Restated Employment Agreement dated April 19, 2010, by and between Frank L.
and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 22, 2010)(1)+
+Added: 8-K 000-53290 10.1 4/22/2010
10.5 Amendment, dated June 22, 2018, to the Amended and Restated Employment Agreement, by and between Frank L.
and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-37752) filed with the Commission on June 28, 2018)+
+Added: 8-K 001-37752 10.2 6/28/2018
+Added: 10.6 Waiver of bonus compensation agreement dated February 1 3, 2023 , by and between Frank L.
+Added: and ChromaDex, Inc.
10.7 License Agreement, dated March 25, 2010 between the University of Mississippi and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 000-53290) filed with the Commission on May 18, 2010)*
+Added: 10-Q 000-53290 10.1 5/18/2010
10.8 First Amendment to License Agreement, made as of June 3, 2011 between the University of Mississippi and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 000-53290) filed with the Commission on August 11, 2011)*
+Added: 10-Q 000-53290 10.1 8/11/2011
10.9 Restated and Amended License Agreement, effective as of June 3, 2015 between the University of Mississippi and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 000-53290) filed with the Commission on August 13, 2015)*
+Added: 10-Q 000-53290 10.2 8/13/2015
11.0 First Amendment to the License Agreement, effective as of September 5, 2014 between the Regents of the University of California and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 000-53290) filed with the Commission on November 6, 2014)*
+Added: 10-Q 000-53290 10.1 11/6/2014
10.10 Second Amendment to the License Agreement, effective as of December 31, 2015, between the Regents of the University of California and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the Commission on November 10, 2016)*
+Added: 10-Q 001-37752 10.8 11/10/2026
10.11 Exclusive License Agreement, dated July 13, 2012 between Dartmouth College and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the Commission on November 10, 2016)
−Removed: Exclusive License Agreement, dated March 7, 2013 between Washington University and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the Commission on November 10, 2016)
−Removed: Amendment #1 to Exclusive License Agreement, effective as of December 15, 2015, between Washington University and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the Commission on November 10, 2016)
−Removed: License Agreement, made as of August 1, 2013, between Green Molecular S.L., Inc.
−Removed: and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the Commission on November 10, 2016)
+Added: 10-Q 001-37752 10.3 11/10/2016
10.12 Exclusive License Agreement, effective as of May 16, 2014 between Dartmouth College and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 000-53290) filed with the Commission on August 12, 2014)*
+Added: 10-Q 000-53290 10.1 8/12/2014
10.13 First Amendment to Exclusive License Agreement, effective as of June 13, 2016, between Dartmouth College and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the Commission on November 10, 2016)*
+Added: 10-Q 001-37752 10.10 11/10/2016
10.14 License Agreement, effective as of October 15, 2014 between University of Mississippi and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.40 to the Registrant’s Annual report on Form 10-K (File No.
−Removed: 000-53290) filed with the Commission on March 19, 2015)*
+Added: 10-K 000-53290 10.40 3/19/2015
10.15 First Amendment to Exclusive License Agreement, effective as of July 6, 2015, between University of Mississippi and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.7 to the Registrant’s Quarterly report on Form 10-Q (File No.
−Removed: 001-37752) filed with the Commission on November 10, 2016)
+Added: 10-Q 001-37752 10.7 11/10/2016
10.16 Lease Agreement, made as of April 14, 2016, by and between Longmont Diagonal Investments LLC and ChromaDex Analytics, Inc.
−Removed: (incorporated by reference to and filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 000-53290) filed with the Commission on April 20, 2016)
+Added: 8-K 000-53290 10.1 4/20/2016
+Added: Incorporated by Reference Filed or
+Added: Description Form File Number Exhibit Filing Date
10.17 First Amendment to Lease Agreement, dated August 3, 2020, by and between ChromaDex Analytics, Inc.
3 unchanged sentences
Fordham LLC and 64-1625-1751 S.
−Removed: Fordham LLC are successors-in-interest to Lease Agreement, made as of April 14, 2016, by and between ChromaDex Analytics, Inc and Longmont Diagonal Investments LLC) (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the SEC on November 4, 2020)
+Added: Fordham LLC are successors-in-interest to Lease Agreement, made as of April 14, 2016, by and between ChromaDex Analytics, Inc and Longmont Diagonal Investments LLC)
+Added: 10-Q 001-37752 10.8 11/4/2020
10.18 Form of Indemnity Agreement, between the Registrant and each of its existing directors and executive officers +
−Removed: (incorporated by reference to, and filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-37752) filed with the Commission on December 16, 2016)+
−Removed: Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to, and filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the Commission on August 9, 2018)+
−Removed: Membership Interest Purchase Agreement effective as of March 12, 2017, by and among Robert Fried, Charles Brenner, Jeffrey Allen and the Registrant (incorporated by reference to, and filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the Commission on May 11, 2017)
−Removed: Form of Restricted Stock Award Agreement for Robert Fried (incorporated by reference to, and filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the Commission on May 11, 2017)+
−Removed: Amended and Restated Executive Employment Agreement, dated June 22, 2018, by and between Robert Fried and the Registrant (incorporated by reference to, and filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-37752) filed with the Commission on June 28, 2018)+
−Removed: ChromaDex Corporation 2017 Equity Incentive Plan, as amended, and Form of Option Grant Notice, Form of Option Agreement, Form of Restricted Stock Award Grant Notice, Form of Restricted Stock Award Agreement, Form of Restricted Stock Unit Award Grant Notice and Form of Restricted Stock Unit Award Agreement thereunder (incorporated by reference to, and filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-37752) filed with the Commission on June 22, 2020)+
+Added: 8-K 001-37752 10.1 12/16/2016
+Added: 10.19 Amended and Restated Non-Employee Director Compensation Policy +
+Added: 10-Q 001-37752 10.4 8/9/2018
+Added: 10.20 Membership Interest Purchase Agreement effective as of March 12, 2017, by and among Robert Fried, Charles Brenner, Jeffrey Allen and the Registrant
+Added: 10-Q 001-37752 10.1 5/11/2017
+Added: 10.21 Form of Restricted Stock Award Agreement for Robert Fried +
+Added: 10-Q 001-37752 10.3 5/11/2017
+Added: 10.22 Amended and Restated Executive Employment Agreement, dated June 22, 2018, by and between Robert Fried and the Registrant +
+Added: 8-K 001-37752 10.1 6/28/2018
+Added: 10.23 ChromaDex Corporation 2017 Equity Incentive Plan, as amended, and Form of Option Grant Notice, Form of Option Agreement, Form of Restricted Stock Award Grant Notice, Form of Restricted Stock Award Agreement, Form of Restricted Stock Unit Award Grant Notice and Form of Restricted Stock Unit Award Agreement thereunder +
+Added: 8-K 001-37752 99.1 6/22/2020
10.24 Lease, dated July 6, 2017, by and between 10900 WILSHIRE L.L.C and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.50 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 001-37752) filed with the Commission on March 7, 2019)
+Added: 10-K 001-37752 10.50 3/7/2019
10.25 First Amendment to Lease, dated February 7, 2018, by and between 10900 WILSHIRE L.L.C and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.51 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 001-37752) filed with the Commission on March 7, 2019)
+Added: 10-K 001-37752 10.51 3/7/2019
10.26 Second Amendment to Lease, dated June 30, 2018, by and between 10900 WILSHIRE L.L.C and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.52 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 001-37752) filed with the Commission on March 7, 2019)
+Added: 10-K 001-37752 10.52 3/7/2019
10.27 Third Amendment to Lease, dated November 9, 2018, by and between 10900 WILSHIRE L.L.C and ChromaDex, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 10.53 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 001-37752) filed with the Commission on March 7, 2019)
+Added: 10-K 001-37752 10.53 3/7/2019
+Added: 10.28 Fifth Amendment to Lease, dated May 21, 2021, by and between 10900 WILSHIRE L.L.C and ChromaDex, Inc.
+Added: 10-Q 001-37752 10.1 8/3/2021
+Added: 10.29 Fifth Amendment to Lease, dated May 21, 2021, by and between 10900 WILSHIRE L.L.C and ChromaDex, Inc.
+Added: 10-Q 001-37752 10.1 8/3/2021
10.30 Executive Employment Agreement, dated October 5, 2017, by and between Kevin M.
−Removed: Farr and the Registrant (incorporated by reference to and filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-37752) filed with the Commission on October 10, 2017)+
−Removed: Securities Purchase Agreement dated April 26, 2017, by and among the Company and the Purchasers (incorporated by reference from and filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the Commission on April 27, 2017)
−Removed: Executive Employment Agreement, dated as of January 22, 2018, by and between Mark Friedman and the Registrant (incorporated by reference to and filed as Exhibit 10.72 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 001-37752) filed with the Commission on March 15, 2018)+
+Added: Farr and the Registrant +
+Added: 8-K 001-37752 10.1 10/10/2017
+Added: 10.31 Securities Purchase Agreement dated April 26, 2017, by and among the Company and the Purchasers
+Added: 8-K 001-37752 99.1 4/27/2017
10.32 Supply Agreement, dated December 19, 2018, by and between ChromaDex, Inc.
and Nestec Ltd.
−Removed: Note Purchase Agreement, dated May 9, 2019, by and among ChromaDex Corporation and Winsave Resource Limited and Pioneer Step Holdings Limited (incorporated by reference to, and filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-37752) filed with the Commission on May 10, 2019)
−Removed: Omnibus Amendment to Note Purchase Agreement and Convertible Promissory Notes, dated June 30, 2019, by and among ChromaDex Corporation and Winsave Resource Limited and Pioneer Step Holdings Limited (incorporated by reference to, and filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-37752) filed with the Commission on July 1, 2019)
−Removed: Securities Purchase Agreement, dated August 13, 2019, by and among ChromaDex Corporation and the purchasers therein (incorporated by reference to, and filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-37752) filed with the Commission on August 14, 2019)
−Removed: Securities Purchase Agreement, dated April 27, 2020, by and among ChromaDex Corporation and Winsave Resources Limited and Pioneer Step Holdings Limited (incorporated by reference to, and filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-37752) filed with the Commission on April 29, 2020)
+Added: 10-K 001-37752 10.34 3/14/2022
+Added: 10.33 Note Purchase Agreement, dated May 9, 2019, by and among ChromaDex Corporation and Winsave Resource Limited and Pioneer Step Holdings Limited
+Added: 8-K 001-37752 99.1 5/10/2019
+Added: Incorporated by Reference Filed or
+Added: Description Form File Number Exhibit Filing Date
+Added: 10.34 Omnibus Amendment to Note Purchase Agreement and Convertible Promissory Notes, dated June 30, 2019, by and among ChromaDex Corporation and Winsave Resource Limited and Pioneer Step Holdings Limited
+Added: 8-K 001-37752 99.1 7/1/2019
+Added: 10.35 Securities Purchase Agreement, dated August 13, 2019, by and among ChromaDex Corporation and the purchasers therein
+Added: 8-K 001-37752 99.1 8/14/2019
+Added: 10.36 Securities Purchase Agreement, dated April 27, 2020, by and among ChromaDex Corporation and Winsave Resources Limited and Pioneer Step Holdings Limited
+Added: 8-K 001-37752 99.1 4/29/2020
10.37 At Market Issuance Sales Agreement, dated as of June 12, 2020, by and among ChromaDex Corporation, B.
1 unchanged sentence
and Raymond James & Associates, Inc.
−Removed: (incorporated by reference to, and filed as Exhibit 1.2 to the Registrant’s Registration Statement on Form S-3 (File No.
−Removed: 333-239144) filed with the Commission on June 12, 2020)
−Removed: Business Financing Agreement, dated November 12, 2019, by and between ChromaDex Corporation and Western Alliance Bank (incorporated by reference to, and filed as Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 001-37752) filed with the Commission on March 10, 2020)
−Removed: First Modification to Business Financing Agreement dated October 7, 2020, by and between ChromaDex Corporation and Western Alliance Bank (incorporated by reference to Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 001-37752) filed with the Commission on March 12, 2021)
−Removed: Second Modification to Business Financing Agreement dated November 10 , 2021, by and between ChromaDex Corporation and Western Alliance Bank v
+Added: S-3 333-237144 1.2 6/12/2020
+Added: 10.38 Business Financing Agreement, dated November 12, 2019, by and between ChromaDex Corporation and Western Alliance Bank
+Added: 10-K 001-37752 10.45 3/10/2020
+Added: 10.39 First Modification to Business Financing Agreement dated October 7, 2020, by and between ChromaDex Corporation and Western Alliance Bank
+Added: 10-K 001-37752 10.43 3/12/2021
+Added: 10.40 Second Modification to Business Financing Agreement dated November 10, 2021, by and between ChromaDex Corporation and Western Alliance Bank
+Added: 10-K 001-37752 10.42 3/14/2022
10.41 Third Modification to Business Financing Agreement dated December 11, 2021 by and among Western Alliance Bank, ChromaDex Corporation, ChromaDex, Inc.
and ChromaDex Analytics, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-37752) filed with the SEC on December 14, 2021)
+Added: 8-K 001-37752 10.1 12/14/2021
10.42 Manufacturing and Supply Agreement, dated as of January 1, 2016, by and between ChromaDex, Inc.
Grace & Co.-Conn.
−Removed: (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the SEC on November 4, 2020) **
+Added: 10-Q 001-37752 10.1 11/4/2020
10.43 Amendment to Manufacturing and Supply Agreement, dated as of February 27, 2017, by and between ChromaDex, Inc.
Grace & Co.-Conn.
−Removed: (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the SEC on November 4, 2020) **
+Added: 10-Q 001-37752 10.2 11/4/2020
10.44 Second Amendment to Manufacturing and Supply Agreement, dated as of January 1, 2018, by and between ChromaDex, Inc.
Grace & Co.-Conn.
−Removed: (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the SEC on November 4, 2020) **
+Added: 10-Q 001-37752 10.3 11/4/2020
10.45 Third Amendment to Manufacturing and Supply Agreement, dated as of January 1, 2019, by and between ChromaDex, Inc.
Grace & Co.-Conn.
−Removed: (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the SEC on November 4, 2020) **
+Added: 10-Q 001-37752 10.4 11/4/2020
10.46 Fourth Amendment to Manufacturing and Supply Agreement, dated as of April 15, 2019, by and between ChromaDex Inc.
Grace & Co.-Conn.
−Removed: (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the SEC on November 4, 2020) **
+Added: 10-Q 001-37752 10.5 11/4/2020
10.47 Fifth Amendment to Manufacturing and Supply Agreement, dated as of January 1, 2020, by and between ChromaDex Inc.
Grace & Co.-Conn.
−Removed: (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the SEC on November 4, 2020) **
+Added: 10-Q 001-37752 10.6 11/4/2020
10.48 Sixth Amendment to Manufacturing and Supply Agreement, dated as of September 17, 2020, by and between ChromaDex Inc.
Grace & Co.-Conn.
−Removed: (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the SEC on November 4, 2020) **
+Added: 10-Q 001-37752 10.7 11/4/2020
+Added: Incorporated by Reference Filed or
+Added: Description Form File Number Exhibit Filing Date
10.49 Seventh Amendment to Manufacturing and Supply Agreement, dated as of August 2, 2021, by and between ChromaDex Inc.
Grace & Co.-Conn.
−Removed: (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the SEC on August 3, 2021) **
−Removed: Executive Employment Agreement, dated as of July 23, 2019, by and between Megan Jordan and the Registrant (incorporated by reference to Exhibit 10.52 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 001-37752) filed with the Commission on March 12, 2021) +
−Removed: Securities Purchase Agreement, dated February 20, 2021, by and between the Company and Everfund (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-37752) filed with the SEC on February 22, 2021)
−Removed: Consultant Agreement, dated March 15, 2021, by and between Mark Friedman and the Registrant (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the SEC on May 6, 2021)
−Removed: Consent to Business Financing Agreement, dated January 14, 2021, by and among Western Alliance Bank and ChromaDex Corporation (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the SEC on May 6, 2021)
−Removed: Fifth Amendment to Lease, dated May 21, 2021, by and between 10900 WILSHIRE L.L.C and ChromaDex, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the SEC on August 3, 2021)
−Removed: License Agreement, dated July 5, 2011 between ChromaDex, Inc.
−Removed: and Cornell University (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the SEC on August 3, 2021) **
+Added: 10-Q 001-37752 10.3 8/3/2021
+Added: 10.50 Eighth Amendment to Manufacturing and Supply Agreement, dated as of December 14, 2022, by and between ChromaDex Inc.
+Added: Grace & Co.-Conn.
+Added: 10.51 Securities Purchase Agreement, dated February 20, 2021, by and between the Company and Everfund
+Added: 8-K 001-37752 99.1 2/22/2021
+Added: 10.52 Consent to Business Financing Agreement, dated January 14, 2021, by and among Western Alliance Bank and ChromaDex Corporation
+Added: 10-Q 001-37752 10.4 5/6/2021
10.53 Exclusive License Agreement, dated September 8, 2011, by and between ChromaDex, Inc.
−Removed: and The Regents of the University of California (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-37752) filed with the SEC on November 3, 2021)**
−Removed: Lease, dated Novem ber 24, 2021 , by and between Flight Phase I Owner, LLC and ChromaDex, Inc.
−Removed: Executive Employment Agreement, dated November 13, 2021, by and between Lisa H.
−Removed: Harrington and the Registrant (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q f iled with the SEC on May 6, 2021)
−Removed: Subsidiaries of ChromaDex Corporation v
−Removed: Consent of Marcum, LLP, Independent Registered Public Accounting Firm v
−Removed: Certification of the Chief Executive Officer pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended v
−Removed: Certification of the Chief Financial Officer pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended v
+Added: and The Regents of the University of California **
+Added: 10-Q 001-37752 10.1 11/3/2021
+Added: 10.54 Lease, dated November 24, 2021, by and between Flight Phase I Owner, LLC and ChromaDex, Inc.
+Added: 10-K 001-37752 10.59 3/14/2022
+Added: 10.55 First Amendment to the Amended and Restated Exclusive License Agreement, effective as of December 29, 2020, between Dartmouth College and ChromaDex, Inc.
+Added: 10-Q 001-37752 10.2 5/12/2022
+Added: 10.56 Second Amendment to the Amended and Restated Exclusive License Agreement, effective as of January 1, 2022, between Dartmouth College and ChromaDex, Inc.
+Added: 10-Q 001-37752 10.1 5/12/2022
+Added: 10.57 Side letter agreement to the Amended and Restated Exclusive License Agreement, effective as of March 13, 2019, between Dartmouth College and ChromaDex, Inc.
+Added: 10-Q 001-37752 10.3 5/12/2022
+Added: 10.58 Restated and Amended Exclusive License Agreement, effective as of March 13, 2017, between Dartmouth College and ChromaDex, Inc.
+Added: 10-Q 001-37752 10.4 5/12/2022
+Added: 10.59 First Amendment to the Joint Ownership Management Agreement, effective March 9, 2022, between Queen’s University of Belfast and ChromaDex, Inc.
+Added: 10-Q 001-37752 10.5 5/12/2022
+Added: 10.60 Joint Ownership Management Agreement, effective October 9, 2015, between Queen’s University of Belfast and ChromaDex, Inc.
+Added: 10-Q 001-37752 10.6 5/12/2022
+Added: 10.61 Shareholders Agreement, effective as of September 30, 2022, between Hong Kong Taikuk (China) Group Ltd.
+Added: and the Company’s named subsidiaries
+Added: 8-K 001-37752 10.1 10/3/2022
+Added: 10.62 Securities Purchase Agreement, dated September 30, 2022, by and among the Company and the Purchasers
+Added: 8-K 001-37752 10.2 10/3/2022
+Added: 10.63 Executive Employment Agreement, dated January 1, 2023, by and between Brianna Gerber and the Registrant +
+Added: 8-K 001-37752 10.1 1/5/2023
+Added: 10.64 Securities Purchase Agreement, dated as of October 10, 2022, by and between the Company and the Purchaser *
+Added: 8-K 001-37752 10.1 10/11/2022
+Added: 10.65 Amended and Restated Supply Agreement, dated October 10, 2022, by and between the Company, Nestec Ltd.
+Added: 10-Q 001-37752 10.6 11/2/2022
+Added: Incorporated by Reference Filed or
+Added: Description Form File Number Exhibit Filing Date
+Added: 10.66 Separation Letter Agreement, dated August 10, 2022, by and between the Company and Kevin Farr +
+Added: 8-K 001-37752 10.1 8/10/2022
+Added: 10.67 Consultant Agreement, dated August 10, 2022, by and between the Company and Kevin Farr +
+Added: 8-K 001-37752 10.2 8/10/2022
+Added: Subsidiaries of ChromaDex Corporation
+Added: Consent of Marcum, LLP, Independent Registered Public Accounting Firm
+Added: 24.1 Power of Attorney (included on the signature page of this Annual Report on Form 10-K) X
+Added: Certification of the Chief Executive Officer pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended
+Added: Certification of the Chief Financial Officer pursuant to §240.13a-14 or §240.15d-14 of the Securities Exchange Act of 1934, as amended
Certification pursuant to 18 U.S.C.
−Removed: Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) v
+Added: 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.
5 unchanged sentences
104 Cover Page Interactive Data File - formatted in Inline XBRL and included in Exhibit 101
−Removed: v Filed herewith.
(1) Plan and related Forms were assumed by ChromaDex Corporation pursuant to Agreement and Plan of Merger, dated as of May 21, 2008, among ChromaDex Corporation (formerly Cody Resources, Inc.), CDI Acquisition, Inc.
12 unchanged sentences
Chief Executive Officer
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Fried and Kevin Farr, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
+Added: March 8, 2023
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Fried and Brianna Gerber, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
2 unchanged sentences
Robert Fried (Principal Executive Officer)
−Removed: /s/ KEVIN FARR Chief Financial Officer March 14, 2022
−Removed: Kevin Farr (Principal Financial and Accounting Officer)
−Removed: Executive Chairman of the Board and Director March 14, 2022
−Removed: /s/ STEPHEN BLOCK Director March 14, 2022
−Removed: Stephen Block
−Removed: /s/ JEFF BAXTER Director March 14, 2022
−Removed: /s/ KURT GUSTAFSON Director March 14, 2022
−Removed: Kurt Gustafson
+Added: /s/ BRIANNA GERBER Chief Financial Officer March 8, 2023
+Added: Brianna Gerber (Principal Financial and Accounting Officer)
+Added: /s/ FRANK JAKSCH JR.
+Added: Chairman of the Board and Director March 8, 2023
+Added: Frank Jaksch Jr.
/s/ STEVEN RUBIN Director March 8, 2023
/s/ WENDY YU Director March 8, 2023
−Removed: /s/ CAROLINE LEVY Director March 14, 2022
−Removed: Caroline Levy
/s/ GARY NG Director March 8, 2023
+Added: /s/ ANN COHEN Director March 8, 2023
+Added: /s/ KRISTIN PATRICK Director March 8, 2023
+Added: Kristin Patrick
+Added: /s/ HAMED SHAHBAZI Director March 8, 2023
+Added: Hamed Shahbazi
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.