5 unchanged sentences
Based on their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2024.
+Added: This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting.
+Added: Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act that permits the Company to provide only management's report in this annual report.
Management Report on Internal Control over Financial Reporting
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• The information relating to our audit committee and audit committee financial expert is to be included in the section “Information Regarding the Board of Directors and Corporate Governance,” and
+Added: • The information relating to our insider trading policies and procedures required by Item 408(b) of Regulation S-K is to be included in the section “Our Insider Trading Policy”, and
• If required, the information regarding compliance with Section 16(a) of the Exchange Act is to be included in the section entitled “Delinquent Section 16(a) Reports.”
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Information required by this item will be contained in the Proxy Statement under the caption “Certain Relationships and Related Transactions” and “Information Regarding the Board of Directors and Corporate Governance” and is incorporated herein by reference.
−Removed: Principal Accounting Fees and Services
−Removed: Our independent registered public accounting firm is Marcum LLP, New York, NY, Audit Firm ID:
+Added: Principal Accountant Fees and Services
+Added: Marcum LLP served as our independent registered public accounting firm from January 1, 2024 to October 31, 2024.
+Added: Effective December 13, 2024, Crowe LLP, Audit Firm ID:
+Added: 173, is our independent registered public accounting firm.
The information required by this item is to be included in our Proxy Statement under the caption “Ratification of the Appointment of Independent Registered Public Accounting Firm” and is incorporated herein by reference.
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10-K 001-37752 3.1 3/15/2018
+Added: 3.2 Certificate of Amendment to the Certificate of Incorporation of the Registrant
+Added: 8-K 001-37752 3.1 4/12/2016
+Added: Incorporated by Reference Filed or
+Added: Description Form File Number Exhibit Filing Date
3.3 Amended and Restated Bylaws of the Registrant
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8-K 001-37752 10.2 6/28/2018
−Removed: Incorporated by Reference Filed or
−Removed: Description Form File Number Exhibit Filing Date
10.7 Waiver of bonus compensation agreement dated February 13, 2023, by and between Frank L.
3 unchanged sentences
10-Q 000-53290 10.2 8/13/2015
−Removed: 10.9 Exclusive License Agreement, dated July 13, 2012 between Dartmouth College and ChromaDex, Inc.
−Removed: 10-Q 001-37752 10.3 11/10/2016
−Removed: 10.10 Exclusive License Agreement, effective as of May 16, 2014 between Dartmouth College and ChromaDex, Inc.*
−Removed: 10-Q 000-53290 10.1 8/12/2014
−Removed: 10.11 First Amendment to Exclusive License Agreement, effective as of June 13, 2016, between Dartmouth College and ChromaDex, Inc.*
−Removed: 10-Q 001-37752 10.10 11/10/2016
10.9 License Agreement, effective as of October 15, 2014 between University of Mississippi and ChromaDex, Inc.*
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10-Q 001-37752 10.4 8/9/2018
+Added: Incorporated by Reference Filed or
+Added: Description Form File Number Exhibit Filing Date
10.15 Form of Restricted Stock Award Agreement for Robert Fried +
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8-K 001-37752 10.1 6/28/2018
+Added: 10.17 Amendment to Amended and Restated Executive Employment Agreement, dated February 25, 2025, by and between Robert Fried and the Registrant
+Added: 8-K 001-37752 10.1 2/27/2025
+Added: 10.18 Performance Stock Unit Award Agreement, dated February 25, 2025, by and between Robert Fried and the Registrant
+Added: 8-K 001-37752 10.2 2/27/2025
10.19 Lease, dated July 6, 2017, by and between 10900 WILSHIRE L.L.C and ChromaDex, Inc.
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10.23 Fourth Amendment to Lease, dated December 20, 2018, by and between 10900 WILSHIRE L.L.C and ChromaDex, Inc.
+Added: 10-K 001-37752 10.24 3/6/2024
10.24 Fifth Amendment to Lease, dated May 21, 2021, by and between 10900 WILSHIRE L.L.C and ChromaDex, Inc.
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10-Q 001-37752 10.1 11/8/2023
−Removed: Incorporated by Reference Filed or
−Removed: Description Form File Number Exhibit Filing Date
10.26 Securities Purchase Agreement dated April 26, 2017, by and among the Company and the Purchasers
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S-3 333-237144 1.2 6/12/2020
+Added: 10.30 Amendment No.
+Added: 1, dated November 20, 2024, to the At Market Issuance Sale Agreement, dated June 12, 2020
+Added: 8-K 001-37752 1.1 11/21/2024
10.31 Business Financing Agreement, dated November 12, 2019, by and between ChromaDex Corporation and Western Alliance Bank
4 unchanged sentences
10-K 001-37752 10.42 3/14/2022
+Added: Incorporated by Reference Filed or
+Added: Description Form File Number Exhibit Filing Date
10.34 Consent to Business Financing Agreement, dated January 14, 2021, by and among Western Alliance Bank and ChromaDex Corporation
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8-K 001-37752 10.2 12/13/2023
+Added: 10.38 Sixth Modification to Business Financing Agreement dated November 18 , 202 4 by and among Western Alliance Bank, ChromaDex Corporation, ChromaDex Inc.
+Added: and ChromaDex Analytics, Inc.
10.39 Manufacturing and Supply Agreement, dated as of January 1, 2016, by and between ChromaDex, Inc.
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10-Q 001-37752 10.5 11/4/2020
−Removed: Incorporated by Reference Filed or
−Removed: Description Form File Number Exhibit Filing Date
10.44 Fifth Amendment to Manufacturing and Supply Agreement, dated as of January 1, 2020, by and between ChromaDex Inc.
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10-Q 001-37752 10.3 11/8/2023
+Added: Incorporated by Reference Filed or
+Added: Description Form File Number Exhibit Filing Date
+Added: 10.49 Tenth Amendment to Manufacturing and Supply Agreement, dated as of January 1, 2025, by and between ChromaDex Inc.
+Added: Grace & Co.-Conn.**
+Added: 10-Q 001-37752 10.2 10/31/2024
10.50 Exclusive License Agreement, dated September 8, 2011, by and between ChromaDex, Inc.
1 unchanged sentence
10-Q 001-37752 10.1 11/3/2021
−Removed: 10.49 Lease, dated November 24, 2021, by and between Flight Phase I Owner, LLC and ChromaDex, Inc.
+Added: 10.51 Lease, dated November 24, 2021, by and between Flight Phase I Owner, LLC and ChromaDex Corporation
10-K 001-37752 10.59 3/14/2022
−Removed: 10.50 First Amendment to the Amended and Restated Exclusive License Agreement, effective as of December 29, 2020, between Dartmouth College and ChromaDex, Inc.
−Removed: 10-Q 001-37752 10.2 5/12/2022
−Removed: 10.51 Second Amendment to the Amended and Restated Exclusive License Agreement, effective as of January 1, 2022, between Dartmouth College and ChromaDex, Inc.
−Removed: 10-Q 001-37752 10.1 5/12/2022
−Removed: 10.52 Side letter agreement to the Amended and Restated Exclusive License Agreement, effective as of March 13, 2019, between Dartmouth College and ChromaDex, Inc.
−Removed: 10-Q 001-37752 10.3 5/12/2022
−Removed: 10.53 Restated and Amended Exclusive License Agreement, effective as of March 13, 2017, between Dartmouth College and ChromaDex, Inc.
−Removed: 10-Q 001-37752 10.4 5/12/2022
10.52 First Amendment to the Joint Ownership Management Agreement, effective March 9, 2022, between Queen’s University of Belfast and ChromaDex, Inc.
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10-Q 001-37752 10.6 5/12/2022
−Removed: 10.56 Shareholders Agreement, effective as of September 30, 2022, between Hong Kong Taikuk (China) Group Ltd.
−Removed: and the Company’s named subsidiaries
−Removed: 8-K 001-37752 10.1 10/3/2022
10.54 Securities Purchase Agreement, dated September 30, 2022, by and among the Company and the Purchasers
2 unchanged sentences
8-K 001-37752 10.1 10/11/2022
−Removed: Incorporated by Reference Filed or
−Removed: Description Form File Number Exhibit Filing Date
10.56 Executive Employment Agreement, dated January 1, 2023, by and between Brianna Gerber and the Registrant +
8-K 001-37752 10.1 1/5/2023
+Added: 10.57 Letter Agreement and Consulting Agreement, dated as of June 25, 2024, by and between the Company and Brianna Gerber
+Added: 8-K 001-37752 10.1 6/25/2024
10.58 Amended and Restated Incentive Compensation Recoupment Policy +
+Added: 10-K 001-37752 10.60 3/6/2024
+Added: 10.59 Offer Letter, dated September 10, 2024, by and between Ozan Pamir and ChromaDex, Inc.
+Added: 8-K 001-37752 10.1 9/20/2024
+Added: 10.60 Offer Letter, dated June 27, 2024, by and between Carlos Lopez and ChromaDex, Inc.
+Added: 16.1 Letter from Marcum LLP, dated as of October 11, 2024, addressed to the Securities and Exchange Commission
+Added: 8-K 001-37752 16.1 10/11/2024
+Added: 19.1 Insider Trading Policy
Subsidiaries of ChromaDex Corporation
+Added: Consent of Crowe, LLP, Independent Registered Public Accounting Firm
23.2 Consent of Marcum, LLP, Independent Registered Public Accounting Firm
5 unchanged sentences
97.1 Dodd-Frank Clawback Policy +
+Added: 10-K 001-37752 97.1 3/6/2024
+Added: Incorporated by Reference Filed or
+Added: Description Form File Number Exhibit Filing Date
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.
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March 4, 2025
−Removed: 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.
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Fried and Ozan Pamir, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his 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/ BRIANNA GERBER Chief Financial Officer March 6, 2024
−Removed: Brianna Gerber (Principal Financial and Accounting Officer)
+Added: /s/ OZAN PAMIR Chief Financial Officer March 4, 2025
+Added: Ozan Pamir (Principal Financial and Accounting Officer)
/s/ FRANK JAKSCH JR.
10 unchanged sentences
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.