ChromaDex Corp
For the period ended Dec 31, 2024. Filed Mar 4, 2025.
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FY2024 · Filed Mar 4, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to .
Commission file number 001-37752
CHROMADEX CORPORATION
(Exact name of Registrant as specified in its Charter)
| Delaware | 26-2940963 |
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
|---|
10900 Wilshire Blvd. Suite 600, Los Angeles, CA 90024
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code (310)388-6706
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value per share | CDXC | The Nasdaq Capital Market |
Securities registered pursuant to Section 12(g) of the Act: None.
| Indicate by check mark: | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| •if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | ☐ | Yes | ☑ | No | |||||
| •if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | ☐ | Yes | ☑ | No | |||||
| •whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ☑ | Yes | ☐ | No | |||||
| •whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | ☑ | Yes | ☐ | No | |||||
| •whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | |||||||||
| Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☑ | Smaller reporting company | ☑ | Emerging growth company | ☐ |
| •if an emerging growth company, if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | Yes | ☐ | No | |||||
| •whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. | ☐ | ||||||||
| •If securities are registered pursuant to Section 12(b) of the Act, whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | ☐ | ||||||||
| •whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | ☐ | ||||||||
| •whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | ☐ | Yes | ☑ | No | |||||
As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $142.7 million, based on the closing price of the registrant’s common stock on the Nasdaq Capital Market on June 30, 2024.
Number of shares of common stock of the registrant outstanding as of March 3, 2025:77,750,447.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s proxy statement (Proxy Statement) to be filed with the Securities and Exchange Commission (SEC) pursuant to Regulation 14A in connection with the Registrant’s 2025 Annual Meeting of Stockholders, which will be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10‑K. Such Proxy Statement will be filed with the SEC not later than 120 days following the end of the Registrant’s fiscal year ended December 31, 2024.
CHROMADEX CORPORATION
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
| PART I | Pg. | |
|---|---|---|
| Cautionary Notice Regarding Forward-Looking Statements | 1 | |
| ITEM 1. | Business | 2 |
| ITEM 1A. | Risk Factors | 13 |
| ITEM 1B. | Unresolved Staff Comments | 36 |
| ITEM 1C. | Cybersecurity | 36 |
| ITEM 2. | Properties | 37 |
| ITEM 3. | Legal Proceedings | 38 |
| ITEM 4. | Mine Safety Disclosures | 38 |
| PART II | ||
| ITEM 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 38 |
| ITEM 6. | Reserved | 38 |
| ITEM 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 39 |
| ITEM 7A. | Quantitative and Qualitative Disclosures About Market Risk | 49 |
| ITEM 8. | Financial Statements and Supplementary Data | 50 |
| ITEM 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 83 |
| ITEM 9A. | Controls and Procedures | 83 |
| ITEM 9B. | Other Information | 84 |
| ITEM 9C. | Disclosures regarding Foreign Jurisdictions that Prevent Inspections | 84 |
| PART III | ||
| ITEM 10. | Directors, Executive Officers and Corporate Governance | 84 |
| ITEM 11. | Executive Compensation | 85 |
| ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 85 |
| ITEM 13. | Certain Relationships and Related Transactions, and Director Independence | 85 |
| ITEM 14. | Principal Accountant Fees and Services | 85 |
| PART IV | ||
| ITEM 15. | Exhibits, Financial Statement Schedules | 85 |
| Signatures | 91 | |
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