SEC Connect
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): February 15,
2017
CHROMADEX
CORPORATION
(Exact
name of registrant as specified in its charter)
Commission
File Number: 000-53290
|
Delaware
|
|
26-2940963
|
|
(State
or other jurisdiction of incorporation)
|
|
(IRS
Employer Identification No.)
|
10005 Muirlands Boulevard
Suite G
Irvine, California 92618
(Address
of principal executive offices, including zip code)
949-419-0288
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
As
previously disclosed, on December 29, 2016, ChromaDex, Inc.
(“ChromaDex”) filed a complaint (the
“Complaint”) in the United States District
Court for the Central District of California, naming Elysium
Health, Inc. as defendant. Among other allegations, ChromaDex
alleges in the Complaint that (i) Elysium breached the Supply
Agreement, dated June 26, 2014, by and between ChromaDex and
Elysium Health, LLC (“Elysium”) (the “pTeroPure Supply
Agreement”), by failing
to make payments to ChromaDex for purchases of
pTeroPure(R) pterostilbene
(“pTeroPure”) pursuant to the pTeroPure Supply
Agreement, (ii) Elysium breached the Supply Agreement, dated
February 3, 2014, by and between ChromaDex and Elysium, as amended
(the “NIAGEN Supply
Agreement”), by failing
to make payments to ChromaDex for purchases of NIAGEN(R) nicotinamide riboside (“NIAGEN”) pursuant to the NIAGEN Supply
Agreement, (iii) Elysium breached the Trademark License and Royalty
Agreement, dated February 3, 2014, by and between ChromaDex and
Elysium (the “License
Agreement”), by failing
to make payments to ChromaDex for royalties due pursuant to the
License Agreement and (iv) certain officers of Elysium made false
promises and representations to induce ChromaDex into providing
large supplies of pTeroPure and NIAGEN to Elysium pursuant to the
pTeroPure Supply Agreement and NIAGEN Supply Agreement. ChromaDex
is seeking punitive damages, money damages and
interest.
On
January 25, 2017, Elysium filed an answer and counterclaims (the
“Counterclaim”) in response to the Complaint. Among
other allegations, Elysium alleges in the Counterclaim that (i)
ChromaDex breached the NIAGEN Supply Agreement by not issuing
certain refunds or credits to Elysium and for violating certain
confidential information provisions, (ii) ChromaDex breached the
implied covenant of good faith and fair dealing pursuant to the
NIAGEN Supply Agreement, (iii) ChromaDex breached certain
confidential provisions of the pTeroPure Supply Agreement, (iv)
ChromaDex fraudulently induced Elysium into entering into the
License Agreement (the “Fraud Claim”), (v)
ChromaDex’s conduct constitutes misuse of its patent rights
(the “Patent Claim”) and (vi) ChromaDex has engaged in
unlawful or unfair competition under California state law (the
“Unfair Competition Claim”). Elysium is seeking damages
for ChromaDex’s alleged breaches of the NIAGEN Supply
Agreement and pTeroPure Supply Agreement, and compensatory damages,
punitive damages and/or rescission of the License Agreement and
restitution of any royalty payments conveyed by Elysium pursuant to
the License Agreement.
On
February 15, 2017, ChromaDex filed an amended complaint (the
“Amended Complaint”). In the Amended Complaint,
ChromaDex re-alleges the claims in the Complaint, and also alleges
that Elysium willfully and maliciously misappropriated
ChromaDex’s trade secrets. On February 15, 2017, ChromaDex
also filed a motion to dismiss the Fraud Claim, the Patent Claim
and the Unfair Competition Claim. While ChromaDex expresses no
opinion as to the ultimate outcome of this matter, ChromaDex
believes Elysium’s allegations are without merit and will
vigorously defend against them.
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 hereunto duly authorized.
|
Date:
February 17, 2017
|
CHROMADEX
CORPORATION
|
|
|
|
|
|
|
By:
|
/s/ Frank L. Jaksch, Jr.
|
|
|
|
|
Frank
L. Jaksch, Jr.
|
|
|
|
Chief
Executive Officer
|