cdxc-20230316

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): March 16, 2023

CHROMADEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-37752

26-2940963

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

10900 Wilshire Blvd. Suite 600, Los Angeles, California 90024

(Address of principal executive offices, including zip code)

(310) 388-6706

(Registrant's telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CDXC	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark 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. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 16, 2023, the Board of Directors (the “Board”) of ChromaDex Corporation (the “Company”) amended and restated the Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended and Restated Bylaws”) in order to, among other things (i) revise and enhance certain provisions to accommodate the universal proxy rules adopted by the Securities and Exchange Commission (Rule 14a-19), (ii) revise the information and other requirements of the Company’s advance notice provisions for stockholder proposals and nominations, (iii) address changes in the Delaware General Corporations Law relating to the provision of a list of stockholders in connection with stockholder meetings and (iv) make certain administrative and clarifying changes.

The foregoing is a summary of the provisions that have been revised in the Amended and Restated Bylaws. The summary does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
3.1						Amended and Restated Bylaws of ChromaDex Corporation
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


	CHROMADEX CORPORATION

Dated: March 17, 2023	By:	/s/ Brianna L. Gerber
		Name: Brianna L. Gerber
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

ChromaDex Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits