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CDXC > SEC Filings for CDXC > Form 8-K on 3-Jan-2014All Recent SEC Filings

Show all filings for CHROMADEX CORP.

Form 8-K for CHROMADEX CORP.


3-Jan-2014

Entry into a Material Definitive Agreement


Item 1.01 Entry into a Material Definitive Agreement

On December 30, 2013, ChromDex Corporation, a Delaware corporation, (the "Company") entered into and consummated the transactions contemplated in an Assignment and Escrow Agreement with Alpha Capital Anstalt (the "Assignee"), Neutrisci International Inc. ("Neutrisci"), Britlor Health and Wellness, Inc. and Grushko & Mittman, P.C., effective as of December 27, 2013 ("Assignment Agreement"). Pursuant to the Assignment Agreement, the Company assigned to the Assignee a $2,500,000 senior convertible secured note ("Note") of which $2,275,000 remains outstanding issued by Neutrisci, and the related security agreement, security interest and guarantee for $1,250,000.00 ("Purchase Price"). The Company shall also pay Assignee's legal fee of $7,500 out of the proceeds of the Purchase Price. The Company also agreed to transfer to the Assignee an amount of shares of preferred stock of Neutrisci equal to $500,000 upon the consummation by Neutrisci any action resulting in the shares of its common stock being listed on an exchange.

In connection with the assignment of the Note, the Company paid Palladium Capital Advisors, LLC, a Delaware limited liability company ("Palladium") as a placement agent (i) a cash fee of $100,000 (8% of the Purchase Price), (ii) agreed to transfer to Palladium an amount of shares of preferred stock of Neutrisci equal to $50,000 upon the consummation by Neutrisci any action resulting in the shares of its common stock being listed on an exchange, and
(iii) paid Palladium a cash bonus of $50,000.

The forgoing description of the principal terms of the Assignment Agreement is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the Assignment Agreement, attached hereto as Exhibits 10.1, which is incorporated herein by this reference.

Item 9.01           Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description
   10.1       Assignment and Escrow Agreement by and among ChromaDex Corporation,
              Alpha Capital Anstalt, Neutrisci International Inc., Britlor Health and
              Wellness, Inc. and Grushko & Mittman, P.C. effective as of December 27,
              2013


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