These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
26-2940963
|
|
(State or other jurisdiction of incorporation or
organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
10005 Muirlands Blvd. Suite
G,
Irvine,
California
|
|
92618
|
|
(Address of
Principal Executive Offices)
|
|
(Zip
Code)
|
|
Large accelerated
filer ____
|
Accelerated filer
X
|
|
Non-accelerated
filer ____
|
Smaller reporting
company ____
|
|
(Do not check if
smaller reporting company)
|
Emerging growth
company ____
|
|
|
||
|
|
|
|
|
|
1
|
|
|
|
2
|
|
|
|
3
|
|
|
|
4
|
|
|
|
5
|
|
|
|
13
|
|
|
|
26
|
|
|
|
26
|
|
|
|
|
|
|
|
||
|
|
27
|
|
|
|
28
|
|
|
|
43
|
|
|
|
43
|
|
|
|
43
|
|
|
|
43
|
|
|
|
44
|
|
|
|
45
|
|
|
April
1,
2017
|
December
31,
2016
|
|
Assets
|
|
|
|
|
|
|
|
Current
Assets
|
|
|
|
Cash
|
$
1,185,353
|
$
1,642,429
|
|
Trade receivables,
net of allowances of $1,077,000 and $1,081,000,
respectively
|
5,044,877
|
5,852,030
|
|
Inventories
|
8,938,099
|
7,912,630
|
|
Prepaid expenses
and other assets
|
420,265
|
329,854
|
|
Total
current assets
|
15,588,594
|
15,736,943
|
|
|
|
|
|
Leasehold
Improvements and Equipment, net
|
3,252,514
|
3,111,374
|
|
Deposits
|
376,431
|
397,207
|
|
Intangible assets,
net
|
1,833,781
|
486,226
|
|
Longterm
investment
|
-
|
20,318
|
|
|
|
|
|
Total
assets
|
$
21,051,320
|
$
19,752,068
|
|
|
|
|
|
Liabilities
and Stockholders' Equity
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
Accounts
payable
|
$
7,865,099
|
$
5,978,288
|
|
Accrued
expenses
|
1,993,717
|
2,170,172
|
|
Current maturities
of capital lease obligations
|
275,221
|
255,461
|
|
Customer deposits
and other
|
399,010
|
389,010
|
|
Deferred rent,
current
|
111,879
|
76,219
|
|
Due to
officer
|
100,000
|
-
|
|
Total
current liabilities
|
10,744,926
|
8,869,150
|
|
|
|
|
|
Capital lease
obligations, less current maturities
|
365,393
|
343,589
|
|
Deferred rent, less
current
|
568,943
|
564,971
|
|
|
|
|
|
Total
liabilities
|
11,679,262
|
9,777,710
|
|
|
|
|
|
Commitments and
contingencies
|
|
|
|
|
|
|
|
Stockholders'
Equity
|
|
|
|
Common stock, $.001
par value; authorized 150,000,000 shares;
|
|
|
|
issued
and outstanding April 1, 2017 37,918,048 shares and
|
|
|
|
December
31, 2016 37,544,531 shares
|
37,918
|
37,545
|
|
Additional paid-in
capital
|
56,486,469
|
55,160,387
|
|
Accumulated
deficit
|
(47,152,329
)
|
(45,223,574
)
|
|
Total
stockholders' equity
|
9,372,058
|
9,974,358
|
|
|
|
|
|
Total
liabilities and stockholders' equity
|
$
21,051,320
|
$
19,752,068
|
|
|
April
1, 2017
|
April 2,
2016
|
|
|
|
|
|
Sales,
net
|
$
4,449,122
|
$
7,331,945
|
|
Cost of
sales
|
2,696,469
|
3,880,526
|
|
|
|
|
|
Gross
profit
|
1,752,653
|
3,451,419
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
Sales and
marketing
|
596,162
|
544,722
|
|
Research and
development
|
664,190
|
464,072
|
|
General and
administrative
|
2,383,146
|
1,988,559
|
|
Operating
expenses
|
3,643,498
|
2,997,353
|
|
|
|
|
|
Operating
income (loss)
|
(1,890,845
)
|
454,066
|
|
|
|
|
|
Nonoperating income
(expense):
|
|
|
|
Interest
income
|
2
|
794
|
|
Interest
expense
|
(37,912
)
|
(188,495
)
|
|
Nonoperating
expenses
|
(37,910
)
|
(187,701
)
|
|
|
|
|
|
Income (loss)
before income taxes
|
(1,928,755
)
|
266,365
|
|
Provision for
income taxes
|
-
|
(10,740
)
|
|
|
|
|
|
Net
income (loss)
|
$
(1,928,755
)
|
$
255,625
|
|
|
|
|
|
Basic earnings
(loss) per common share
|
$
(0.05
)
|
$
0.01
|
|
|
|
|
|
Diluted earnings
(loss) per common share
|
$
(0.05
)
|
$
0.01
|
|
|
|
|
|
Basic weighted
average common shares outstanding
|
38,030,688
|
36,414,041
|
|
|
|
|
|
Diluted weighted
average common shares outstanding
|
38,030,688
|
37,472,579
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
Additional
Paid-in
|
Accumulated
|
Total
Stockholders'
|
|
|
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
|
Balance, January 1,
2017
|
37,544,531
|
$
37,545
|
$
55,160,387
|
$
(45,223,574
)
|
9,974,358
|
|
|
|
|
|
|
|
|
Issuance
of common stock associated with
|
|
|
|
|
|
|
the acquisition of Healthspan Research LLC
|
367,648
|
367
|
999,635
|
-
|
1,000,002
|
|
|
|
|
|
|
|
|
Exercise of stock
options
|
3,202
|
3
|
6,620
|
-
|
6,623
|
|
|
|
|
|
|
|
|
Vested restricted
stock
|
2,667
|
3
|
(3
)
|
-
|
-
|
|
|
|
|
|
|
|
|
Share-based
compensation
|
-
|
-
|
319,830
|
-
|
319,830
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
(1,928,755
)
|
(1,928,755
)
|
|
|
|
|
|
|
|
|
Balance,
April 1, 2017
|
37,918,048
|
$
37,918
|
$
56,486,469
|
$
(47,152,329
)
|
$
9,372,058
|
|
|
April
1, 2017
|
April 2,
2016
|
|
|
|
|
|
Cash Flows From
Operating Activities
|
|
|
|
Net
income (loss)
|
$
(1,928,755
)
|
$
255,625
|
|
Adjustments
to reconcile net income (loss) to net cash used in operating
activities:
|
|
|
|
Depreciation
of leasehold improvements and equipment
|
129,472
|
82,506
|
|
Amortization
of intangibles
|
23,833
|
11,311
|
|
Share-based
compensation expense
|
319,830
|
324,035
|
|
Allowance
for doubtful trade receivables
|
(3,470
)
|
(28,785
)
|
|
Loss
from disposal of equipment
|
129
|
-
|
|
Non-cash
financing costs
|
25,229
|
53,449
|
|
Changes
in operating assets and liabilities:
|
|
|
|
Trade
receivables
|
822,079
|
(1,850,739
)
|
|
Inventories
|
(964,555
)
|
1,464,561
|
|
Prepaid
expenses and other assets
|
(94,864
)
|
14,082
|
|
Accounts
payable
|
1,783,038
|
(3,318,853
)
|
|
Accrued
expenses
|
(179,662
)
|
47,995
|
|
Customer
deposits and other
|
10,000
|
67,598
|
|
Deferred
rent
|
39,632
|
(18,857
)
|
|
Due
to officer
|
(32,500
)
|
-
|
|
Net
cash used in operating activities
|
(50,564
)
|
(2,896,072
)
|
|
|
|
|
|
Cash Flows From
Investing Activities
|
|
|
|
Purchases
of leasehold improvements and equipment
|
(161,998
)
|
(16,629
)
|
|
Purchases
of intangible assets
|
(183,958
)
|
(15,000
)
|
|
Net
cash used in investing activities
|
(345,956
)
|
(31,629
)
|
|
|
|
|
|
Cash Flows From
Financing Activities
|
|
|
|
Proceeds
from issuance of common stock, net of issuance costs
|
-
|
480,000
|
|
Proceeds
from exercise of stock options
|
6,623
|
93,872
|
|
Principal
payment on loan payable
|
-
|
(146,795
)
|
|
Principal
payments on capital leases
|
(67,179
)
|
(53,542
)
|
|
Net
cash provided by (used in) financing activities
|
(60,556
)
|
373,535
|
|
|
|
|
|
Net decrease in
cash
|
(457,076
)
|
(2,554,166
)
|
|
|
|
|
|
Cash Beginning of
Year
|
1,642,429
|
5,549,672
|
|
|
|
|
|
Cash Ending of
Year
|
$
1,185,353
|
$
2,995,506
|
|
|
|
|
|
Supplemental
Disclosures of Cash Flow Information
|
|
|
|
Cash
payments for interest
|
$
12,683
|
$
135,046
|
|
|
|
|
|
Supplemental
Schedule of Noncash Investing Activity
|
|
|
|
Noncash
consideration transferred for the acquisition of Healthspan
Research LLC
|
$
1,187,430
|
$
-
|
|
Capital
lease obligation incurred for the purchase of
equipment
|
$
108,743
|
$
-
|
|
Inventory
supplied to Healthspan Research LLC for equity interest, at
cost
|
$
-
|
$
20,318
|
|
Retirement
of fully depreciated equipment - cost
|
$
14,665
|
$
26,666
|
|
Retirement
of fully depreciated equipment - accumulated
depreciation
|
$
(14,665
)
|
$
(26,666
)
|
|
|
April
1,
2017
|
December
31,
2016
|
|
Bulk
ingredients
|
$
8,025,000
|
$
7,044,000
|
|
Reference
standards
|
1,034,000
|
1,033,000
|
|
Dietary Supplement
bottles - DTC
|
58,000
|
-
|
|
|
9,117,000
|
8,077,000
|
|
Less valuation
allowance
|
(179,000
)
|
(164,000
)
|
|
|
$
8,938,000
|
$
7,913,000
|
|
|
Three
Months Ended
|
|
|
|
April
1, 2017
|
April
2, 2016
|
|
|
|
|
|
Net income
(loss)
|
$
(1,928,755
)
|
$
255,625
|
|
|
|
|
|
Basic weighted
average common shares outstanding (1):
|
38,030,688
|
36,414,041
|
|
|
|
|
|
Basic earnings
(loss) per common share
|
$
(0.05
)
|
$
0.01
|
|
|
|
|
|
Dilutive effect of
stock options, net
|
-
|
1,024,428
|
|
Dilutive effect of
warrants, net
|
-
|
34,110
|
|
|
|
|
|
Diluted weighted
average common shares outstanding :
|
38,030,688
|
37,472,579
|
|
|
|
|
|
Diluted earnings
(loss) per common share
|
$
(0.05
)
|
$
0.01
|
|
|
|
|
|
Potentially
dilutive securities, total (2):
|
|
|
|
Stock
options
|
5,757,195
|
5,203,419
|
|
Warrants
|
470,444
|
487,110
|
|
Convertible
debt
|
-
|
257,798
|
|
(A) Consideration transferred
|
|
|
(B) Net amount of assets and liabilities
|
||
|
|
Fair value
|
|
Assets acquired
|
Fair value
|
|
|
Common Stock
|
$
1,000,000
|
|
|
Cash and cash equivalents
|
$19,000
|
|
Transaction costs
|
178,000
|
|
|
Trade receivables
|
11,000
|
|
Previously held equity interest
|
20,000
|
|
|
Inventory
|
61,000
|
|
|
|
|
|
|
|
|
|
$ 1,198,000
|
|
Liabilities assumed
|
|
|
|
|
|
|
|
Due to officer
|
(132,000)
|
|
|
|
|
|
Accounts payable
|
(74,000)
|
|
|
|
|
|
Credit card payable
|
(30,000)
|
|
|
|
|
|
Other accrued expenses
|
(3,000)
|
|
DTC business model,
|
|
|
|
|
|
|
intangible asset (A) -(B)
|
$ 1,346,000
|
|
|
Net assets
|
$ (148,000)
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average
|
|
||
|
|
|
|
Remaining
|
|
Aggregate
|
|
|
Number
of
|
Exercise
|
Contractual
|
Fair
|
Intrinsic
|
|
|
Shares
|
Price
|
Term
|
Value
|
Value
|
|
Outstanding at
December 31, 2016
|
4,281,151
|
$
3.52
|
6.36
|
|
|
|
|
|
|
|
|
|
|
Options
Granted
|
553,334
|
2.78
|
10.00
|
$
1.80
|
|
|
Options
Exercised
|
(3,202
)
|
2.07
|
|
|
$
3,000
|
|
Options
Forfeited
|
(3,271
)
|
3.57
|
|
|
|
|
Outstanding at
April 1, 2017
|
4,828,012
|
$
3.44
|
6.55
|
|
$
375,000
|
|
|
|
|
|
|
|
|
Exercisable at
April 1, 2017
|
3,246,220
|
$
3.41
|
5.21
|
|
$
361,000
|
|
Three Months Ended
April 1, 2017
|
|
|
Expected
term
|
5.8
years
|
|
Expected
volatility
|
73
%
|
|
Expected
dividends
|
0.00
%
|
|
Risk-free
rate
|
2.20
%
|
|
|
|
Core
Standards and
|
|
|
|
|
Ingredients
|
Contract
Services
|
Corporate
|
|
|
|
segment
|
segment
|
and
other
|
Total
|
|
|
|
|
|
|
|
Net
sales
|
$
2,084,403
|
$
2,364,719
|
$
-
|
$
4,449,122
|
|
Cost of
sales
|
914,767
|
1,781,702
|
-
|
2,696,469
|
|
|
|
|
|
|
|
Gross
profit
|
1,169,636
|
583,017
|
-
|
1,752,653
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
Sales and
marketing
|
305,345
|
290,817
|
-
|
596,162
|
|
Research and
development
|
664,190
|
-
|
-
|
664,190
|
|
General and
administrative
|
-
|
-
|
2,383,146
|
2,383,146
|
|
Operating
expenses
|
969,535
|
290,817
|
2,383,146
|
3,643,498
|
|
|
|
|
|
|
|
Operating
income (loss)
|
$
200,101
|
$
292,200
|
$
(2,383,146
)
|
$
(1,890,845
)
|
|
|
|
Core
Standards and
|
|
|
|
|
Ingredients
|
Contract
Services
|
Corporate
|
|
|
|
segment
|
segment
|
and
other
|
Total
|
|
|
|
|
|
|
|
Net
sales
|
$
4,600,626
|
$
2,731,319
|
$
-
|
$
7,331,945
|
|
Cost of
sales
|
2,099,162
|
1,781,364
|
-
|
3,880,526
|
|
|
|
|
|
|
|
Gross
profit
|
2,501,464
|
949,955
|
-
|
3,451,419
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
Sales and
marketing
|
331,743
|
212,979
|
-
|
544,722
|
|
Research and
development
|
464,072
|
-
|
-
|
464,072
|
|
General and
administrative
|
-
|
-
|
1,988,559
|
1,988,559
|
|
Operating
expenses
|
795,815
|
212,979
|
1,988,559
|
2,997,353
|
|
|
|
|
|
|
|
Operating
income (loss)
|
$
1,705,649
|
$
736,976
|
$
(1,988,559
)
|
$
454,066
|
|
|
|
Core
Standards and
|
|
|
|
|
Ingredients
|
Contract
Services
|
Corporate
|
|
|
|
segment
|
segment
|
and
other
|
Total
|
|
|
|
|
|
|
|
Total
assets
|
$
14,858,562
|
$
4,059,395
|
$
2,133,364
|
$
21,051,320
|
|
|
|
Core
Standards and
|
|
|
|
|
Ingredients
|
Contract
Services
|
Corporate
|
|
|
|
segment
|
segment
|
and
other
|
Total
|
|
|
|
|
|
|
|
Total
assets
|
$
13,257,289
|
$
3,918,440
|
$
2,576,339
|
$
19,752,068
|
|
|
Three
months ended
|
|
|
Major
Customers
|
April 1,
2017
|
April 2,
2016
|
|
|
|
|
|
Customer C
(Ingredients segment)
|
*
|
27.4
%
|
|
|
|
|
|
* Represents less
than 10%.
|
|
|
|
|
Percentage of the
Company's Total Trade Receivables
|
|
|
Major
Customers
|
At
April 1, 2017
|
At
December 31, 2016
|
|
|
|
|
|
Customer C
(Ingredients segment)
|
53.1
%
|
45.8
%
|
|
Customer D
(Ingredients and Core segment)
|
*
|
10.2
%
|
|
|
|
|
|
* Represents less
than 10%.
|
|
|
|
|
Three months
ending
|
|
|
|
April
1, 2017
|
April 2,
2016
|
|
|
|
|
|
Net
sales
|
$
4,449,000
|
$
7,332,000
|
|
Net income
(loss)
|
(1,929,000
)
|
256,000
|
|
|
|
|
|
Basic income (loss)
per common share
|
$
(0.05
)
|
$
0.01
|
|
Diluted income
(loss) per common share
|
$
(0.05
)
|
$
0.01
|
|
|
Three months
ending
|
||
|
|
April
1, 2017
|
April 2,
2016
|
Change
|
|
Net
sales:
|
|
|
|
|
Ingredients
|
$
2,084,000
|
$
4,600,000
|
-55
%
|
|
Core
standards and contract services
|
2,365,000
|
2,732,000
|
-13
%
|
|
|
|
|
|
|
Total
net sales
|
$
4,449,000
|
$
7,332,000
|
-39
%
|
|
|
Three months
ending
|
|||
|
|
April
1, 2017
|
April 2,
2016
|
||
|
|
Amount
|
% of
net sales
|
Amount
|
% of
net sales
|
|
Cost
of sales:
|
|
|
|
|
|
Ingredients
|
$
914,000
|
44
%
|
$
2,099,000
|
46
%
|
|
Core
standards and contract services
|
1,782,000
|
75
%
|
1,782,000
|
65
%
|
|
|
|
|
|
|
|
Total
cost of sales
|
$
2,696,000
|
61
%
|
$
3,881,000
|
53
%
|
|
|
|
|
|
|
|
|
Three months
ending
|
||
|
|
April
1, 2017
|
April 2,
2016
|
Change
|
|
Gross
profit:
|
|
|
|
|
Ingredients
|
$
1,170,000
|
$
2,501,000
|
-53
%
|
|
Core
standards and contract services
|
583,000
|
950,000
|
-39
%
|
|
|
|
|
|
|
Total
gross profit
|
$
1,753,000
|
$
3,451,000
|
-49
%
|
|
|
|
|
|
|
|
Three months
ending
|
||
|
|
April
1, 2017
|
April 2,
2016
|
Change
|
|
Sales
and marketing expenses:
|
|
|
|
|
Ingredients
|
$
305,000
|
$
332,000
|
-8
%
|
|
Core
standards and contract services
|
291,000
|
213,000
|
37
%
|
|
|
|
|
|
|
Total
sales and marketing expenses
|
$
596,000
|
$
545,000
|
9
%
|
|
|
|
|
|
|
|
Three months
ending
|
||
|
|
April
1, 2017
|
April 2,
2016
|
Change
|
|
Research
and development expenses:
|
|
|
|
|
Ingredients
|
$
664,000
|
$
464,000
|
43
%
|
|
|
|
|
|
|
|
Three months
ending
|
||
|
|
April
1, 2017
|
April 2,
2016
|
Change
|
|
|
|
|
|
|
General
and administrative
|
$
2,383,000
|
$
1,989,000
|
20
%
|
|
|
|
|
|
|
|
Three months
ending
|
||
|
|
April
1, 2017
|
April 2,
2016
|
Change
|
|
|
|
|
|
|
Interest
expense
|
$
38,000
|
$
188,000
|
-80
%
|
|
|
|
|
|
|
|
●
|
make it
difficult for us to satisfy our other debt
obligations;
|
|
|
●
|
make us
more vulnerable to general adverse economic and industry
conditions;
|
|
|
●
|
limit
our ability to obtain additional financing for working capital,
capital expenditures, acquisitions and other general corporate
requirements;
|
|
|
●
|
expose
us to interest rate fluctuations because the interest rate on the
debt under the Financing Agreement is variable;
|
|
|
●
|
require
us to dedicate a portion of our cash flow from operations to
payments on our debt, thereby reducing the availability of our cash
flow for operations and other purposes;
|
|
|
●
|
limit
our flexibility in planning for, or reacting to, changes in our
business and the industry in which we operate; and
|
|
|
●
|
place
us at a competitive disadvantage compared to competitors that may
have proportionately less debt and greater financial
resources.
|
|
|
●
|
economic
and demand factors affecting our industry;
|
|
|
●
|
pricing
pressures;
|
|
|
●
|
increased
operating costs;
|
|
|
●
|
competitive
conditions; and
|
|
|
●
|
other
operating difficulties.
|
|
|
●
|
incur
additional debt;
|
|
|
●
|
grant
liens on assets;
|
|
|
●
|
make
investments, including capital expenditures;
|
|
|
●
|
sell or
acquire assets outside the ordinary course of business;
and
|
|
|
●
|
make
fundamental business changes.
|
|
|
●
|
our
ability to integrate operations, technology, products and
services;
|
|
|
●
|
our
ability to execute our business plan;
|
|
|
●
|
our
operating results are below expectations;
|
|
|
●
|
our
issuance of additional securities, including debt or equity or a
combination thereof,;
|
|
|
●
|
announcements
of technological innovations or new products by us or our
competitors;
|
|
|
●
|
media
coverage regarding our industry or us;
|
|
|
●
|
litigation;
|
|
|
●
|
disputes
with or our inability to collect from significant
customers;
|
|
|
●
|
loss
of any strategic relationship;
|
|
|
●
|
industry
developments, including, without limitation, changes in healthcare
policies or practices;
|
|
|
●
|
economic
and other external factors;
|
|
|
●
|
reductions
in purchases from our large customers;
|
|
|
●
|
period-to-period
fluctuations in our financial results; and
|
|
|
●
|
whether
an active trading market in our common stock develops and is
maintained.
|
|
Exhibit
No.
|
|
Description
of Exhibits
|
|
2.1
|
|
Agreement
and Plan of Merger, dated as of May 21, 2008, by and among Cody
Resources, Inc., CDI Acquisition, Inc. and ChromaDex, Inc., as
amended on June 10, 2008 (incorporated by reference to, and filed
as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K
filed with the Commission on June 24, 2008)
|
|
3.1
|
|
Amended
and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to, and filed as Exhibit 3.1 to the
Registrant’s Annual Report on Form 10-K filed with the
Commission on March 16, 2017)
|
|
3.2
|
|
Bylaws
of the Registrant (incorporated by reference to, and filed as
Exhibit 3.2 to the Registrant’s Current Report on Form 8-K
filed with the Commission on June 24, 2008)
|
|
3.3
|
|
Certificate
of Amendment to the Amended and Restated Certificate of
Incorporation of the Registrant (incorporated by reference to, and
filed as Exhibit 3.1 to the Registrant’s Current Report on
Form 8-K filed with the Commission on April 12, 2016)
|
|
3.4
|
|
Amendment
to Bylaws of the Registrant (incorporated by reference to, and
filed as Exhibit 3.1 to the Registrant’s Current Report on
Form 8-K filed with the Commission on July 19, 2016)
|
|
4.1
|
|
Form of
Stock Certificate representing shares of the Registrant’s
Common Stock (incorporated by reference to, and filed as Exhibit
4.1 to the Registrant’s Annual Report on Form 10-K filed with
the Commission on April 3, 2009)
|
|
4.2
|
|
Investor’s
Rights Agreement, effective as of December 31, 2005, by and between
The University of Mississippi Research Foundation and the
Registrant (incorporated by reference to, and filed as Exhibit 4.1
to the Registrant’s Current Report on Form 8-K filed with the
Commission on June 24, 2008)
|
|
4.3
|
|
Tag-Along
Agreement effective as of December 31, 2005, by and among the
Registrant, Frank Louis Jaksch, Snr. & Maria Jaksch, Trustees
of the Jaksch Family Trust, Margery Germain, Lauren Germain, Emily
Germain, Lucie Germain, Frank Louis Jaksch, Jr., and the University
of Mississippi Research Foundation (incorporated by reference to,
and filed as Exhibit 4.2 to the Registrant’s Current Report
on Form 8-K filed with the Commission on June 24,
2008)
|
|
4.4
|
|
Form of
Stock Certificate representing shares of the Registrant’s
Common Stock effective as of January 1, 2016 (incorporated by
reference to, and filed as Exhibit 4.4 to the Registrant’s
Annual Report on Form 10-K filed with the Commission on March 17,
2016)
|
|
10.1
|
|
Membership
Interest Purchase Agreement effective as of March 12, 2017, by and
among Robert Fried, Charles Brenner, Jeffrey Allen and the
Registrant
❖
|
|
10.2
|
|
Executive
Employment Agreement, dated as of March 12, 2017, between Robert
Fried and the Registrant (incorporated by reference to, and filed
as Exhibit 10.65 to the Registrant’s Annual Report on Form
10-K filed with the Commission on March 16, 2017) +
|
|
10.3
|
|
Form of
Restricted Stock Award Agreement for Robert Fried
❖
+
|
|
10.4
|
|
First
Business Financing Modification Agreement, dated as of February 16,
2017, between Western Alliance Bank and ChromaDex Corporation
(incorporated by reference to, and filed as Exhibit 10.61 to the
Registrant’s Annual Report on Form 10-K filed with the
Commission on March 16, 2017)
|
|
10.5
|
|
Second
Business Financing Modification Agreement, dated as of March 12,
2017, between Western Alliance Bank and ChromaDex Corporation
(incorporated by reference to, and filed as Exhibit 10.62 to the
Registrant’s Annual Report on Form 10-K filed with the
Commission on March 16, 2017)
|
|
31.1
|
|
Certification
of the Chief Executive Officer pursuant to Rule 13a-14(A) of the
Securities Exchange Act of 1934, as amended
❖
|
|
31.2
|
|
Certification
of the Chief Financial Officer pursuant to Rule 13a-14(A) of the
Securities Exchange Act of 1934, as amended
❖
|
|
32.1
|
|
Certification
pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section
906 of the Sarbanes−Oxley Act of 2002)
❖
|
|
101.INS
|
|
XBRL
Instance Document
|
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document
|
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
|
|
CHROMADEX
CORPORATION
|
|
|
|
|
|
|
|
|
Date: May 11,
2017
|
By:
|
/s/
THOMAS
C. VARVARO
|
|
|
|
|
Thomas C.
Varvaro
|
|
|
|
|
Chief Financial
Officer
|
|
|
|
|
(principal financial and accounting officer
and duly authorized on behalf of the registrant)
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|