ChromaDex Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$CDXC
Medicinal Chemicals and Botanical Products
Health Care
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): September 19, 2024
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 19, 2024, the Board of Directors (the “Board”) of ChromaDex Corporation (the “Company” or “ChromaDex”) appointed Ozan Pamir as the Company’s Chief Financial Officer and Principal Accounting Officer, effective as of October 21, 2024 (the “Effective Date”). Mr. Pamir will replace James Lee, who is currently serving as the Company’s Interim Chief Financial Officer and Interim Principal Accounting Officer. Following the Effective Date, Mr. Lee will continue in his role as Controller of the Company.
Mr. Pamir, age 33, previously served as Chief Financial Officer of 180 Life Sciences Corp. since October 2018 and prior to that worked at Ventum Financial Corp. (f/k/a/ Echelon Wealth Partners Inc.) since June 2014. Mr. Pamir received his B.A in Economics from McGill University.
In connection with his appointment as Chief Financial Officer, ChromaDex, Inc. a subsidiary of the Company, entered into an offer letter with Mr. Pamir (the “Offer Letter”), which provides for the following compensation for Mr. Pamir, contingent upon and, unless otherwise noted below, effective upon his appointment as Chief Financial Officer: (i) an annual base salary of $400,000, (ii) a discretionary target annual bonus opportunity of 50% of Mr. Pamir’s annual base salary, based on the achievement of certain performance goals to be determined by the Board, which will be pro-rated for calendar year 2024 based on Mr. Pamir’s period of employment with the Company during the year, and (iii) eligibility to participate in Company benefit plans on the same basis as other senior executive officers of the Company generally. In addition, effective October 21, 2024 (the “Grant Date”), the Compensation Committee of the Board granted Mr. Pamir an option to purchase shares of the Company’s common stock (the “Option”) under the Company’s 2017 Amended and Restated Equity Incentive Plan, having an initial grant date value of $360,000 and with an exercise price equal to the closing price of the Company’s common stock on the Grant Date. One-third of the shares subject to the Option will vest on the one-year anniversary of the Grant Date, and the remaining shares subject to the Option will vest in 24 substantially equal monthly installments thereafter, subject to Mr. Pamir’s continuous employment through the applicable vesting date.
In connection with Mr. Pamir’s termination of employment without “cause” (as defined in the Offer Letter), the Offer Letter provides that Mr. Pamir will be entitled to nine months’ base salary continuation.
Mr. Pamir is party to the Company’s standard indemnification agreement for directors and executive officers, the form of which was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2016. There are no arrangements or understandings between Mr. Pamir and any other persons pursuant to which he was selected as the Company’s Chief Financial Officer and Principal Accounting Officer. There are also no family relationships between Mr. Pamir and any of the Company’s directors or executive officers and other than as described herein he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing summary of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the complete Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
On September 20, 2024, the Company issued a press release announcing the hiring of Mr. Pamir. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |||||||
| 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: September 20, 2024 | By: | /s/ Robert Fried | ||||||
| Name: Robert Fried | ||||||||
| Chief Executive Officer | ||||||||