ChromaDex Corporation filed SEC Form 8-K: Other Events
$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): December 4, 2024
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Item 8.01 Other Events
On November 27, 2024, ChromaDex, Inc. (“ChromaDex”), a wholly-owned subsidiary of ChromaDex Corporation, entered into a Supplemental Agreement (the “Supplemental Agreement”) with the Trustees of Dartmouth College (“Dartmouth,” and together with ChromaDex, the “Parties”). The Supplemental Agreement supplements the exclusive license agreements entered into between the Parties dated July 13, 2012 (as amended and restated as of March 13, 2017 and December 29, 2020, the “2012 Agreement”) and May 16, 2014 (together with the 2012 Agreement, the “Exclusive License Agreements”) pursuant to which ChromaDex received an exclusive license under Dartmouth-owned U.S. patents (the “Dartmouth Patents”).
Under the Supplemental Agreement, Dartmouth agreed, subject to certain conditions specified in the Supplemental Agreement and the fulfillment of ChromaDex’s obligations under the Agreement, (i) to waive certain accrued but unpaid royalties, license fees, and maintenance expenses owed by ChromaDex under the Exclusive License Agreements, which currently total an aggregate of approximately $3.5 million, and (ii) that no additional royalties, license fees, maintenance or other expenses or other payments will be assessed by Dartmouth or payable by the Company to Dartmouth for the Dartmouth Patents after the effective date of the Agreement. This waiver is contingent upon ChromaDex securing a bond (the “Appeal Bond”) for the amount of the fee judgement, if any, related to the previously disclosed Delaware patent infringement case against Elysium Health, Inc. (“Elysium”) filed by the Company and Dartmouth relating to the Dartmouth Patents. As of December 3, 2024, ChromaDex executed the Appeal Bond and intends to promptly make an unopposed motion to the court to stay execution of the judgement awarding fees pending the appeal.
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: December 4, 2024 | By: | /s/ Robert Fried | ||||||
| Name: Robert Fried | ||||||||
| Chief Executive Officer | ||||||||